Agenda packet — Upland City Council, September 12, 2022 (part 2 of 3)

S T A F F R E P O R T
I T E M N O . 10.N .

D A T E :S ep tem b er 12 , 20 22
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : S T E P H E N PA R K E R , C PA , A S S I S TA N T C I T Y M A N A G E R S U B J E C T :C O N S I D E R A T I O N O F A R E S O L U T I O N E S TA B L I S H I N G D O L L A R

L I M I T S A P P L I C A B L E TO P U R C H A S I N G A N D A P P R O V I N G T H E

F I N A N C E O F F I C E R A S T H E P U R C H A S I N G O F F I C I A L

R E C O M M E N D E D A C T I O N
I t is recom m end ed t hat th e C i ty C ou n ci l ad op t a Resol u t ion rep eali n g Resol u t ion N o. 6 24 7, estab lishing d oll ar l im it s ap p l ic ab l e to p u rch asi n g , an d ap p rovi ng th e F inan ce O fficer as the P u rchasin g O fficial p ursu ant to C hap ter 2.4 8 of the U p land M u nicip al C od e.

G O A L S T A T E M E N T
T he p rop osed ac ti on su p p ort s th e C i ty's g oal t o p rovid e sou nd fis cal s teward s h i p for th e C ity of U p land .

B A C K G R O U N D
Th e C i ty C ou ncil h as p reviously ad op t ed reg ulations, p ol ic ies , an d p roc ed u res associat ed w ith m aking th e C ity’s p u rchases of s ervi ces , su p p li es, an d eq u i p m en t , an d aw ard in g of con tracts for p ub lic p rojects.

Resolution N o. 5 60 8 ad op ted b y C ity C ou n ci l on A u g u s t 9 , 20 04 es tab li sh ed t hat p u rchases b etw een $2 ,50 0 and $50 ,00 0 are su b jec t to th e i n form al b id p roc ed u res an d p u rc h as es of $5 0,0 00 or m ore are su b ject to form al b id p roced ures.

Resolution N o. 62 47 ad op ted b y C it y C ou ncil on N ovem b er 24 , 2 0 1 4 re-est ab lished t h e sam e in form al an d form al b i d p roced u re d oll ar th res h ol d s , es tab li sh ed a $50 0 th reshold for p u rchasin g req u isition s, an d estab lish ed the F in ance M an ag er as the P urch asing O fficial.

Th e C i ty’s p urch asi ng syst em is com p ris ed of U p land M un icip al C od e (“U M C ”) C h ap t er 2.4 8 (P u rchasin g ), U M C section 2.0 4.0 70 (C ) (C ity M an ag er - Pow ers an d d u ties), A d m inistrative

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Policy an d P roced ure N o. 2 14 (P urch asing Poli cy), and , m os t recent ly, Res olu ti on N o. 6 24 7 (estab lishing p u rchasin g lim its).

I S S U E S /A N A L Y S I S
Th e p rovi si on s of U M C C hap ter 2.4 8 (P urch asing ) req uire th at s p ec ifi c d oll ar am oun ts for the form al b id p roced ure and th e in form al b id p roced ure b e estab lish ed b y resolu tion.

At t his t im e, S taff are rec om m en d in g th at t h e m inim u m d oll ar am ou n ts for th e in form al b id p roced ure an d p urch asing req u is it ion s b e in creased t o $1 0,0 00 . T hi s chan g e w il l h elp to enh ance op erat ion al effic ien cy, wh ile cont in ui ng t o m aintain t horoug h in tern al p u rchasin g con trols. Th e attached Resolu tion (Attach m en t 1) estab lishes the recom m end ed p u rchasin g lim its.

I n conju nction w it h th e recom m en d ed ch ang e to t he in form al b i d am ou n t s, S t aff have up d ated A d m in is trati ve Policy an d P roced u re N o. 21 4 (P u rchasin g Pol ic y). T h e revi sed p olicy is p rovid ed as Attach m en t 2 .

F I S C A L I M P A C T S
T here are n o fiscal im p act associated with th is item .

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
1 - Resolution Establishing P urchasing L imits
2 - Administrative P olicy and Procedure No. 214 (Purchasing P olicy)

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
UPLAND, CALIFORNIA REPEALING RESOLUTION NO. 6247

AND ESTABLISHING DOLLAR LIMITS APPLICABLE TO

PURCHASING AND APPROVING THE FINANCE OFFICER AS
THE PURCHASING OFFICIAL PURSUANT TO CHAPTER 2.48

OF THE UPLAND MUNICIPAL CODE

WHEREAS, Upland Municipal Code (“UMC”) Chapter 2.48, et seq. provides, in pertinent part, that the City Council shall establish specific dollar amounts for the formal bid procedure and the informal bid procedure, and

WHEREAS, City Council approval of Resolution No. 5608 on August 9, 2004 established dollar limits for informal bid procedures at $2,500 - $50,000 and formal bid procedures at $50,000 or more, and

WHEREAS, City Council approval of Resolution No. 6247 on November 24, 2014 affirming the same dollar limits and designated the Finance Manager as the Purchasing Official, and

WHEREAS, Staff recommends that City Council establish informal bid procedures and the requirement for purchase requisitions at the $10,000 level and formal bid procedures at the $50,000 level, and

WHEREAS, Staff recommends that City Council designate the Finance Officer as the Purchasing Official.

NOW, THEREFORE, the City Council of the City of Upland hereby finds, determines, and resolves as follows:

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

Section 2. Resolution No. 6247 is hereby repealed.

Section 3. Unless exempted from the purchasing procedures as provided in UMC Chapter 2.48, the purchasing policy limits are established as follows:

a) Purchases of less than ten thousand dollars ($10,000.00) shall be considered “over-the-counter” purchases;

b) Purchases of ten thousand dollars ($10,000.00) or more, but less than fifty thousand dollars ($50,000.00), shall be considered “open market” purchases, which shall be made pursuant to the informal bid procedure; and

c) Purchases of fifty thousand dollars ($50,000.00) or more, including bids for professional services and general purchases shall be made pursuant to the formal bid procedure. Purchases of public projects would continue

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Resolution No.

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to be subject to the threshold established by the Public Contracts Code (currently $5,000).

Section 4. The Finance Officer, or their designee, shall serve as the Purchasing Official.

Section 5. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.

Section 6. Certification. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

Section 7. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 8. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 12th day of September, 2022.

Bill Velto, Mayor

I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 12th day of September, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

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ADMINISTRATIVE POLICY AND PROCEDURE Number 214
Effective 9/12/2022
Revised 9/12/2022
Previous Number

PURCHASING POLICY

Table of Contents

1. PURPOSE ....................................................................................................................... 2

2. POLICY ........................................................................................................................... 2

3. PURCHASING SYSTEM OVERVIEW ............................................................................. 3

4. PURCHASING AUTHORITY ........................................................................................... 4

5. UNAUTHORIZED PURCHASES ..................................................................................... 4

6. PURCHASING EXEMPTIONS ........................................................................................ 4

7. FACTORS CONSIDERED W HEN SELECTING A VENDOR .......................................... 5

8. REQUISITION / PO PROCESS ....................................................................................... 6

8.1. Purchase Requisition ........................................................................................... 6

8.2. Requisition Converted to Purchase Order ............................................................ 6

8.3. New Vendor ......................................................................................................... 6

8.4. Change Orders .................................................................................................... 7

9. PURCHASING / BID PROCESS AND DOCUMENTATION ............................................. 7

9.1. General ................................................................................................................ 7

9.2. Blanket Purchase Orders ..................................................................................... 7

9.3. Contract Purchases Orders .................................................................................. 8

9.4. Purchases Less Than or Equal to $10,000........................................................... 9

9.5. Purchases Between $10,000 and $50,000 ........................................................... 9

9.6. Purchases Greater Than $50,000 ...................................................................... 10

10. BIDDING FOR PUBLIC PROJECTS GREATER THAN $5,000 ..................................... 11

10.1. General Instructions ........................................................................................... 11

10.2. Notice Inviting Bids ............................................................................................ 12

10.3. Bid Opening Procedure ...................................................................................... 14

10.4. Award of Bids ..................................................................................................... 15

10.5. Lowest Responsible Bidder ................................................................................ 15

10.6. Tie Bids .............................................................................................................. 15

10.7. Rejection of Bids ................................................................................................ 16

11. BID PROCESS EXCEPTIONS AND DOCUMENTATION .............................................. 17

11.1. Professional Services ........................................................................................ 17

11.2. Computer Software and Computer Repair ......................................................... 17

11.3. Sole Source Procurement .................................................................................. 17

11.4. Competitive Bidding Completed by Another Agency .......................................... 17

11.5. Failure of the Successful Bidder to Execute the Contract ................................... 18

11.6. Bid Requirements Waived in Local Emergency .................................................. 18

11.7. Authority to Waive Any Step of Selection Process ............................................. 18

12. PAYMENT METHODS AND DOCUMENTATION .......................................................... 18

12.1. Demand ............................................................................................................. 18

12.2. Purchase Order ................................................................................................. 18

12.3. Equipment Purchases ........................................................................................ 19

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PURCHASING POLICY

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1. PURPOSE

In accordance with Chapter 2.48 of the Upland Municipal Code (“UMC”), the purpose of this Purchasing Policy (the “Policy”) is to implement procedures to provide the City of Upland (the “City”) a means of assuring continuity and uniformity in its purchasing operation, and to define the responsibilities for purchasing supplies, equipment, vehicles, maintenance, public works projects, and professional services for the City. These guidelines are not intended to address every issue, exception, or contingency that may arise in the course of purchasing activities. The basic standard that should always prevail is to exercise good judgment in the use and stewardship of City resources, including keeping within the budget authorized by the City Council.

2. POLICY

All purchases of supplies, equipment, vehicles, maintenance, public work s projects, and professional services are governed by Chapter 2.48 of the UMC. This policy applies to all purchases, projects and services approved by the City Council through the annual budget process. Staff shall make reasonable efforts to contact qualified vendors.

All bid documents and contract agreements for projects or services purchased with federal grants as a full or partial funding mechanism will include all federal requirements and stipulations as mandated by the funding organization.

No employee, officer, or agent shall participate in the selection, award, or administration of a contract supported by Federal, State, or City funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, agent, or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award. The officers, employees, and agents of the City shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to sub agreements (UMC

2.56.060).

All procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open and free competition (UMC 2.48.050). The City of Upland shall be alert to organizational conflicts of interest, as well as noncompetitive practices among contractors that may restrict or eliminate competition or otherwise restrain trade. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, and invitations for bids and/or requests for proposals shall be excluded from competing for such procurements. An exception to this is when at least two contractors have given proposals or when the contractor has been identified as a unique sole source provider. Awards shall be made to the bidder whose offer is responsive to the solicitation and is most advantageous to the City, where price, quality and other factors are considered. Solicitations shall clearly set forth all requirements that the bidder shall fulfill in order for the bid or offer to be evaluated by the City. Any and all bids or offers may be rejected when it is in the City’s best interest to do so.

Some form of cost or price analysis shall be made and documented in the procurement files in connection with every procurement action. Price analysis may be accomplished in various ways, including the comparison of price quotations submitted, market prices and similar indicia, together with discounts. Cost analysis is the review and evaluation of each element of cost to determine reasonableness, allocability and allowability.

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In almost all cases when using any type of purchasing procedure, departments must receive bids from at least three vendors. In situations when fewer than three bids are received, a written explanation needs to accompany the requisition.

The recognized methods for procurement are: Cal Card, Purchase Order, Blanket Purchase Order, Demand for Payment, and Petty Cash.

3. PURCHASING SYSTEM OVERVIEW

General
Purchases
Less Than
$10,000
(over-the-counter)
Prudent judgment required;
comparative pricing whenever
practical
Bid award by department head
via demand request or purchase
order
$10,000 to
$50,000
(open market)
Over $50,000
(formal)
Department solicits at least 3
quotes (may be verbal as long
as documented)
Award by purchase order or
contract signed by City Manager
Formal bidding required unless
exempted; encumber via
contract or purchase order
City Council approval for award
of bid required
Includes supplies,
equipment, operating
or maintenance
services, and
construction projects
other than "Public
Works Projects"
Professional
Services
Less Than
$10,000
(over-the-counter)
Prudent judgment required;
comparative pricing whenever
practical
Bid award by department head
via demand request or purchase
order
$10,000 to
$50,000
(open market)
Over $50,000
(formal)
Department solicits at least 3
quotes (may be verbal as long
as documented)
Follow purchasing authority;
award by purchase order or
contract signed by City Manager
Formal bidding recommended;
encumber via contract and
purchase order
City Council approval required
These are general
guidelines. The
evaluation and
selection of
professional services
may vary on a case-
by-case basis.

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4. PURCHASING AUTHORITY

The following table defines the suggested purchasing authority by position. All approved signers need to have an Authorized Signature Form on file with the Purchasing Official which has been approved by their supervisor.

Purchasing Authority Position

Up to $10,000 Supervisory-Level Employees

Up to $15,000 Manager-Level Employees

Up to $25,000 Director-Level Employees

Up to $50,000 City Manager

Purchases for projects, services, vehicles, equipment, and supplies less than or equal to $25,000 are subject to a direct purchasing procedure and may be awarded by the Department Head.

Managers may award purchases less than or equal to $15,000.

Purchases for projects, services, vehicles, equipment, and supplies that are greater than $25,000 and less than or equal to $50,000 are awarded by the City Manager.

Purchases for projects, services, vehicles, equipment, and supplies over $50,000 are subject to the purchasing procedures outlined in the UMC and are awarded by the City Council. In accordance with state law, the City Council must approve plans and specifications for all public works and maintenance projects over $5,000. This policy applies to all budgeted purchases, projects, and services.

5. UNAUTHORIZED PURCHASES

Except for urgencies, departmental purchases, or other authorized exemptions stated in these guidelines, no purchase of supplies, services, or equipment shall be made without an authorized purchase order. Otherwise:

 such purchases are void and not considered an obligation of the city.  invoices without an authorized purchase order may be returned to the vendor unpaid.  the person ordering the unauthorized purchase may be held personally liable for the costs of the purchase or contract.

Purchase orders shall be issued prior to ordering supplies, equipment, and services and not “after the fact” for work already done or materials already ordered.

6. PURCHASING EXEMPTIONS

Certain purchases are not readily adaptable to the informal and formal bidding process. These purchases are generally for items where the competitive bid process is not applicable or where a

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check is required to accompany the order. In these instances, a purchase order would not be required. However, should a vendor require a purchase order prior to accepting an order, a purchase order can be initiated. Following is a list of allowable exemptions to the purchasing process requirements:

 Advertisements and Notices
 Attorney Services
 Bond Issuance Related Services
 City Attorney Services
 Courier/Delivery/Messenger
Services
 Fuel
 General Supply Stores
 Instructional Services Agreements
 Insurance Claims and Premiums
 Medical Payments
 Membership Dues
 Organization Meetings
 Payments to Other Governmental
Units
 Performing Arts Agreements
 Petty Cash Replenishment
 Postage
 Property Rentals
 Publications
 Real property/easement acquisition
 Subscriptions
 Trade Circulars or Books
 Travel Expenses
 Utility Payments

A requisition will need to be completed and a purchase order issued prior to ordering any items/services greater than $10,000.

7. FACTORS CONSIDERED WHEN SELECTING A VENDOR

Factors that may be considered when awarding bids shall include, but are not limited to:

 Clarity and understanding of project scope and how the project will benefit the community.
 The ability to meet requirements or bid specifications.  Familiarity with the type of project being undertaken.  Knowledge of and responsibility for and complying with pertinent laws and regulations governing the purchasing process.
 Experience providing the specified service, equipment, product, or vehicle.  List of references and past record of performance, including quality of work, ability to meet timelines, and cost control.
 Capacity to meet timelines of project or product delivery.  Cost of service or product to be provided relative to the timeframe proposed.  Local vendor preference. Local preference is desirable because it stimulates the local economy. All orders/ contracts are awarded on the basis of quality, previous performance, ability to meet the contract requirements, availability of service and parts, delivery schedule, and payment terms/discounts. When all these factors are equal except price, a preference will be given to local vendors equal to five percent or less (up to $1,000.00) of the quoted price. The rationale is that the sales tax returns to the city general fund as revenue, effectively reducing the cost. (UMC Sec. 2.48.130).

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8. REQUISITION / PO PROCESS

8.1. Purchase Requisition

The Purchase Requisition is used for authorizing the purchase of all materials, equipment, supplies and services. The Purchase Requisition provides a space for vital information required before an order may be placed, and provides authorization to the Purchasing Official to make a commitment. Without this authorization, the Purchasing Official cannot commit funds.

1. The Purchase Requisition is the only order form used by the City of Upland.

2. To control spending by unauthorized users, Purchase Requisitions are to be used for all procurements where a Cal Card or Petty Cash have not been used.

3. The requesting party is to complete all requested information in the purchasing module.

4. Information should be entered on the requisition as follows:

a. Department
b. Vendor No.
c. Ship to Code
d. Requested By
e. Comments, if needed
f. Account #
g. Under Detail Lines, requestor completes description, quantity, unit of measure, pricing, etc.

5. The Department Head or Authorized Signer needs to approve the requisition.

6. The requesting party needs to send a copy of the approved requisition along with the quoted information to the Purchasing Official.

8.2. Requisition Converted to Purchase Order

Upon receipt of a requisition, the Purchasing Official will review the supplied documents for PO generation. If a purchase order is issued, a copy will be forwarded to the original requester.

8.3. New Vendor

If the supplier is a new vendor to the City, then a New Vendor Information Form will need to be completed and forwarded onto the Purchasing Official prior to ordering. A W-9 form on file with the City shall be verified or obtained.

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8.4. Change Orders

Purchase Orders represent a contract between the City and the Vendor. Any substantial change to a Purchase Order shall be documented as a change order.

Change Orders shall be reviewed by the Purchasing Division and shall be approved by the City Manager. Any change order that results in the purchase order exceeding $50,000 shall be approved by City Council. A purchase order may not be increased by more than 10% or $2,500, whichever is less, without a change order, except for taxes, shipping and handling as discussed below.

Taxes, shipping, and handling may cause the purchase order to exceed the authorized purchase order amount. These items do not require a Change Order, even if they exceed 10% of the original purchase order amount.

The Requisition Form shall be used to change a quantity, description, size, color, vendor name or address, unit price, delivery location, terms and conditions, and to delete or add to the order. It shall also be used to terminate a purchase order and to correct errors in the original purchase order.

9. PURCHASING / BID PROCESS AND DOCUMENTATION

9.1. General

 Department Heads or their designees shall maintain a list of local vendors who have requested to be notified when bids for services, projects, equipment, and vehicles will be occurring.

 It is considered unlawful to split or separate purchases into smaller work units for the purpose of evading the provisions of UMC 2.48.160, requiring work to be done by contract after competitive bidding. A formal Request for Proposal (RFP) is to be added to the City’s website to allow for public participation in the bidding process.

 For the purpose of determining which type of purchasing procedure should be used, project cost shall include the basic cost for the goods or services, as well as taxes, freight fees and any other incidental charges.

9.2. Blanket Purchase Orders

A Blanket Purchase Order is an agreement whereby the City contracts with a vendor to provide equipment or supplies on an as-needed and often over-the- counter basis. Blanket Purchase Orders provide a mechanism whereby items which are uneconomical to stock may be purchased in a manner that allows field operations timely access to necessary materials. Blanket Purchase Orders shall not be used to purchase services, capital assets, or items maintained in stock.

If used at the beginning of the fiscal year, departments may make arrangements with certain vendors to have open accounts. The Purchasing Official will need an appropriate requisition completed and all quotes and competitive bid backup documents prior to a Purchase Order being issued. Blanket Purchase Orders follow the same purchasing rules and authority levels as any other Purchase Order

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(UMC 2.48.060). Requests for Blanket Purchase Orders may also be submitted to the Finance Division on an as-needed basis. The Finance Division shall review Blanket Purchase Order requests based upon the following criteria:

1. Geographic location.

2. Responsiveness and capabilities.

3. Average dollar value and type of items to be purchased.

4. Frequency of need.

All Blanket Purchase Orders shall include the following information:

 A general description of the equipment or supplies which may be charged.
 The period of time the order will remain open, not to exceed one year.  The maximum total amount which may be charged on the purchase order.
 Requirement that the employee show City identification.  Requirement that employees print and sign their names when picking up goods.
 Account number(s) to be charged.

Once a Blanket Purchase Order is issued to a vendor, any authorized City employee may contact the vendor directly to place orders per the terms and conditions specified in the Blanket Purchase Order.

9.3. Contract Purchases Orders

Contract Purchase Orders are the preferred method of purchasing repetitive-use items or services which may be common to several departments or within one department. Establishing Contract Purchase Orders provides a means of obtaining volume pricing based upon the combined needs of all departments, reduces the administrative costs associated with seeking redundant competitive bids and processing a Purchase Order each time an order is placed, and allows departments to order as needed, reducing the requirement to maintain large inventories of stock.

If a Contract Purchase Order exists, departments shall order all of their requirements from the successful vendor. No other source shall be used without prior approval of the Purchasing Officer. Departments shall submit, in writing to the Purchasing Division, any performance problem encountered immediately following the occurrence so that corrective action may be taken.

Contract Purchase Orders are annual and may include option for renewal for specific products, product types, or services at agreed upon prices or pricing structure and for a specified period of time.

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As appropriate, Contract Purchase Orders should include:

1. Insurance certificate(s) naming the City of Upland as additional insured shall be obtained at a coverage level that is applicable to the City’s exposure to liability (if any).

2. Copy of contractors or other type(s) of license(s) as applicable.

3. A valid City of Upland Business License or qualified vendor exception certificate shall be verified or obtained for any service performed or goods delivered.

9.4. Purchases Less Than or Equal to $10,000

(Over-the-counter: a purchase, usually of a limited dollar amount, made by buying from an available source, as opposed to buying from a vendor who has responded to an invitation to bid.)

1. Pricing quotes should be obtained but are not required for purchases less than $10,000. If price quotes are obtained, the department making the purchase must provide competitive pricing information from three vendors for a specified item and quantity thereof.

2. In the event that competitive bids are not obtained, documentation of the reason(s) must be provided to the Purchasing Official in the form of a memorandum.

3. Prior to requesting a requisition for equipment purchases that will be made with federal funds, City staff shall perform a search of the Federal Excluded Parties List System (EPLS), available online at https://www.sam.gov , to ensure that vendor(s) are not listed. This task is to comply with Federal procurement program policies and requirements. A screen print of the search results shall be used as supporting documentation to provide proof that the listing was checked. The screen print needs to be attached to the requisition for purchase order approval.

9.5. Purchases Between $10,000 and $50,000

(Open market: a request for price quotations for a commodity or services that does not require a sealed bid, public opening, or public reading of bids.)

1. Pricing quotes shall be obtained for all purchases, excluding professional services, greater than $10,000 and less than or equal to $50,000. The department making the purchase must provide competitive pricing information from three vendors for a specified item and quantity thereof.

2. In the event that competitive bids are not obtained, documentation of the reason(s) will be required by the Purchasing Official.

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3. Insurance certificate(s) naming the City of Upland as additional insured shall be obtained at a coverage level that is applicable to the City’s exposure to liability (if any).

4. Copy of contractors or other type(s) of license(s) as applicable.

5. A valid City of Upland Business License or qualified vendor exception certificate shall be verified or obtained for any service performed or goods delivered.

6. Prior to requesting a requisition for equipment purchases that will be made with federal funds, City staff shall perform a search of the Federal Excluded Parties List System (EPLS)—available online at https://www.sam.gov - to ensure that vendor(s) are not listed. This task is to comply with Federal procurement program policies and requirements. A screen print of the search results shall be used as supporting documentation to provide proof that the listing was checked. The screen print needs to be attached to the requisition for purchase order approval.

9.6. Purchases Greater Than $50,000

(Formal: an RFP must be submitted in a sealed envelope and in conformance with a prescribed format to be opened publicly at a specified time UMC Sec. 2.48.090).

1. Notice Inviting Bids: Notices inviting bids shall include a general description of the article(s) to be purchased or sold, shall state where bid templates or forms and specifications may be secured and the time and place for opening bids.

a. Published Notices. Notices inviting bids shall be published at least 10 days before the bid opening date. Notices shall be published at least once in a newspaper of general circulation, or shall be posted in at least three places in the City that have been designated by ordinance as the place for posting public notices.

b. Bidder’s List. The Purchasing Official shall also solicit bids from responsible prospective suppliers whose names are on the bidder’s list or who have made a written request that their names be added to the bidder’s list maintained by the Department Heads.

2. Bid Opening Procedure: Sealed bids shall be submitted to the City Clerk and shall be identified as “bid” on the envelope. Bids shall be opened in public at the time and place stated in the public notice. A tabulation of all bids received shall be available for public inspection during regular business hours for a period of not less than 30 calendar days after the bid opening.

3. Rejection of Bids: In its discretion, the City Council may reject any and all bids presented, re-advertise for bids, or authorize the Purchasing Official to award a contract after negotiation for the most reasonable cost under

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existing conditions. The right to reject any or all bids is expressly reserved by the City. The decision of the City Council shall be final.

4. Award of Contracts: Except as otherwise stated in this section, contracts shall be awarded to the lowest responsible bidder. All contracts are awarded on the basis of quality, previous performance, ability to meet contract requirements, availability of service and parts, delivery schedule, and payment terms / discounts.

5. Tie Bids: If two or more bids received are for the same total or unit price, quality and service being equal, the City Council may, at its discretion, accept the one it chooses or accept the lowest bid made by negotiation with the tied bidders.

6. Waiver of Defects: The City Council shall have the right to waive any irregularities or informalities in the bidding or in the procedures set forth in this chapter. No irregularity or informality shall void any contract.

7. Insurance Certificate(s): Naming the City of Upland as additional insured shall be obtained at a coverage level that is applicable to the City’s exposure to liability (if any).

8. License(s): Copy of contractors or other type(s) of license(s) as applicable.

9. Business License: A valid City of Upland Business License or qualified vendor exception certificate shall be verified or obtained for any service performed or goods delivered.

10. Federal Excluded Parties List System: Prior to awarding a bid and submitting a requisition for equipment purchases that will be made with federal funds, City staff shall perform a search of the Federal Excluded Parties List System (EPLS)—available online at https://www.sam.gov - to ensure that vendor(s) are not listed. This task is to comply with Federal procurement program policies and requirements. A screen print of the search results shall be used as supporting documentation to provide proof that the listing was checked. The screen print needs to be attached to the requisition for purchase order approval.

10. BIDDING FOR PUBLIC PROJECTS GREATER THAN $5,000

Formal bidding for “public projects” is defined in the California Public Contract Code and therefore requires substantively different procedures than those followed for projects not covered by State law. For purchases and contracts for supplies, equipment, and contractual services for “public projects”, a formal bid will be used for amounts outlined in the California Public Contract Code.

The award shall be made by the City Council to the lowest responsible bidder.

10.1. General Instructions

1. Procurements expected to exceed $5,000 should be so identified at the time of submission to Finance.

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2. City Council approval of a project is required before formal bidding for public projects.

3. After bids are received and publicly opened, they are sent to the requisitioning department for technical evaluation. The evaluation must be based upon compliance with the specification(s) contained in the bid documents.

10.2. Notice Inviting Bids

The publication of the notice shall be at least ten (10) days before the date of bid opening. The notice shall be published at least twice, not less than five (5) days apart in a newspaper of general circulation within the City and on the City’s website.

The following information is required in all bid notices for formal bidding of public projects:

1. The bid notice shall distinctly state the project to be done.

2. The bid notice shall include a general description of the articles and/or services to be procured.

3. The bid notice shall state the time and place for the submission of sealed bids, and where and when the sealed bids will be publicly opened and read.

4. The bid notice shall state the time and completion of the contract and include the amount for liquidated damages.

5. The bid notice shall state the cost of plans and specifications and where bid forms may be obtained.

6. No bid will be received unless it is made on a proposal form furnished by the lead department.

7. Each bid must be accompanied by a certified or cashier's check, or a bidder's bond, made payable to the City of Upland for an amount equal to at least ten (10) percent of the bid amount; such guarantee to be forfeited should the bidder to whom the contract is awarded fails to enter into the contract.

8. In addition, a Performance Bond in an amount equal to 100% of the bid, a Payment Bond (i.e., Labor and Materials Bond) in an amount equal to 100% of the bid, and a 10% Bid Bond shall be required of the successful bidder prior to entering into a contract. The City will permit substitution of approved securities for monies retained in accordance with the appropriate sections of the State Standard Specifications, January, 1981.

9. Before a contract is entered into with the successful bidder, the bidder shall present evidence in writing to the City of Upland that he or she has current

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liability and property damage insurance in at least the amounts noted in the bid document.

10. No contract will be awarded to any contractor who has not been licensed in accordance with the provisions of Chapter 9 of Division III of the State Business and Professions Code, Section 7000, et seq.

11. All bids are to be compared on the basis of the Project Engineer's estimate of the quantities of work to be done. If the City Council makes an award, it will be to the lowest responsible bidder.

12. A bid may be rejected on the basis of a bidder, any officer of such bidder, or any employee of such bidder who has been disqualified, removed or otherwise prevented from bidding on or completing a federal, state or local project because of a violation of law or a safety regulation.

13. In accordance with the provisions of Sections 1771 and 1771.5 of the California Labor Code, contractors are required to pay the general prevailing rate of per diem wages for work of a similar character in the locality in which the public work is performed and the general prevailing rate of per diem wages for holiday and overtime work for:

a) Any public works construction project of $25,000 or greater, and/or

b) Any public works project for alteration, demolition, repair or maintenance, costing $15,000 or greater.

A pre-job (construction, demolition or repair) conference shall be conducted with the contractor(s) and subcontractor(s) to discuss federal and state labor law requirements applicable to the contract; and project contractor(s) and subcontractor(s) shall maintain and furnish, at a designated time, a certified copy of each weekly payroll containing a statement of compliance signed under penalty of perjury; and the City of Upland shall review, and if appropriate, audit payroll records to verify compliance with the California Labor Code.

14. Pursuant to State law (Section 1777.5 of the California Labor Code), every contractor and subcontractor shall submit contract award information to the applicable joint apprenticeship committee which shall include an estimate of journeyman hours to be performed under the contract, the number of apprentices to be employed, and the approximate dates the apprentices will be employed.

State law stipulates that a contracted labor force for any public project costing $30,000 or greater, or scheduled to take 20 working days or more to complete, must have a ratio of at least one (1) apprentice to five (5) journeymen. Any contractor wishing to be exempted from the 1-to-5 ratio must apply for a certificate from the joint apprenticeship committee.

Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial

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Relations, ex officio the Administrator of Apprenticeship, or from the Division of Apprenticeship Standards branch offices.

15. The City shall insert the following notification in all solicitations for bids for work or material subject to the regulations made in connection with the Federal Aid Highway Program, and in adapted form in all proposals for negotiated agreements:

The City of Upland in accordance with Title VI of the Civil Rights Act of 1964 and 78 Stat. 252, 42 USC 2000d-d4 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, part 21, Nondiscrimination in federally assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex, or national origin in consideration for an award.

16. The City Council reserves the right to reject any and all bids, to waive any informality in the bidding, and to accept any bid or portion thereof.

10.3. Bid Opening Procedure

1. Sealed bids shall be submitted to the City Clerk at the time and place specified in the bid notice.

2. Bids shall be identified as such on the face of the envelope.

3. Bids received by the City Clerk after the time indicated in the published "Notice Inviting Bids" shall be returned unopened to the bidder.

4. Bids received as required shall be opened in public at the time and place stated in the "Notice Inviting Bids".

5. Present on behalf of the City at the bid opening shall be the City Clerk, City Engineer, and the designated Purchasing Official. The City Clerk shall record all bids received.

6. The City Clerk shall keep a record of each bid opening, including the time and place of the bid opening, the bidders, bid amounts and such other matters as the City Clerk shall deem pertinent.

7. A tabulation of all bids received shall be available for public inspection in the City Clerk's Office for a period of not less than thirty (30) calendar days after the bid opening.

8. The City Manager or designee shall report all bids received, along with City staff recommendation, to the City Council. If, after all formal bid procedures are observed, no bids are received, the City Council may proceed with the

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project, notwithstanding the restrictions in the State law on Public Works Projects.

10.4. Award of Bids

Bid contracts shall be awarded by the Council to the lowest responsible bidder, except as otherwise provided in the Code (UMC 2.48.130).

10.5. Lowest Responsible Bidder

The following factors will be considered in evaluating the “lowest responsible bidder”:

1. The ability, capacity and skill of the bidder to perform the contract required;

2. Whether the bidder has the facilities to perform the contract promptly, or within the time specified, without delay or interference;

3. The integrity, reputation, judgment, experience and efficiency of the bidder;

4. The bidder's record of performance of previous or similar contracts;

5. Previous and existing compliance by the bidder with federal, state and municipal laws relating to the contract;

6. The financial resources and ability of the bidder to perform the contract;

7. The quality, availability and adaptability of the supplies or equipment to the particular use required;

8. The bidder's ability to perform the work required, the cost to the City and the ease of obtaining repairs and performing maintenance;

9. The number and scope of conditions attached to the bid; and

10. The sales tax differential.

10.6. Tie Bids

If tie bids are received, quality and service being equal, the contract shall be awarded to a local bidder. If the above condition is not applicable, the City Council may accept either one of the bids, or:

a) May reject any and all bids presented and re-advertise;

b) May accept the lowest bid made by negotiation with the tie bidders; or

c) May award the bid to any one of the low tie bidders by public drawing.

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10.7. Rejection of Bids

If a bidder fails to complete the following requirements, the bid submitted will not constitute a legally acceptable bid to the City and will be rejected from consideration.

The following are typical of a non-responsive bid:

 Insurance certificates are incomplete;

 Bid bond not furnished or incomplete;

 Personal or company check furnished in lieu of cashier's/certified check;

 Failure to attend mandatory job walk; or

 Failure to respond to questions or requirements of the bid notice.

Other reasons for bid rejection include:

 More than one proposal for the same work from any individual, firm, partnership, corporation, or association under the same or different names will not be accepted.

 Reasonable grounds for believing that any bidder is interested in more than one proposal for the work will be cause for rejecting all proposals in which such bidder is interested.

 Proposals in which the prices are obviously unbalanced, and those which are incomplete or show any alteration of form, or contain any additions or conditional or alternate bids that are not called for or otherwise permitted.

 A proposal on which the signature of the bidder has been omitted.

 In its discretion, the City Council may reject all bids presented and re-advertise (UMC 2.48.090).

 After receiving bids, the City Council may pass a resolution by its members declaring that the project can be performed more economically in the open market or the materials, labor or supplies can be furnished at a lower price in the open market. Upon adoption of the resolution, the City Council may proceed with the project or may procure in the open market the needed materials, labor or supplies, notwithstanding the restrictions in the State law on Public Works Projects.

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11. BID PROCESS EXCEPTIONS AND DOCUMENTATION

11.1. Professional Services

Professional services include, but are not limited to: accounting/auditing; information technology consulting; civil, mechanical, electrical, structural, traffic, and geotechnical engineering; architecture; community planning and economic development; financial and economic feasibility; personnel; legal; management; environmental; cable TV; and communications.

An agreement shall be executed between the City and the service provider when the professional services provided exceed an amount greater than $10,000.

Technical consultant services are of a professional nature and due to the professions involved, as well as the nature of services to be provided, do not readily fall within the competitive bidding process. Each department is authorized to solicit proposals and evaluate and submit their recommendation to the City Manager (UMC 2.48.060).

11.2. Computer Software and Computer Repair

Because it is proprietary and vendor specific, computer software licensing, subscriptions, and maintenance are exempt from the requirements of this policy, and alternative purchasing procedures may be used. Computer repair involving the process of replacing damaged, broken, or worn-out parts or the replacement of hardware in and of itself is also exempt. The purchase of new hardware is not exempt and shall follow the provisions of UMC 2.48.080.

11.3. Sole Source Procurement

Commodities and services, which can be obtained from only one vendor are exempt from competitive bidding. Sole source purchases may include proprietary items sold directly from the manufacturer, items that have only one distributor authorized to sell in this area, or a certain product that has been proven to be the only product acceptable. All sole source purchases shall be supported by written documentation signed by the appropriate department head and forwarded to the Finance Division. The Finance Officer or designee will make the final determination that an item is a valid sole source purchase.

11.4. Competitive Bidding Completed by Another Agency

Prices quoted through a competitive bidding process by another public agency, including pricing from the California Multiple Award Schedule where the price to the City is equal to or better than the price to the public agency that completed the competitive bid process, may be used for purchasing supplies, vehicles, equipment, and services for use in the City, or may be used as one of the three required bids for competitive purchasing.

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11.5. Failure of the Successful Bidder to Execute the Contract

Failure to execute a contract and file acceptable documents as conditioned by the City, the City Council may award the contract to the next lowest bidder.

11.6. Bid Requirements Waived in Local Emergency

The City Manager may waive formal and informal purchasing requirements in the event a local emergency has been declared. Purchasing requirements may remain waived until the City Council has declared the emergency is over.

11.7. Authority to Waive Any Step of Selection Process

When the City Manager determines that it is in the best interest of the City to shorten the selection process in order to begin work immediately on the City’s project or retain a consultant who is already familiar with the City’s project, the City Manager has the authority to waive any step of the selection process. In the event the City Manager determines that it is necessary to omit any phase of the selection process, the City Manager shall notify the City Council or Finance of such action.

A written statement of the City Manager’s determination shall be retained in the project file.

12. PAYMENT METHODS AND DOCUMENTATION

The City uses multiple methods to pay for services, supplies, or equipment: the Purchase Order, Demand, Cal Card, and Petty Cash. To ensure that terms and conditions of all purchases are met by the vendor, payment will not be made until the services and/or supplies are received as ordered, an invoice is presented by the vendor, and the responsible employee has accepted delivery of the goods. The receiving department needs to forward the invoice, stamped and signed for payment, along with copies of all receiving documents to Finance. The receiving documents, such as a packing list, need to be signed and dated by the receiver.

12.1. Demand

A demand may be used when the vendor does not require a purchase order.

Completed demand payment requests will be processed by Finance staff in accordance with the scheduled accounts payable dates.

12.2. Purchase Order

A purchase order encumbers funds until actual payment is made. The purchase order identifies the selected vendor, the services or supplies to be purchased, and the terms and conditions (price, delivery date, and payment schedule) of the purchase.

The purchase order should be complete as to the quantity, unit, description, price (including sales tax, shipping, handling, and other related costs), and account number. After required department approvals have been obtained on the requisition, the originating department shall forward the completed requisition, including all required bid documentation, to the Purchasing Official. Bid documents shall include the actual request for proposals or request for quotes, all proposals

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submitted and/or the applicable contract form. The complete purchase order/requisition and bid packet shall be sent to the Purchasing Official who will review for completeness. Upon approval from Finance, the Purchasing Official will return the purchase order to the ordering department, who then retains a copy.

The ordering department will inform the vendor that the purchase order number is required to be on all invoice(s) and packing lists.

When the goods and the vendor’s invoice are received, the ordering department is required to date stamp the invoice and prepare a demand for payment. If only one payment is to be made to the vendor, the ordering department stamps the invoice, attaches copies of all receiving documents and forwards all to Accounts Payable.

If a purchase order has been partially filled, the ordering department may approve and process a partial payment by supplying the invoice and copies of receiving documents to Accounts Payable. The ordering department shall maintain all records of partial payment requests to ensure that the purchase order limit is not exceeded. Final payments are processed by submitting a final invoice and supporting receiving documents to Accounts Payable.

In the event an invoiced amount exceeds ten (10) percent of the original purchase order, a purchase order increase/decrease form and an explanation shall be attached with all necessary approvals.

12.3. Equipment Purchases

In accordance with Capital Asset Reporting, single items valued at greater than $5,000 (buildings, machinery, equipment, office furniture, and vehicles) shall be reported as a capital asset acquisition.

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S T A F F R E P O R T
I T E M N O . 10.O .

D A T E :S ep tem b er 12 , 20 22
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : B R A D E N Y U, P U B L I C W O R K S D I R E C TO R

B O B C R I TC H F I E L D, E N G I N E E R I N G M A N A G E R S U B J E C T :N OT I C E O F C O M P L E T I O N F O R C I V I C C E N T E R A R E A PA V I N G A N D

A D A I M P R O V E M E N T S

R E C O M M E N D E D A C T I O N
I t i s recom m en d ed th at th e C i ty C oun cil acc ep t th e w ork; aut horize th e C it y M an ag er or d esig nee t o rec ord th e N otice of C om p l eti on ; and to red u ce t h e Fait hfu l Perform anc e B on d to 10 % for the C ivic C enter A rea Paving and A D A I m p rovem en ts P roject.

G O A L S T A T E M E N T
Th e p rop osed ac ti on sup p orts t he C i ty's ob ject ive to contin ue to m ai n t ain and i m p rove the C ity's p ub lic road way an d tran sp ortation facilities.

B A C K G R O U N D
O n D ecem b er 13 , 20 21 , th e C it y C ou n c il aw ard ed t he C ivic C en ter A rea Pavin g an d A D A I m p rovem en t P roject to G en try B rothers, I n c. and au th orized u p to $4 25 ,00 0 (in clud in g con ting encies) for t he w ork. Th e p rojec t con si st ed of p avem ent an d d rain ag e im p rovem ents to t h e C i vic C en t er p arkin g lot , as wel l as th e int ersect ion of F irst Avenu e & "D " S treet.

S p ecific i m p rovem ent s inclu d ed as p h alt p avem ent reh ab il it ati on , rep airs t o con crete cu rb s & g u tters, in stallation of A D A com p li ant cu rb ram p s , in st all ati on of t ren ch d rain s, b ox culverts, and a low heig h t b loc k w all t o re-d irect d rainag e flow, foll ow ed b y rep lacem ent of p avem en t m arkin g s.

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I S S U E S /A N A L Y S I S
Th e con tract or has sin ce s ati sfac toril y c om p let ed th e req u i red i m p rovem ent s. Th e C it y can now accep t t he w ork, fil e t h e N otice of C om p letion, and red u ce th e Fai th fu l Perform an c e B on d to 10 %. Th e C ity w il l retai n the L ab or M at eri als B on d for s ix (6 ) m on t h s an d release it th ereafter, p rovid ed no lien s or stop n otices are filed ag ainst the p roject.

F I S C A L I M P A C T S
Th e final construction cost of $38 7,8 42 .21 is w ithin th e orig in al authorized ap p rop riation am ou nt of $4 25 ,00 0, therefore n o ad d ition al ap p rop riation is necessary.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
NO C for Civic Center
Vicinity M ap

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Recording requested by
and when recorded mail to:

City of Upland, City Clerk’s Office
460 N. Euclid Avenue
Upland, CA 91786

(Space above this line for Recorder’s use)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383
Notice of Completion
Pursuant to Civil Code Section 3093, NOTICE is hereby given that:

The undersigned is the owner of the interest or estate stated below in the property hereinafter described. The full name and address of owner is City of Upland, 460 North Euclid Avenue, Upland, California 91786.

Assessors Parcel Numbers N/A, in and to the hereinafter described property.

The work was completed on that certain work known as Project No. 74004 & 82336, Civic Center Area Paving and ADA Improvements for the undersigned City of Upland, a Municipal Corporation, on the 1st day of July, 2022.

The City accepted the job on the 12th day of September, 2022.

The Contractor on said job was Gentry Brothers, Inc. of Irwindale, California.

The improvement(s) consisted of asphalt pavement rehabilitation, repairs to concrete curbs & gutters, installation of ADA compliant curb ramps, installation of trench drains, box culverts, installation of a low height block wall; and replacement of pavement markings; and the location of the improvements occurred at the intersection of First Avenue & ‘D’ Street and the Civic Center Parking Lot, in Upland, California.

The surety was Federal Insurance Company.

All communications relating to the contract should bear the number above mentioned.

I hereby certify under penalty of perjury that the foregoing is true and correct.

Executed this 12th day of September, 2022 at Upland, California.

City of Upland, a Municipal Corporation

Michael Blay, City Manager

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Project: Civic Center Area Paving & ADA Improvements
Limits: Civic Center Parking Lot; Intersection of First Avenue and “D” Street.

City Hall
CITY OF UPLAND
DEPARTMENT OF PUBLIC WORKS
ENGINEERING DIVISION
PROJECT LOCATION MAP

Library

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S T A F F R E P O R T
I T E M N O . 10.P.

B O B C R I TC H F I E L D, E N G I N E E R I N G M A N A G E R S U B J E C T :N OT I C E O F C O M P L E T I O N F O R P R O J E C T N O. 1 61 50 , A R PA A L L E Y R E H A B I L I TA T I O N P H A S E 1

R E C O M M E N D E D A C T I O N
I t i s recom m en d ed th at th e C i ty C oun cil acc ep t th e w ork; aut horize th e C it y M an ag er or d esig nee t o rec ord th e N otice of C om p l eti on ; and to red u ce t h e Fait hfu l Perform anc e B on d to 10 % for P roject N o. 1 61 50 , A R PA A lley Rehab ilitation P hase 1.

G O A L S T A T E M E N T
Th e p rop osed ac ti on su p p ort s the C ity's ob jecti ve t o m ain tai n an d im p rove t he C i ty's p ub lic alley and sewer facilities.

B A C K G R O U N D
O n Feb ruary 28 , 2 02 2, the C i ty C ou n c il aw ard ed P roject 16 15 0 for A R PA A ll ey Rehab ilitation P h ase 1 to O n yx Paving C om p any, I n c. an d authorized up t o $51 5,0 00 (in clud in g con ting encies) for t h e work. Th e p roject consisted of the reh ab i li tat ion of fou r p u b l ic al leys as sh ow n on t h e at tac h ed m ap . S p ecific im p rovem en ts c on s is ted of rep lac em en t of old b rick sewer m an h oles ; in st all ati on of a new concret e rib b on g u tt er along t h e fl ow line of th e alleys; and reconstruction of asp h alt con crete p avem en t.

Page 1 of 4 ends

to 10 %. T he C i ty wi ll retai n t he L ab or M at erials B on d for si x (6) m on th s an d rel ease it, th ereafter, p rovid ed no lien s or stop n otices are filed ag ainst the p roject.

F I S C A L I M P A C T S
Th e final construction cost of $42 6,2 23 .78 is w ithin th e orig in al authorized ap p rop riation am ou nt of $5 15 ,00 0.0 0, therefore n o ad d ition al ap p rop riation is necessary.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
Notice of Completion
Vicinity M ap

Page 2 of 4 ends

Recording requested by
and when recorded mail to:

City of Upland, City Clerk’s Office
460 N. Euclid Avenue
Upland, CA 91786

Assessors Parcel Numbers N/A, in and to the hereinafter described property.

The work was completed on that certain work known as Project No. 16150, ARPA Alley Rehabilitation Phase 1 for the undersigned City of Upland, a Municipal Corporation, on the 2nd day of August, 2022.

The City accepted the job on the 12th day of September, 2022.

The Contractor on said job was Onyx Paving Company, Inc. of Anaheim, California.

The improvement(s) consisted of replacement of old brick sewer manholes; installation of new concrete ribbon gutters along the flow line ; and, reconstruction of asphalt concrete pavement to four alleys; and the location of the improvements occurred on four public alleys in Upland, California.

The surety was Harco National Insurance Company.

All communications relating to the contract should bear the number above mentioned.

I hereby certify under penalty of perjury that the foregoing is true and correct.

Executed this 12th day of September, 2022 at Upland, California.

City of Upland, a Municipal Corporation

Michael Blay, City Manager

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Project No. 16150 Alley Rehabilitation Program

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S T A F F R E P O R T
I T E M N O . 10.Q .

D A T E :S ep tem b er 1 2, 2 02 2
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : B R A D E N Y U, P U B L I C W O R K S D I R E C TO R

B O B C R I TC H F I E L D, E N G I N E E R I N G M A N A G E R S U B J E C T :N OT I C E O F C O M P L E T I O N F O R C I T Y W I D E S L U R RY S E A L S

G O A L S T A T E M E N T
Th e p rop osed ac ti on su p p ort s the C ity's ob jecti ve t o m ain tai n an d im p rove t he C i ty's p ub lic road w ay and alley facilities.

B A C K G R O U N D
O n N ovem b er 2 2, 2 02 1, th e C i ty C ou ncil aw ard ed th e C i tywi d e S lurry S eals P roject t o D ou g M artin C ont rac ti ng C om p any, I nc . an d au th ori zed u p t o $1,0 50 ,00 0 (i nc lu d i ng contin g en cies) for t h e w ork. Th e p roject con sisted of crack s eali n g an d p avem ent rec on s tru c ti on in localized failure areas , followed b y th e ap p l icati on of a s lu rry seal t o t he asp halt p avem en t su rface an d rep lacem en t of traffic strip in g .

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F I S C A L I M P A C T S
Th e final construction cost of $99 3,8 33 .21 is w ithin th e orig in al authorized ap p rop riation am ou nt of $1 ,05 0,0 00 .00 , th erefore no ad d itional ap p rop riation is n ecessary.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
NO C for S lurry Seals
Dist 1 M ap
Dist 2 M ap
Dist 3 M ap
Dist 4 M ap
Alley M ap

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Recording requested by
and when recorded mail to:

City of Upland, City Clerk’s Office
460 N. Euclid Avenue
Upland, CA 91786

Assessors Parcel Numbers N/A, in and to the hereinafter described property.

The work was completed on that certain work known as Project No. 70004, 70010, & 86001 Citywide Slurry Seals for the undersigned City of Upland, a Municipal Corporation, on the 29th day of June, 2022.

The City accepted the job on the 12th day of September, 2022.

The Contractor on said job was Doug Martin Contracting Company, Inc. of La Habra, California.

The improvement(s) consisted of crack sealing and pavement reconstruction in localized failure areas, followed by the application of a slurry seal and replacement of pavement markings; and the location of the improvements occurred at various public streets and alleys, in Upland, California.

The surety was Liberty Mutual Insurance Company.

All communications relating to the contract should bear the number above mentioned.

I hereby certify under penalty of perjury that the foregoing is true and correct.

Executed this 12th day of September, 2022 at Upland, California.

City of Upland, a Municipal Corporation

Michael Blay, City Manager

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Citywide Slurry Seal Work Map

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Citywide Slurry Seal Work Map
LEGEND

TYPE I SLURRY SEAL

TYPE II SLURRY SEAL

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Citywide Slurry Seal Work Map

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Citywide Slurry Seal Map

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CITY OF UPLAND

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S T A F F R E P O R T
I T E M N O . 10.R .

J O H N R O B L E S, A C T I N G U T I L I T I E S M A N A G E R S U B J E C T :A G R E E M E N T F O R A S N E E D E D W A T E R L A W A N D U T I L I T Y L E G A L

S E R V I C E S

R E C O M M E N D E D A C T I O N
I t is recom m en d ed th at th e C i ty C ou ncil ap p rove an ag reem ent with K roni ck M oskovitz Tied em ann & G irard (K M TG ) for as-n eed ed water law and u tility leg al services; and au th orize th e C ity M anag er to execu te the ag reem ent.

G O A L S T A T E M E N T
Th e p rop osed action sup p orts th e C ity's g oal of retaining q u alified leg al coun sel in cases wh ere con flicts ari se w h ic h p reven t t h e C it y A tt orn ey from rep res en t in g t he C it y on certain m atters of w ater law an d u tility leg al services.

B A C K G R O U N D
O n Feb ru ary 22 , 2 02 1, th e C it y ap p roved an ag reem en t w i th B est , B est an d K rieg er (B B &K ) for leg al services.

A lth oug h B B &K is the p rim ary p rovi d er of l eg al servic es to t h e C it y, from t im e to t im e con flicts arise wh ich p reven t B B &K from rep resentin g the C ity on certain m atters.

I S S U E S /A N A L Y S I S
Th e C it y s oli ci ted p rop osal s for as-need ed leg al servic es for the C ity’s U ti li ti es D ivi si on from q u alified law firm s . S p ec ifi cal ly, th e leg al services w il l in cl ud e, b ut are not lim it ed to, rep resentation of th e C it y on w ater rig h ts m att ers in t he C hino G rou nd w ater B asin an d the C u cam ong a G roun d wat er B asin , an d for n eg otiation s on reg ion al sewer c on t rac ts w i th I n lan d E m p ire Utilities A g ency (I E U A ).

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S taff received and reviewed p rop osals from two firm s and int erview ed b ot h firm s for con sid eration. S taff recom m en d s K ron ic k, M oskovit z, T i ed em an n & G i rard t o rep resen t the C ity for as n eed ed w ater law an d u tility leg al services.

K ronick, M oskovi tz , T ied em an n & G i rard w as est ab l is h ed i n 19 59 wi th a focu s on w ater an d w ater-related resou rc e law. K M TG 's exp eri en c e is in p u b lic ag en c y law, g en eral cou nsel rep resentation, exp ert sp ecial coun sel services an d are accom p lish ed water attorneys th at have ad vi sed cl ien ts on t h e m u l ti tu d e of l aw s an d reg u lat ion s t hat g overn water u se in C alifornia since th e foun d ing of th e firm .

K M TG fees wi ll b e cal cu lat ed b as ed on t hos e h ou rly rates, b il led i n increm ents of 1 /10 th hou r for th e leg al staff in volved , m u lt ip li ed b y t h e h ours d evoted on C l ien t's b ehalf. Th ese rates are su b ject to an au tom ati c ad justm ent b ased on in crease b y t he U rb an Wag e E arners an d C lerical W orkers for S an F ran cisco C ons um er P ric e I n d ex ("C P I "), for t h e m ost recen t 1 2- m on th p eriod availab le and w il l b e rou n d ed u p or d ow n t o th e n earest $5 p er h ou r at the b eg in ning of each calend ar year.

Th is act ion is i n com p lian ce w i th C hap ter 2 .48 of t he U p l an d M un icip al C od e and the ag reem en t h as b een reviewed b y B est, B est an d K rieg er.

F I S C A L I M P A C T S
Th is as-need ed p rofession al servic e ag reem en t has b een b u d g eted for i n th e F Y 2 2/2 3 op erating b u d g et u nd er Leg al in the Water and S ewer F u nd s. N o ad d itional ap p rop riations are necessary at th is tim e.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
Professional S ervice Agreement
Request for P roposal

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A PROFESSIONAL CORPORATION
Attorneys at Law
1331 Garden Hwy, 2nd Floor | Sacramento, CA 95833 T. 916.321.4500 | F. 916.321.4555 www.kmtg.com 1

AGREEMENT FOR LEGAL SERVICES
This Agreement for Legal Services ("Agreement") is entered into between Kronick, Moskovitz, Tiedemann & Girard, A Professional Corporation ("Kronick") and City of Upland ("Client") as of the date last set forth herein.

By signing and returning this Agreement for Legal Services, Client indicates its acceptance of the terms set forth in this document.

1. SCOPE OF AGREEMENT
Client retains Kronick to provide legal services to Client in connection with counsel on water supply, sewer, utilties and other matters by mutual agreement only.

2. DUTIES OF KRONICK AND CLIENT
(a) Kronick Duties
Kronick shall provide those legal services reasonably required to represent Client in the matter described above. Kronick shall also take reasonable steps to keep Client informed of significant developments and to respond to Client's inquiries.

While the attorney with whom Client originally met may be primarily responsible for completing the work on Client's matter, that attorney may also delegate work to other attorneys, paralegals, law clerks and office personnel within Kronick, if he or she determines that such delegation is appropriate in representation of Client's interests. If Client so requests, Client will be consulted before any delegation is made.

Kronick may, with Client's prior consent, select and hire attorneys, investigators, consultants and experts to assist in the preparation and presentation. While any such persons will report exclusively to Kronick to preserve the Attorney-Client and Attorney Work Product privileges, they will be employed by Client.

Kronick will provide at the client's request a copy of this Agreement and this Agreement shall be considered as a confidential document to the extent permitted by applicable law. Kronick is not obligated to perform any services for Client until Kronick has received a signed original or copy of this Agreement for Legal Services from Client.
(b) Client’s Duties
Client shall be truthful with Kronick, cooperate with Kronick, keep Kronick informed of developments related to the subject matter for which Client has engaged Kronick, perform the obligations Client has agreed to perform under this Agreement, pay invoices from Kronick in a timely manner, and keep Kronick apprised of his, her, or its address, telephone number, and whereabouts.

3. BILLING RATES
Client agrees to pay for legal services at the rates set forth in the Schedule of Rates below. Kronick's fees will be calculated based on those hourly rates, billed in increments of 1/10th hour for the legal staff involved, multiplied by the hours devoted on Client's behalf. These rates are subject to an automatic adjustment at the beginning of each calendar year, as set forth in the Schedule of Rates

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1331 Garden Hwy, 2nd Floor | Sacramento, CA 95833 T. 916.321.4500 | F. 916.321.4555 www.kmtg.com 2 Kronick will charge for all time worked on a matter, including travel time portal-to-portal, time waiting in court, and time spent in meetings, unless otherwise agreed to in writing.

KRONICK'S STANDARD SCHEDULE OF RATES
Shareholders/Of Counsel/Senior Counsel $325-$425
Senior Associates $250-$350
Associate Attorneys $225-$325
Paralegals $100-$190
Law Clerk/Document Clerk $100-$190
Eric N. Robinson $400
Carissa M. Beecham $365
Jenifer N. Ryan $330
Kathleen F. Leuschen $300

Our rates increase by the Urban Wage Earners and Clerical Workers for San Francisco Consumer Price Index ("CPI"), for the most recent 12-month period available and will be capped at 5% but rounded up or down to the nearest $5 per hour. Should application of the CPI result in a lower fee than those being charged at the time of adjustment, Kronick's fees would remain unchanged for that year.

Expenses, including photocopying/printing and delivery charges and for any mileage, will also be billed. A detailed schedule of these expenses can be provided upon request. Kronick's usual billing procedure is to submit a monthly itemization of the time and services charged with the names of the attorneys, paralegals and clerks whose time is being billed. However, we have a highly sophisticated and flexible billing system, which can produce invoices specific to each client's billing needs. Please let us know of any specific desires or needs you have in this respect.

4. COSTS AND EXPENSES
Whenever practical, Client shall directly pay for major costs and expenses in addition to Kronick's fees, either by advancing such costs or expenses to Kronick, or by paying third parties directly. Upon demand, Client shall advance funds to Kronick or directly pay third parties, as specified by Kronick.

In all other cases, Client shall reimburse Kronick for all costs and expenses incurred by Kronick, including, but not limited to, the following: costs of serving pleadings, filing fees and other charges assessed by courts and other public agencies, court and deposition reporters' fees, jury fees, witness fees, messenger and other delivery fees, postage, printing/photocopying, parking, mileage, travel expenses (including air fare at coach rates, lodging, meals, and ground transportation), research, investigation expenses, consultants' fees, expert witness fees, mediator fees, arbitrator fees, special master fees and other costs and expenses.

Kronick shall itemize all costs incurred on each periodic invoice.

5. INVOICES AND PAYMENTS
Kronick shall send Client an invoice for fees and costs incurred every month. However, when the fees and costs for a particular month are minimal, they may be carried over to the next month's invoice. Client shall pay invoices from Kronick within thirty (30) days after each invoice's date.

Kronick's invoices shall clearly state the basis thereof, including the amount, rate and basis for calculation (or other method of determination) of Kronick's fees. The invoices will also clearly identify the costs and expenses incurred and the amount of the costs and expenses. Client agrees to promptly review all invoices provided by Kronick and to promptly communicate any objections, questions or concerns about their contents.

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1331 Garden Hwy, 2nd Floor | Sacramento, CA 95833 T. 916.321.4500 | F. 916.321.4555 www.kmtg.com 3

6. DISCLAIMER OF GUARANTEE OR TAX ADVICE
By signing this Agreement, Client acknowledges that Kronick has made no promises or guarantees to Client about the outcome of Client's matter, and nothing in this Agreement shall be construed as such a promise or guarantee. Unless expressly set forth in Section 1 of this Agreement, Kronick has not been retained to provide, and will not provide any tax advice to Client.

7. DISCHARGE AND WITHDRAWAL
Client may discharge Kronick at any time upon written notice to Kronick. Kronick may withdraw from representation of Client (a) with Client's consent, (b) upon court approval, (c) if no court action is pending, for good cause upon reasonable notice to Client or (d) as otherwise permitted by the California Rules of Professional Conduct or other applicable law. Good cause includes Client's breach of this Agreement, Client's refusal to cooperate with Kronick or to follow Kronick's advice of a material matter, or any other fact or circumstance that would render Kronick's continuing representation unlawful or unethical.

If a court action, arbitration or other judicial proceeding is pending, Client shall promptly deliver to Kronick a signed substitution of counsel form at Kronick's request.

8. LEGAL ACTION UPON DEFAULT
If Client does not pay the balance when due, or if Client breaches any other term of this Agreement, Kronick may demand that the entire unpaid balance be paid immediately and, as provided by law, commence any legal action for collection of the balance due. Client agrees to pay interest at the rate of ten percent (10%) per annum from the date of default. Client shall be in default if it fails to pay any invoice within 30 days of the date on the invoice.

Client and Kronick agree that all legal proceedings related to the subject matter of this Agreement shall be maintained in courts sitting within the State of California, County of Sacramento. Client and Kronick consent and agree that the jurisdiction and venue for proceedings relating to this Agreement shall lie exclusively with such courts. Further, the prevailing party in any such dispute shall be entitled to reasonable costs, including attorneys' fees.

9. ARBITRATION OF FEE DISPUTE
If a dispute arises between Kronick and Client regarding attorneys' fees or costs under this Agreement and Kronick files suit in any court, or begins an arbitration proceeding other than through the State Bar or a local bar association under Business and Professions Code Sections 6200-6206, Client will have the right to stay that suit or arbitration proceeding by timely electing to arbitrate the dispute through the State Bar or a local bar association under Business and Professions Code Sections 6200-6206.

10. COMPLETION OF SERVICES
Upon the completion of Kronick's services, all unpaid charges for services rendered and costs incurred or advanced through the completion date shall become immediately due and payable.

11. CLIENT FILES
At Client's request, upon termination of services under this Agreement, Kronick will promptly release all of Client's papers and property (subject to any applicable protective orders or non-disclosure agreements) ("Client Files"). Client may also request in writing that Kronick transfer the Client Files to a third party. Kronick will release the Client Files and make them available for pick-up locally. If needed, transportation or delivery of the Client Files to another location will be arranged by the Client, who will bear the transportation costs in their entirety. Kronick is authorized to make a copy of the Client Files prior to their release for Kronick's use.

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1331 Garden Hwy, 2nd Floor | Sacramento, CA 95833 T. 916.321.4500 | F. 916.321.4555 www.kmtg.com 4

12. DESTRUCTION OF CLIENT FILE
If Client does not request the return of the Client Files, Kronick will retain the Client Files for a period of seven (7) years from the last date of service in the matter described above. After seven (7) years, Kronick may have the Client Files destroyed.

13. INSURANCE
Client is hereby informed that Kronick maintains at all times insurance coverage including but not limited to errors and omissions, umbrella, workers' compensation and general liability.

14. AGREEMENT MODIFICATION AND INTERPRETATION
This Agreement contains the entire agreement of the Parties. This Agreement may be modified only by a written instrument signed by both parties. This Agreement shall be interpreted according to the laws of the State of California, without regard to its choice of law provisions. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of this Agreement will be severable and shall remain in effect.

15. CLIENT BILLING AND CONTACT INFORMATION
Client Contact Name:

Client Contact Address:

Client Contact Email:

Client Contact Phone Number:

Send Invoices by: ___ Email ___ US Mail ___ Both
Client shall promptly notify Kronick in writing of any changes to the above information.

I understand and accept the foregoing terms, and am authorized to execute this Agreement.

Date: _________________________ ____________________________________________ Michael Blay, City Manager
City of Upland

Date: _________________________ ____________________________________________ Eric N. Robinson
Kronick, Moskovitz, Tiedemann & Girard

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CITY OF UPLAND

REQUEST FOR PROPOSALS FOR PROFESSIONAL SERVICES

FOR AS NEEDED

WATER LAW AND UTILITY LEGAL SERVICES

DATE DUE: Monday, May 2, 2022 3PM

CONTACT: Michael Blay, City Manager
[email protected]
(909) 931-4107

ALL RESPONSES MUST BE MAILED OR HAND-DELIVERED TO:

CITY OF UPLAND

OFFICE OF THE CITY CLERK
ATTENTION: KERI JOHNSON
460 NORTH EUCLID AVENUE
UPLAND, CA 91786

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City of Upland – RFP for Utility Attorney Services Page | 1 City of Upland
Request for Proposals
As Needed Water Law and Utility Legal Services

SECTION 1: INTRODUCTION

The City of Upland (City) has recently hired Best, Best and Krieger (BB&K) to serve as the City Attorney. While BB&K is the primary provider of legal services to the City, from time to time, conflicts arise which prevent BB&K from representing the City on certain matters. As a result, the City is soliciting proposals for as needed legal services for the City’s Utilities Division from qualified law firms. Specifically, the legal services will include representation of the City on water rights matters in the Chino Groundwater Basin and the Cucamonga Groundwater Basin. In addition, the legal services will include negotiations on regional sewer contracts with Inland Empire Utilities Agency (IEUA). The selected firm may be requested to provide additional legal services on an as- needed basis involving water law and utility legal services.

The City of Upland is accepting proposals for contract legal services, as set forth in this Request for Proposal. The selected firm will serve under the direction and supervision of the City Council and act as their legal advisor on the covered matters. The selected firm will not be a City employee and is not entitled to the benefits of a City employee; the position is strictly on a contractual basis.

The agreement will not be exclusive. The City Council reserves the right to retain or employ other attorneys or special counsel as may be needed, in its sole judgment, to take charge of any litigation or legal matters or to assist the selected firm.

SECTION 2: BACKGROUND

The City of Upland (population approximately 78,481) is a General Law city, which is nestled at the base of the San Gabriel Mountains in San Bernardino County. The City is approximately 15.84 square miles, with a public library, an 18–hole public executive golf course, and 13 community parks with year-round activities. The Upland Unified School District has 10 elementary schools, 2 junior high schools, a high school and a continuation high school. There are 11 colleges within a 15- mile radius of the City.

The City’s Utility Division provides Water, Recycled Water, Sewer collection and Trash Services, as well as manages Storm Drain maintenance, NPDES reporting and Post Closure Landfill. The City purchase state project water from Water Facilities Authority (WFA); purchase Cucamonga Basin and Canyon water through the City’s 70% ownership of the San Antonio Water Company (SAWCo), purchase Six Basin; Chino Basin, Cucamonga Basin water through the City’s 91% ownership of the West End Consolidated Water Company (West End); and pumps groundwater from Six Basin and Chino Basin. The City also owns and operates a sewer collection system that sends sewerage to the IEUA for treatment through a Regional Sewerage Contract that is currently under renegotiation.

City departments include City Clerk, Administrative Services (Finance, Recreation, Human/Risk Management, Library (Contract) and IT divisions). Police (with Code Enforcement, Homeless Services and Animal Control/Management), Development Services (Planning, Building, Housing & Successor Agency) and Public Works (Operations - General Operations (Streets/ROW/Parks/Trees/Street Lighting/Graffiti/), Building Facilities & Fleet, Engineering - Development/Transportation & CIP,

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City of Upland – RFP for Utility Attorney Services Page | 2 Environmental - Post-Closure Landfill, NPDES & Sewer (Treatment Contract), Water (Full Services), Wastewater (Collections) and Solid Waste (Contract) services. Fire services are provided by San Bernardino County Fire District.

The City is a member of Municipal Insurance Cooperative (MIC) a non-profit, member owned, and operated California Joint Powers Authority formed to provide coverage and risk management services for public agencies. The City’s water holdings are diverse. The City is part of a JPA, the Water Facilities Authority (WFA), manages an imported water treatment plant, has groundwater rights in two adjudicated water basins, and is a significant shareholder in two mutual water companies (San Antonio Water Company and West End Consolidated Water Company) which also have water rights. The City may require legal services associated with these programs. In addition, the City has a Regional Sewerage Contract with Inland Empire Utilities Agency for wastewater treatment and disposal services. The agreement is nearing the end of its term and a negotiation is underway for a future service agreement.

SECTION 3: SUBMITTAL REQUIREMENTS

Each Proposer is required to submit two separate proposals: a General Proposal and a Cost Proposal. The General Proposal must be submitted in a sealed envelope bearing the caption:
"General Proposal for City of Upland’s As Needed Water Law and Utility Legal Services." The Cost Proposal must be submitted in a separate sealed envelope bearing the caption: "Cost Proposal for City of Upland’s As Needed Water Law and Utility Legal Services." Each envelope must contain eleven (11) copies - one (1) master copy and ten (10) duplicates - of the corresponding proposal and an electronic copy of the proposal (PDF or CD). The proposal copies must be numbered consecutively from "1" through "11" on the top page. Copy number "1" must be the original copy, include any required signatures in ink, and must be labeled "Master Copy" on the top page.

Proposal pages must be numbered in continuous sequence, beginning with the first page of the proposal and ending with the final page. Pages should be printed on 8-1/2" X 11" paper, and double-sided documents are encouraged. Expensive bindings, graphics, and materials are not encouraged. Emphasis should be on completeness and clarity of content.

Proposals are to be addressed to:

Keri Johnson, City Clerk
City of Upland
460 N Euclid Avenue
Upland, CA 91786

Proposals may be filed in person at Upland’s City Hall, at the above address, or may be mailed.

Proposals must be received by May 2, 2022 before 3:00PM. Early responses are acceptable; proposals will not be opened until after the submittal deadline. Late proposals will not be accepted.

Faxed or emailed proposals will not be accepted. Postmarks prior to the deadline are not sufficient for acceptance. The City will not be responsible for any errors or omissions in the proposals or for any delays in delivery.

The City reserves the right to reject any or all proposals, to request additional information concerning any proposals for purpose of clarification, to accept or negotiate any modification to any proposal, following the deadline for receipt of all proposals, and to waive any irregularities,

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City of Upland – RFP for Utility Attorney Services Page | 3 if such would serve the best interests of the City, as determined by the City. This solicitation does not obligate the City to enter into an agreement with any proposer. The City reserves the right to extend or cancel this Request for Proposals (RFP) at any time, at its discretion.

Proposals become the property of the City and information therein shall become public property subject to disclosure laws after a Notice of Intent to Award. The City reserves the right to make use of any information or ideas contained in submitted proposals.

The City is not liable for any costs or expense incurred in the preparation of a response to this RFP and may modify or cancel this solicitation at any time.

SECTION 4: INQUIRIES

Any questions, interpretations, or clarifications, either administrative or technical, from prospective proposers regarding this RFP must be requested in writing, no later than April 11, 2022. All inquiries must be submitted to Keri Johnson, City Clerk, via email to the following email address:
[email protected]. The City will respond to all pertinent inquiries in writing, and when necessary, through an addendum to the RFP. The addendum will be distributed to all prospective proposers on the City's list of RFP holders by April 25, 2022. Oral statements, explanations, or instructions given by any person during this solicitation are unauthorized and will not be binding.

SECTION 5: SOLICITATION INTERPRETATIONS AND ADDENDA

Any change to or interpretation of this solicitation by the City will be sent to each party to which the RFP has been sent and any such changes or interpretations shall become part of the solicitation for incorporation into any agreement awarded pursuant to this RFP.

SECTION 6: SCHEDULE

RFP Release Date: Mar 28, 2022
Deadline to Submit Questions Regarding the RFP: Apr 11, 2022 City’s Response to Submitted Questions: Apr 25, 2022 Proposal Submission Deadline: May 2, 2022
Evaluation of Proposals: May 3, 2022 – May 16, 2022 City Council Interviews and Selection: May 24, 2022 – Jun 6, 2022 Develop, Negotiate, & Finalize Contract: Jun 7, 2022 – Jun 16, 2022 Anticipated Start of Services: Jul 1, 2022

These dates are subject to change.

SECTION 7: QUALIFICATIONS

1. The lead attorney proposed to provide the As Needed Water Law and Utility Legal Services shall have been a member of the California State Bar for at least ten years.

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City of Upland – RFP for Utility Attorney Services Page | 4

2. The proposed firm shall have been in business and providing verifiable service in the area of water law and utility legal services for at least ten years.

3. The Proposer must be able to include three (3) references for municipalities for which the proposing firm can demonstrate it has provided water law and utility legal services or equivalent experience during the last five (5) years.

4. The proposal must demonstrate that the law firm and individual proposed to provide the As Needed Water Law and Utility Legal Services meets all legal requirements and can commit to fulfilling the requirements set forth in the scope of services.

5. The proposal must set forth a fee schedule for As Needed Water Law and Utility Legal Services that is reasonable.

SECTION 8: SCOPE OF SERVICES REQUIRED

The successful proposer will be expected to provide a full range of As Needed Water Law and Utility Legal Services which may include, but not be limited to, the following:

1. Represent and advise the City Council and all City officers on specific water law or utility matters, including possible attendance at the City Council (including closed session) or any of the boards and commissions of the City.

2. Assistance in the preparation and review of ordinances, resolutions, contracts, deeds, leases, or other legal documents.

3. Attend meetings and special meetings of related agencies and authorities, including, for example, meetings of the watermaster, regional board, or IEUA.

4. Approve to form any contracts made by and between the City of Upland relating to the As Needed Water Law and Utility Legal Services.

5. Upon request, prepare legal opinions for City departments, the City Council, boards, and commissions related to the As Needed Water Law and Utility Legal Services.

6. Oversee services provided by outside experts engaged by the City or your firm in connection with the As Needed Water Law and Utility Legal Services.

7. Perform such other legal duties as may be required by the City Council or City officials as may be necessary to complete the performance of the functions mentioned above.

The City may propose additional tasks as deemed necessary to complete the assignment. Any additional work shall be compensated, as agreed upon in the Legal Services Agreement between the successful firm and the City.

SECTION 9: REQUESTER INFORMATION

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City of Upland – RFP for Utility Attorney Services Page | 5 All proposals must provide specific and succinct answers to all questions and requests for information. Indirect, imprecise, or incomplete responses can serve only to the disadvantage of the applicant. Please answer the questions in the format and order presented. (Submissions of individual resumes alone will not be considered responsive to any specific question.) Responses to items 1 through 6 in this section should be included in your General Proposal. Responses to items 7 and 8 in this section must be included in your Cost Proposal. Do not refer to any proposed costs or other cost elements in your General Proposal - costs should only be addressed in your separate cost proposal.

FOR YOUR GENERAL PROPOSAL LAYOUT

1. Letter of Transmittal: Include a brief introduction and history of your firm. Also include your understanding and proven work history of the work to be performed. In addition, state why you believe that your firm is the best qualified to perform the services requested.

2. Table of Contents: Include a clear identification of the material by section and page number.

3. Please describe your firm's qualifications for providing City legal services. Include in your response:

a. The overall capabilities, qualifications, training, and areas of expertise for each of the partners/principals and associates that may be assigned to work with the City, including but not limited to:

 Name of individual(s) with resumes;
 Length of employment with firm;
 Specialization;
 Legal training;
 Scholastic honors and professional affiliations;
 Date of admittance to California Bar;
 Years of practice;
 Water Law and Utility Legal Services experience (include billing summaries for the past five years if appropriate);
 Knowledge of, and experience with Water Law and Utility Legal Services;  Years and statement of other types of clientele represented;  Litigation experience and track record;
 Knowledge and use of Alternative Dispute Resolution (ADR) techniques; ADR training and experience; and success record of advocacy in mediation and arbitrations;  Experience in the area of contracts and franchises;
 Experience in the preparation and review of ordinances and resolutions;  Experience in the area of Prop 218 and Prop 26;
 If the firm, or any of the attorneys employed by the firm, have ever been successfully sued for malpractice, been the subject of complaints filed with the State Bar, or had discipline imposed by the State Bar, please provide information on the nature of the incident, the dates on which the matter began and was concluded, and the results of the situation.

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City of Upland – RFP for Utility Attorney Services Page | 6 b. Specify the individual that you propose as the lead attorney for the As Needed Water Law and Utility Legal Services.

c. Specify any other individuals that you anticipate would be designated as competent, substitute/backup in the event of the absence or unavailability of the lead attorney.

d. If your firm has an attorney that specializes in water law and related practice, please provide name, resume, and relevant information. Alternatively, if there is there another firm you partner with for this expertise then provide information accordingly.

e. Describe any systems/mechanisms that would be established to ensure timely responses to City Council and City staff.

f. Describe the response time we can expect from the lead attorney to inquiries made by the City Council/City Manager.

g. Describe any systems/mechanisms that would be established for monthly reporting of status of projects, requests, and costs.

h. Identify the types of reports, if any, your firm would provide to the City Council and City Manager. Please submit sample copies of typical reports your firm provides to municipalities. Please redact any references to any specific costs. Also, you may redact any sensitive information.

i. Describe your firm's suggested process for transmittal of requests and other material to your firm.

j. The City requires monthly-itemized statements for all services and will subject these statements to audit at least annually.

k. Please submit an example of a typical invoice your firm provides to a public agency.

Please redact any references to specific costs. Also, you may redact any sensitive information. We are interested in the format, type of information included, and readability.

l. The City of Upland will require the firm with which a contract is established, prior to commencement of work, to provide evidence of appropriate general liability insurance, automobile liability insurance, professional liability insurance, errors and omissions insurance, and workers' compensation insurance as needed. Describe how you would provide the same and in what coverage.

Such coverage must be provided by an insurance company(ies) authorized to do business in the State of California. Certificates must name the City of Upland as an Additional Insured and shall provide that contractor's policy is primary over any insurance carried by the City of Upland and that the policy will not be cancelled or materially changed without thirty (30) days prior notice in writing to the City of Upland. The successful firm must agree, if awarded a contract as a result of its proposal, to indemnify and hold harmless the City of Upland, its officers, agents, and employees from any and all claims and losses accruing or resulting to persons engaged in the work contemplated by its

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City of Upland – RFP for Utility Attorney Services Page | 7 proposal or to persons who may be injured or damaged by the firm or its agents in the performance of the work. Prior to commencement of any work, these and other provisions will be established contractually.

4. Additionally, please describe your firm's qualifications for providing the As Needed Water Law and Utility Legal Services.

5. The City seeks to identify and avoid any conflicts or possible conflicts of interest. The City reserves the right to prohibit participation, if a significant conflict of interest is determined to exist. Please address the following:

a. Please list any political contributions of money, in-kind services, or loans made to any member of a City Council within the last three years by the applicant law firm and all of its attorneys, including the attorney being proposed to represent the City of Upland.

b. Please list all public agency clients for which your firm currently provides services or are under retainer.

c. Please list all public agency clients for which your firm previously provided services over the last five years.

d. Please provide information on potential conflicts of interests between other clients and the City of Upland and the proposed remedy.

6. Please indicate whether any attorney from your firm has made any political contributions (reportable or non-reportable) to members of Upland's City Council or candidates for Upland's City Council since January 2015. Also, please indicate whether any attorney from your firm has made any political contributions (reportable or non-reportable) to any members of legislative bodies that you may represent since January 2015.

FOR YOUR COST PROPOSAL

7. Please complete the attached “Certification of Proposal to the City of Upland” (Appendix A)

8. It is anticipated that the City will expect the selected firm to provide a system wherein the Water Law and Utility Legal Services are billed at pre-negotiated hourly rates. Any alternative rates must be identified as part of the proposal (in Appendix B).

a. Describe your firm's preference for method of payment, payment terms, and your procedure for billing of retention, hours, and expenses and any other accounting requirements.

b. Define the type and unit rates for reimbursement of expenses; for example, rate for mileage, reproduction of documents or word processing charges, unit costs for telephone costs, etc.

c. Do you expect to have a cost-of-living adjustment incorporated into the agreement with the City? If so, please explain how you propose it be computed and implemented.

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City of Upland – RFP for Utility Attorney Services Page | 8

d. Complete the provided Cost Proposal for the City of Upland As Needed Water Law and Utility Legal Services submittal forms (Appendix B). You may include any related legal services your firm can provide to the City of Upland, not already included on the Cost Proposal Submittal Worksheet on the blank lines provided on the Worksheet. If you add services to your Worksheet, please complete all corresponding cells (if it is included in the retainer, title of person performing service, etc.) for that service.

SECTION 10: EVALUATION AND SELECTION PROCESS

The City Council may designate an evaluation committee to review submitted proposals. In reviewing the proposals, the evaluation committee will carefully weigh the following factors:

a. Responsiveness to the information requested in the RFP;

b. The firm is properly licensed to practice law in the State of California;

c. The firm has no conflicts of interest with regard to any work performed by the firm for the City, and all potential conflicts have been identified;

d. Understanding of the scope of services required;

e. Proposed solutions to the specific legal needs of the City of Upland;

f. Depth and breadth of experience and expertise in the practice of water and utility law;

g. References;

h. Range and quality of services provided by the firm;

i. Capability to perform legal services promptly and in a manner that permits the City Council and staff to meet established deadlines and to operate in an effective and efficient manner;

j. Degree of availability for quick response to inquiries that arise out of day-to-day operating questions or problems;

k. Degree to which firm and individual attorneys remain current through continued professional development and active communication with practitioners in the water and utility law field;

l. Communication skills;

m. Cost of services.

The evaluation committee will first unseal and evaluate the submitted General Proposals. Then, it will unseal and evaluate the Cost Proposals. Evaluation will include checking the references of the firms and the firm's personnel. The committee will rank the proposals and recommend its top-ranked firms. Copies of all accepted proposals will be forwarded to the Council for their reference and review.

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City of Upland – RFP for Utility Attorney Services Page | 9

The top-ranked firms or individuals may be requested to attend a meeting with either the City Council or City staff to be interviewed. The interviews will allow the designated firms an opportunity to answer any questions the Council or staff may have regarding their proposals. Participation in the interviews will be at no cost to the City. The City Council will make the final determination of the successful firm or individual.

Please note that in an effort to maintain the integrity of the RFP process all proposing firms are prohibited from contact with the City Council members outside of the formal interview process.

During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarification from proposing firms, or to allow corrections of errors or omissions. In addition, qualifications and references of the top candidates will be verified.

The City reserves the right to verify any information contained in proposals, including references, resumes, etc. The City reserves the right to investigate and research proposals, including facts and opinions that could be helpful in evaluating the capabilities of firms, whether or not they were specifically included in the proposals.

SECTION 10: CONTRACT

Award of a professional services contract, if any, will be to the proposer whose proposal best complies with all of the requirements of the RFP documents and which provides the best solution for the needs of the City of Upland. Evaluation methodology and criteria are described in section 9, "Evaluation and Selection Process."

The successful firm will be required to enter into a Legal Services Agreement with the City of Upland, which will include the requirements of this RFP, as well as other requirements to be determined. The City reserves the right to negotiate the price, terms, and scope of services with the proposer, prior to entering into an Agreement. The agreement will contain provisions requiring the selected law firm to indemnify the City and provide that the firm and any support staff is an independent contractor(s) serving at the will of the City. Provisions will also be included in the contract allowing the City to terminate the agreement, at its sole and entire discretion, upon the provision of notice.

The term of the contract is negotiable.

In the event that a conflict exists between documents associated with this RFP, the following order of precedence shall apply:

1. City of Upland Legal Services Agreement

2. City of Upland Request for Proposals

3. Proposer's Response

The Agreement shall be signed by the selected firm and returned, along with the other required documents, to the City within ten (10) working days of receipt of the Agreement. The period for execution may be changed by mutual agreement of the parties. Agreement is not effective until approved and signed by the appropriate City officials. Any work performed prior to the receipt of the fully executed Agreement shall be at the proposer's own risk.

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City of Upland – RFP for Utility Attorney Services Page | 10

SECTION 11: CLARIFICATION

The City encourages proposers to resolve issues regarding the project requirements or RFP process through written correspondence and discussions during the period in which clarifying addenda may be issued. The City wishes to foster cooperative relationships and reach a fair agreement in a timely manner.

Interpretation of the wording of this document shall be the responsibility of the City, and that interpretation shall be final.

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APPENDIX A

CERTIFICATION OF PROPOSAL FOR UTILITY ATTORNEY

Appendix A: CERTIFICATION OF PROPOSAL Page | 1

1. The undersigned hereby submits its proposal and, by so doing, agrees to furnish services to the City in accordance with this Request for As Needed Water Law and Utility Legal Services, and to be bound by the terms and conditions of the RFP.

2. This firm has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them.

3. It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waiver any informal or irregularity in any proposal received by the City.

4. The proposal includes all of the components, figures, and data required by this Request for Proposal.

5. This firm has carefully read and fully understands all of the items contained in this Request for Proposals. This firm agrees to all of the requirements of the RFP.

6. The proposal by this firm is irrevocable offer and shall be valid for 120 days from January 28, 2020.

Name of Firm:

By:
(Authorized Signature)

Type/Print

Name:

Title:

Address:

City: State: Zip Code:

Telephone:

Fax:

Email Address:

Date:

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APPENDIX B

COST PROPOSAL FOR AS NEEDED WATER LAW AND UTILITY LEGAL SERVICES

Appendix B: COST PROPOSAL Page | 1

If there are any types of work subject to different rates than those listed above, please list them on a separate sheet of paper. Please clearly identify the types of work subject to the alternative rates and how the City will be informed when said rates apply.

Name of Firm:

Fax:

Name of Contract:

Email:

Address:

City, State, Zip Code:

Name of Principal:

Phone:

Signature of Principal:

Position Title (or Attorney Name) Standard Rate Per Hour

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S T A F F R E P O R T
I T E M N O . 10.S .

B O B C R I TC H F I E L D, E N G I N E E R I N G M A N A G E R S U B J E C T :C O N S T R U C T I O N A N D M A I N T E N A N C E A G R E E M E N T F O R E U C L I D

A V E N U E P E D E S T R I A N S A F E T Y I M P R O V E M E N T P R O J E C T

R E C O M M E N D E D A C T I O N
I t i s recom m en d ed th at t he C it y C ou ncil ap p rove a C on st ru ct ion and M aint enan ce A g reem en t N o. 22 -10 02 79 1 w i th t he S an B ernard ino C ou n ty Transp ortat ion A u th ori ty (S B C TA ) an d the S ou th ern C alifornia Reg ional Rail A u th ori ty (S C R R A ) for t h e E u cl id A ven u e Ped es trian S afety I m p rovem en t P roject; an d au th orize the C ity M an ag er to execute ag reem en t.

G O A L S T A T E M E N T
Th e p rop osed action su p p ort s th e C it y's g oal to m ai n t ain an d im p rove t h e C i ty's p ub lic road w ay and p ed estrian facilities.

B A C K G R O U N D
I n J u n e of 2 0 1 6 , S B C TA an d th e C i ty execut ed C oop erative A g reem ent N o. 15 -10 01 12 8 un d er th e A T P C ycle 2 P rog ram for P h ase I of th e M etrolin k S tation A ccessib ility I m p rovem en t P roject for t h e p u rp ose of p rovid in g safe p ed est ri an /b ic ycl e access, sid ew alk, an d crossw alk im p rovem en ts in th e vic in it y of t he U p l and M et rol in k S tation , in clud in g a n ew sig nalized crossin g on E u cl id Aven u e at th e S P /P E B icycle an d Ped est ri an Trail . Th is p roject w as com p leted in M arch 20 19 .

O n J u ne 1, 2 02 0, th e C it y ap p roved C oop erati ve A g reem en t N o. 20 -10 02 31 5 w it h S B C TA (fully execu ted D ec em b er 2, 2 02 0) un d er t h e A T P C ycle 4 P rog ram t o d esi g n an d construct P h ase I I of th e M etrolink S tat ion A ccessib ility I m p rovem en t P roject. I m p rovem ents associated w it h P h ase I I i nclu d e a n ew si g n ali zed p ed es trian /b i cyc le crossin g at C am p u s

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Avenu e and th e S P /P E B icycle and Ped estrian Trail; p ed estrian au tom ated crossin g safety g ates at t he railroad tracks l ocat ed on E uc li d Aven ue, ju st s ou t h of "A " S t reet ; ad d ition al enh anced cross w alks in th e d ow n tow n area b etween "A " S treet an d A rrow H ig hway; an d in stallation of S P /P E trail im p rovem en ts (D G walkin g p at h, trail li g h ti ng , etc.) as b u d g et allow s.

I S S U E S /A N A L Y S I S
I n ord er to con st ru ct th e E uclid A ven u e at-g rad e p ed es trian aut om at ed cross in g safety g ate p ortion of th e P h ase I I im p rovem en ts , a c ons truc ti on and m ai nt enan ce ag reem en t i s need ed b etw een S C R R A , S B C TA , an d th e C it y. T h e ag reem ent sp ecifies t he resp onsib ilities of each p arty, w it h th e C it y's resp on sib ility g en eral ly fall in g u n d er road w ay m ain ten ance an d rep air, startin g at two (2) feet ou tsid e of th e rail s of eac h track. Th e road way rep airs con si st of street im p rovem en ts, c urb an d g u tt ers , sid ewalks, st reet lig h ting , m ed i an s , traffic s trip in g , traffic sig n als (w here ap p licab le), an d sig nag e.

S C R R A resp on si b i li ti es in cl u d e con st ru ct ion of t he au t om at ed p ed estrian c ros si n g g ates, p lacing ord ers for n eed ed m aterials an d eq u ip m en t, and issuan ce of con tract s or task ord ers for an y ad ju stm en t of S C R R A facilities n ecessary to p erm it th e con stru ction of th e p roject.

S B C TA resp onsib il it ies (as lead ag en c y) in clud e installat ion of p ed estrian sw in g g at es an d ch ann elization , i ns tal lat ion of c hai n lin k fen ces , reconstruction of non -com p lian t si d ewal ks an d ram p s, m in or road i m p rovem en t s, m od i fic ati on of al l s ig ni ng and st rip ing to accom m od ate the road w ay im p rovem ent s, an d in stallation of n ew A D A t ru ncated d om es . I n ad d it ion , S B C TA is req uired t o p rovid e a C aliforn ia li cen sed full-tim e resi d en t en g ineer (R E ) w ith exp erien ce in at-g rad e hig h w ay-railroad g rad e crossin g p rojects on the site of th e w ork d urin g construction.

Th e C onstruction and M ain ten ance A g reem en t sh all b ecom e effective as of th e last d ate sig n ed b y th e p art ies t o th e ag reem ent an d sh all c on t in u e in full force an d effect for as l on g as th e at-g rad e crossin g areas exists on E uclid Aven ue.

F I S C A L I M P A C T S
S B C TA s ecu red A T P g rant fu n d s i n the am ou n t of $2 ,00 8,5 30 an d t he C ity p rovi d ed a local m atch req uirem ent in th e am ou nt of $4 46 ,34 0 for a tot al overall fu n d i n g all ocat ion of $2 ,45 4,8 70 for th e M et rol in k S tat ion A c ces si b i li ty P roject P h ase I I . T he C ity's l ocal m atch req uirem ent w as p reviously p aid to S B C TA in Feb ru ary 2 02 1.

Th e cos t for th e S C R R A aut om at ed p ed estrian c ros si n g g ates is es ti m at ed at $6 71 ,87 0.4 0, w hich u n d er t he term s of t h e C on st ru ct ion an d M ain ten an c e A g reem en t, is to b e p aid b y S B C TA from th e A T P fun d ing for the p roject.

N o ad d ition al ap p rop riation s are necessary for th is p roject.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

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AT TAC HM E NT S :

Description
C&M Agreement with E xhibits

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CONSTRUCTION AND MAINTENANCE

AGREEMENT
Contract No. 22-1002791
for

EUCLID AVENUE

PEDESTRIAN SAFETY IMPROVEMENT

PROJECT

SOUTHERN CALIFORNIA REGIONAL RAIL

AUTHORITY (SCRRA),

SAN BERNARDINO COUNTY TRANSPORTATION

AUTHORITY (SBCTA),

AND THE

CITY OF UPLAND

COVERING THE

PUBLIC AT-GRADE HIGHWAY RAILROAD CROSSING

ADJACENT TO RAILROAD FROM

SCRRA MILE POST 36.81 – SAN GABRIEL SUBDIVISION

IN OR NEAR

CITY OF UPLAND

SAN BERNARDINO COUNTY,

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Euclid Avenue Pedestrian Safety Improvement Project
Construction & Maintenance Agreement
Contract No. 22-1002791

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CALIFORNIA

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Euclid Avenue Pedestrian Safety Improvement Project
Construction & Maintenance Agreement
Contract No. 22-1002791

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SCRRA Folder No.: S0000173

SCRRA Project No.: TBD

Construction and Maintenance Agreement
for
_________________________________

Euclid Avenue Pedestrian Safety Improvement Project
Mile Post 36.81 – San Gabriel Subdivision
City of Upland
San Bernardino County, CA

Associated Crossings CPUC # DOT #
Euclid Avenue Highway-Rail Crossing 101SG-36.81 026173P

THIS Construction and Maintenance Agreement ("AGREEMENT") is made and entered into as of the __________ day of __________, 202___, by and between the SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY, a joint powers authority existing under the laws of the State of California (hereinafter referred to as "SCRRA"), to be addressed at 900 Wilshire Blvd. Suite 1500, Los Angeles, CA 90017, the SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY, the County Transportation Commission for San Bernardino County organized and existing under the laws of the State of California pursuant to Section 130050 et seq of the California Public Utilities Code (hereinafter referred to as “SBCTA”), to be addressed at 1170 W 3rd St 2nd floor, San Bernardino, CA 92410, and the CITY OF UPLAND, a general law city and a municipal corporation duly organized and existing under the laws of the State of California (hereinafter referred to as “CITY”), to be addressed at City of Upland, 460 N Euclid Ave, Upland, CA 91786. CITY, SBCTA, and SCRRA may be referred to singly as “PARTY” and collectively as “PARTIES.”

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Euclid Avenue Pedestrian Safety Improvement Project
Construction & Maintenance Agreement
Contract No. 22-1002791

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RECITALS:

SCRRA is a five-county joint powers authority, created pursuant to California Public Utilities Code Section 130255 and California Government Code Section 6500 et seq., to build, maintain, administer, and operate the “METROLINK” commuter train system on railroad rights-of-way owned by the member agencies and through other shared use and joint operation agreements. The five-county member agencies are comprised of the following: Los Angeles County Metropolitan Transportation Authority (“MTA”), Ventura County Transportation Commission (“VCTC”), Orange County Transportation Authority (“OCTA”), San Bernardino County Transportation Authority (“SBCTA”), and Riverside County Transportation Commission (“RCTC”).

SCRRA controls, administers, operates, and maintains the railroad track, structures, signals, communication systems, and appurtenances on the rail line known as the San Gabriel Subdivision in the area traversed by Euclid Avenue. SCRRA and the “Operating Railroads” [as used herein “Operating Railroads" means any passenger or freight-related railroad company(s) operating on SCRRA track(s), including the National Railroad Passenger Corporation (AMTRAK), the Union Pacific Railroad Company (UPRR), and the Burlington Northern and Santa Fe Railway Company (BNSF)] operate trains and rail equipment through this at-grade highway railroad crossing location on right-of-way owned by SBCTA, in accordance with the Shared Use Agreement dated October 30, 1992, and the Agreement between SCRRA, its Member Agencies, and the National Railroad Passenger Corporation (Amtrak) and known as the “Intercity Agreement”.

SBCTA desires to make pedestrian safety improvements to the Euclid Avenue at-grade crossing, hereinafter referred to as the “PROJECT” as described in Exhibit B-1, attached hereto and made a part hereof as if incorporated herein. The PROJECT is located on Euclid Avenue between 8th Street and 9th Street in the City of Upland. The PROJECT is on the SCRRA’s San Gabriel Subdivision right-of-way at mile post 36.81. Presently, the CITY occupies the railroad right-of- way with a highway-rail at-grade crossing that carries vehicular traffic on Euclid Avenue, while both SCRRA and the BNSF operate trains along the railroad right-of-way. There is one highway- rail at-grade crossing within the PROJECT, and it is Euclid Avenue Highway-Rail Crossing (CPUC No. 101SG – 36.81, DOT No. 026173P).

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Euclid Avenue Pedestrian Safety Improvement Project
Construction & Maintenance Agreement
Contract No. 22-1002791

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The Pedestrian Safety Improvements of the Euclid Avenue highway-rail at-grade crossing, associated roadway improvements and appurtenances, collectively define the “PROJECT”, which is further described as set forth in Exhibit B-1. The general arrangement, type, size, plan, profile, section and location of the at-grade highway-railroad crossing proposed by SBCTA are shown on the location print marked as Exhibit B-2. The detailed plans and specifications of the PROJECT are to be included in this AGREEMENT are collectively marked as Exhibit B-3 inclusive.

SCRRA, SBCTA, and the CITY are entering into this AGREEMENT to define roles, responsibilities, and funding for the construction and maintenance of the PROJECT as described above, and as contained in the attached Exhibits.

AGREEMENT

NOW, THEREFORE, it is mutually agreed by and between the PARTIES hereto as follows:

ARTICLE 1 - LIST OF EXHIBITS

The exhibits below are attached to and made a part of this AGREEMENT as if set forth in their entirety:

Exhibit A Standard Terms and Conditions
Exhibit B-1 Detailed Description of PROJECT
Exhibit B-2 Railroad Location Print
Exhibit B-3 PROJECT Plans

Exhibit B-5 SCRRA Form of Approval for SBCTA WORK PS&E
Exhibit B-6 List of SBCTA and Contractor Submittals Requiring SCRRA Review

Exhibit D-1 SBCTA Scope of Work (“SBCTA WORK”)

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Euclid Avenue Pedestrian Safety Improvement Project
Construction & Maintenance Agreement
Contract No. 22-1002791

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Exhibit D-2 SCRRA Scope of Work and Estimate (“RAILROAD WORK”) Exhibit E-1 SCRRA Highway-Rail Grade Crossings Manual, Standards, and Criteria
Exhibit E-2 Requirements of the Contractor(s)
Exhibit E-3 SCRRA Form 6 - Temporary Right-of-Entry Agreement and & SCRRA Insurance Requirements
Exhibit F Funding Schedule

ARTICLE 2 - RESERVED

ARTICLE 3 – PLANS AND SPECIFICATIONS

3.1 SCRRA, at the sole cost and expense of SBCTA, has prepared, or caused to be prepared, the detailed Plans, Specifications, and Estimates (the “PS&E”) for the changes, additions, or alterations to existing SCRRA signals facilities required in connection with the PROJECT which is more fully described in Exhibit D-2 (the “RAILROAD WORK”) - SCRRA Scope of Work and Estimate.

3.2 SBCTA shall comply with all SCRRA terms and conditions that are described in Exhibits E-1, through and including Exhibit E-3, and other special guidelines that SCRRA may provide to SBCTA for this PROJECT for any work performed by SBCTA or a contractor(s) to SBCTA.

3.3 SBCTA has prepared the PS&E for the design of the Pedestrian Safety Improvements, roadway, signage and appurtenances in connection with the PROJECT, which is more fully described in EXHIBIT D-1 (the “SBCTA WORK”).

3.4 SCRRA has reviewed the PS&E for the SBCTA WORK to ensure general conformance with SCRRA standards and requirements. No changes in the final approved PS&E of the SBCTA WORK may be made unless SCRRA has consented to the proposed changes in writing.

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Euclid Avenue Pedestrian Safety Improvement Project
Construction & Maintenance Agreement
Contract No. 22-1002791

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ARTICLE 4 – SCRRA REQUIREMENTS

4.1 SBCTA at its sole cost and expense, shall comply and ensure that its employee(s), consultant(s), and contractor(s) comply, at all times when on or adjacent to the railroad right-of- way, with the rules and regulations, as contained in the current editions of the following documents, which are otherwise known as “REFERENCES”, as incorporated in this document as if they were set full in this paragraph, and incorporated in this AGREEMENT by reference. These documents are described and can be accessed through SCRRA’s website www.metrolinktrains.com , as the following:

• General Safety Regulations for Third Party Construction and Maintenance Activity on SCRRA Member Agency Property
• Applicable SCRRA Engineering Standards

4. 2 SBCTA and all employee(s), consultant(s), and contractor(s) employed by SBCTA shall ensure compliance with the terms and conditions of the AGREEMENT for work specified in this Article. SCRRA requires all SBCTA employee(s), consultant(s) and contractor(s) working on the PROJECT to attend the SCRRA Safety Training for Roadway Worker Protection (“RWP”), as a mandatory prerequisite to enter the railroad right-of-way or perform any work outside the railroad right-of-way with potential to affect rail operations and comply with the SCRRA Safety Rules while on railroad property.

4.3 SCRRA representatives may make inspections and conduct tests to judge the effectiveness of the safety training, and compliance with SCRRA requirements, in accordance with SCRRA’s Efficiency Testing Program, in compliance with 49 CFR 214 – Railroad Workplace Safety Regulations and SCRRA Third Party Work Rules. The employee(s), consultant(s), and contractor(s) shall cooperate with SCRRA, Federal, and State representatives at all times.

Disregard for, or failure to comply with, the requirements of 49 CFR 214 – Railroad Workplace Safety regulations, or SCRRA third-party safety requirements, may result in the removal of an offending individual(s) from the railroad Right-of-Way. Egregious or repeated disregard for any safety rule or requirement may result in the termination of the Right-of-Entry Agreement.

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Euclid Avenue Pedestrian Safety Improvement Project
Construction & Maintenance Agreement
Contract No. 22-1002791

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ARTICLE 5 – MAINTENANCE BY CITY

5.1 CITY shall maintain, repair and renew the at-grade highway-railroad CROSSING AREAS within their respective boundaries starting at two (2) feet outside of the rails of each track. When two or more tracks are involved, SCRRA shall maintain, at its expense, the area between the tracks where the distance between the center lines of tracks is fifteen (15) feet or less measured at the center line of the highway, normal to the tracks. CITY shall maintain and repair, at CITY’s expense, any street improvements, including street lighting, sidewalks, curb and gutters, raised medians and traffic striping, traffic signals and signage within the at-grade highway-railroad crossing areas. This work shall be done pursuant to CPUC General Order 72-B.

5.2 For all maintenance activities within the railroad right-of-way or has the potential to foul the railroad right-of-way, CITY shall obtain a Right-of-Entry permit for SCRRA as outlined in Article 12 and requirements set forth in Exhibit E-3.

5.3 CITY shall share equally with SCRRA the maintenance cost of the railroad crossing warning signals and signal controls in accordance with California Public Utilities Code (CPU Code) §1202.2, except that CITY’s liability thereof shall be limited to such funds as may be set aside for allocation through the CPUC, pursuant to CPU Code §1231.1. SCRRA shall submit annual invoices to the CPUC for CITY’s share of the maintenance costs of the railroad crossing warning signals and signal controls, which costs shall be paid by the CPUC pursuant to CPU Code §1231.1. This results in no direct cost to the CITY for the maintenance of the automatic warning devices.

ARTICLE 6 – SCOPE OF WORK BY SCBTA

6.1 SBCTA WORK to be performed by SBCTA is described in Exhibit D-1 – SBCTA Scope of Work (hereinafter referred to as “SBCTA WORK”).

6.2 SBCTA shall also make any and all arrangements for the installation or relocation of wire lines, pipe lines, advertising signs, and other facilities owned by private persons, companies,

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corporations, political subdivisions or public utilities other than SCRRA, which may be necessary for the construction of the PROJECT. SBCTA shall be responsible for any and all costs associated with these installations, relocations or takings, at no cost to SCRRA.

6.3 SBCTA shall be responsible for the removal and remediation of any and all contaminated or hazardous material encountered within the limits of the PROJECT and the CROSSING AREAS within each respective right-of way in accordance with applicable law or regulation.

6.4 Upon completion of the work, SBCTA will provide written notification and turn over PROJECT to the CITY per Cooperative Agreement (Contract No. 20-1002315) between SBCTA and the City of Upland, dated December 2, 2020.

ARTICLE 7 – SCOPE OF WORK AND ESTIMATE BY SCRRA

7.1 The RAILROAD WORK to be performed by SCRRA is described in Exhibit D-2 – SCRRA Scope of Work and Estimate (the “RAILROAD WORK”), is estimated to be in the amount of $671,870.40. All PROJECT work performed by SCRRA, and the cost of the PROJECT will be at the sole cost and expense of SBCTA including any overage beyond the estimated cost for the RAILROAD WORK.

7.2 Upon execution of the Agreement and receipt from SBCTA of a written notice to proceed with the RAILROAD WORK and full funding deposit, SCRRA will place orders for any needed materials or equipment, and issue contracts or task orders for any adjustment of SCRRA facilities necessary to permit construction of the PROJECT. Orders for materials, new contracts for construction, or task orders under existing contracts, will be issued in accordance with SCRRA procurement policies and the laws and regulations governing public agency contracts applicable to SCRRA.

ARTICLE 8 – CONSTRUCTION BY SBCTA

8.1 SBCTA shall furnish, or cause to be furnished, all labor, materials, tools, equipment, and superintendence for the performance of the SBCTA WORK for which SBCTA is responsible.

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8.2 SBCTA shall provide a full-time resident engineer (RE) with experience in at-grade highway-railroad grade crossing projects on the site of the work during construction.

The RE must be an engineer licensed in the State of California and must have the authority to provide direction to the contractor(s) employed by SBCTA, and to commit SBCTA within a reasonable scope of authority.

It’s expected the RE will:
• Coordinate with SCRRA Staff and SCRRA Project Manager. • Ensuring Contractor’s Compliance with SCRRA Safety Rules. • Support SCRRA Project Manager in ensuring appropriate permits and Site-Specific Work Plans are in place and approved before advancing construction. • Stop any work whenever necessary to protect Life Safety and SCRRA property. • Reject materials and workmanship that do not conform to SCRRA Engineering Standards and Specifications.
• Direct unacceptable work to be removed and replaced with acceptable work. • Communicate and coordinate with the RWIC or flagging manager including scheduling flagging protection, work windows and Form B protection. • Ensure that all work shall be performed per SCRRA On-Track Safety Manual, GCOR, Cal OSHA, and all other guidelines that may apply to the tasks being performed.

Inspector(s) shall document and notify the contractor and SCRRA of non-compliant work. • Assist in coordinating the SBCTA WORK and work performed by SCRRA track and signal contractors at the CROSSING AREA.

The RE must have the following qualifications:
• Field experience in the areas above and have performed similar duties on an active Commuter or Class I Railroad.
• Field experience from a minimum of five at-grade highway-rail crossings construction projects on an active Commuter or Class I Railroad, preferably on SCRRA’s network. • A strong adherence to safety when working on and around operating railroads.

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• The ability and willingness to work when construction occurs during nights and weekends when there is less train activity.
• Actual field experience in earthwork, pavements, striping, signage, fencing, track work, site utilities, drainage, concrete, and structural steel. • Experience in coordination of the RAILROAD WORK and the SBCTA WORK within the CROSSING AREA.
• A basic understanding of the railroad signal system at the at-grade crossing. This includes the layout of the gates, loops, pull-boxes, conduits, houses and flashers, and order of which the elements at the crossing are installed.
• Familiar with SCRRA Engineering Standards and Specifications. • Understanding of SCRRA Operations. This includes Absolute Work Windows, Form B, Track & Time and potential impact from the construction to the train operations.

8.3 SBCTA must supervise and inspect the operations of all contractor(s) employed by SBCTA to assure compliance with the SBCTA WORK plans and specifications approved by SCRRA, the terms of this AGREEMENT, and all safety requirements of SCRRA. If SCRRA determines that proper supervision and inspection is not being performed by SBCTA personnel at any time during construction of the PROJECT, SCRRA has the right to stop construction (within or adjacent to its operating right-of-way to the extent it adversely affects SCRRA’s business operations or interests). Construction of the PROJECT will not proceed until SBCTA corrects the objectionable condition or activity to the reasonable satisfaction of SCRRA. If SCRRA believes that the condition or activity is not being corrected in an expeditious manner, SCRRA will immediately notify SBCTA, and SBCTA agrees to immediately institute appropriate corrective action.

8.4 SBCTA shall incorporate the requirements of Exhibit E-1, through and including Exhibit E- 3 into each prime contract for construction of the PROJECT. SBCTA shall exercise its authority as a PARTY to any contract for construction into which it enters: to ensure that its contractor(s) conforms with the requirements listed in Exhibit E-1, through and including Exhibit E-3, and to ensure that the operations, right-of-way, property, or other facilities of SCRRA, or the operations, property or facilities of others occupying or using the railroad right-of-way, are protected at all times. All work done by SBCTA, or its Contractor(s), on the right-of-way of SCRRA shall be done in a manner satisfactory to SCRRA.

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8.5 If needed, SCRRA and SBCTA shall establish mutually agreeable railroad work windows for the PROJECT prior to advertising the PROJECT for bid. To facilitate scheduling for the PROJECT, SBCTA shall require its contractor(s) to give SCRRA’s representative one hundred and five (105) calendar days advance notice of the proposed times and dates for any absolute work windows, whereby all railroad operations are suspended, to which SCRRA has agreed. Should, it become impracticable to provide the work window on the dates established due to train operations, service obligations, or other reasons provided in this AGREEMENT, SCRRA will provide the work window at the next reasonable available opportunity. SCRRA shall not be responsible for any additional costs and expenses resulting from a change in work windows.

8.6 SBCTA shall furnish copies of the contractor(s) furnished submittals listed in Exhibit B-5 to SCRRA for review and approval prior to proceeding with the work covered by the submittals. Upon approval of SBCTA, the contractor(s) may make the submittals directly to the SCRRA PM. SCRRA shall be allowed forty-five (45) calendar days to complete its review of any submittals.

8.7 SBCTA must notify SCRRA's Assistant Director – Construction Public Projects – Program Delivery Department of SCRRA, in writing, of the date on which SBCTA and its contractor(s) will meet with SCRRA for the purpose of making final inspection of the PROJECT. In addition, SBCTA must advise SCRRA within fifteen (15) calendar days of the date that SBCTA makes final acceptance of the PROJECT.

ARTICLE 9 – FUTURE QUIET ZONE

9.1 If in the future, should the CITY desire a quiet zone at the CROSSING AREA, CITY must formally provide a written request for the installation of quiet zone at-grade highway-railroad crossing improvements to SCRRA. SCRRA, at CITY’s sole cost and expense, will include all the additional safety enhancements required for quiet zone requirements for the at-grade highway- railroad crossings as contained in this PROJECT in order to qualify the crossings for quiet zone implementation. In doing so, the estimated costs for any future work to be performed by SCRRA will be determined and included in an amendment to this AGREEMENT or another agreement to cover any contemplated quiet zone safety enhancements as well as any additional cost to SCRRA that will be reimbursed by CITY, as a result of this additional work.

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9.2 CITY further acknowledges that if it elects to establish a quiet zone within its jurisdictional boundaries pursuant to the Federal Railroad Administration (“FRA”) and SCRRA’s Quiet Zone Implementation Guidelines and Procedures, CITY shall follow SCRRA’s Quiet Zone Implementation Criteria, which will be incorporated as though fully set forth herein into this AGREEMENT through a written amendment executed by the CEO or other similar officer of each of the parties with delegated authority to execute such amendments to the AGREEMENT.

ARTICLE 10 – DISTRIBUTION OF COSTS

10.1 The source of funding for the PROJECT may include federal, state and local funds. All contracts, expenses and invoicing for this PROJECT shall meet the requirements of the funding and agreements attached to this AGREEMENT as Exhibit F.

10.2 If SBCTA will be receiving any federal funding for the PROJECT, the current rules, regulations and provisions of the Federal Aid Policy Guide as contained in 23 CFR 140, Subpart I and 23 CFR 646, Subparts A and B are incorporated into this AGREEMENT by reference, and construction work by SBCTA and Contractor(s) shall be performed, and any reimbursement to SCRRA for work it performs, shall be made in accordance with the Federal Aid Policy Guide.

10.3 Notwithstanding any provision of 23 CFR 210, SBCTA agrees to assume, in accordance with 23 CFR 210 (d), all responsibility for any and all shares of the cost for which SCRRA might otherwise be responsible. SCRRA shall not, in any event, be required to commit its own funds or that of its member agencies to the PROJECT.

ARTICLE 11 – PAYMENT FOR SCRRA WORK (RAILROAD WORK)

11.1 Upon the execution of this AGREEMENT and prior to any project work commencing, SBCTA shall deposit $671,870.40 representing 100% of estimated SCRRA project costs contained in Exhibit D-2 – SCRRA Scope of Work and Estimate (“RAILROAD WORK”), with SCRRA.

During the construction of the PROJECT, SCRRA will send SBCTA at a minimum quarterly

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progress statements detailing the costs of the RAILROAD WORK performed by SCRRA under this AGREEMENT. If at any time, the actual cost, including the estimated allocated overhead, exceeds eighty percent (80%) of the amount estimated in Exhibit D-2 and SCRRA determines that additional funds will be needed to complete the PROJECT, SCRRA shall notify SBCTA and provide an updated estimate for approval. Once approved by SBCTA , an amendment to this AGREEMENT shall be executed to fund the additional estimated cost. Progress statements shall be sent to:

Juan Lizarde
Project Manager
SBCTA
1170 W 3rd St, 2nd Floor
San Bernardino, CA 92410

11.2 Until SCRRA receives formal approval of its final overhead rates, the Federal Transit Administration provisional overhead rate will be provided for cost estimation and budgeting purposes. SCRRA will invoice utilizing the Federal Transit Administration provisional overhead rate until the Federal Transit Administration, SCRRA’s cognizant audit Agency, has approved the final rate at the completion of its audit, at which time SCRRA will reconcile all previous invoices and make adjustments where appropriate. Upon completion of the PROJECT, and after the SCRRA overhead rate for each period covering the construction of the PROJECT is approved by the cognizant audit Agency, SCRRA will send SBCTA a detailed statement of final costs, segregated as to labor and materials for each item in the recapitulation shown on Exhibit D-2.

11.3 SCRRA, if it so elects, may recalculate and update the RAILROAD WORK Estimate submitted to SBCTA in the event SBCTA does not commence construction on the portion of the PROJECT located on the right-of-way of SCRRA within six (6) months from the date of the RAILROAD WORK.

11.4 SBCTA acknowledges that the RAILROAD WORK Estimate contained in Exhibit D-2, includes an estimate of the flagging costs provided by SCRRA for work on the railroad Right-of- Way and in the vicinity of the CROSSING AREA that is to be paid by SBCTA in connection with

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the PROJECT. Any additional cost of flagging incurred by SCRRA or SBCTA is to be paid by SBCTA.

11.5 In the event of new construction and maintenance, SCRRA at the sole cost and expense of CITY, shall coordinate with CITY in providing flagging. CITY shall coordinate with the appropriate SCRRA representative for flagging.

11.6 Notwithstanding the amount of the RAILROAD WORK provided by SCRRA, SBCTA agrees to reimburse SCRRA for one hundred percent (100%) of all actual costs incurred by SCRRA in connection with the PROJECT including, but not limited to, actual costs of construction inspection, procurement of materials, equipment rental, manpower and deliveries to the job site and all of the normal and customary additives applicable to SCRRA (which shall include direct and indirect overhead costs) associated therewith.

ARTICLE 12 - CONTRACTOR'S RIGHT OF ENTRY PERMIT AND INSURANCE

12.1 Entry onto the railroad right-of-way by either SBCTA, CITY, or its contractor(s) shall at all times be subject to the current (at time of entry) requirements for entering the railroad right- of-way and the SCRRA procedures and requirements for securing railway flagging or other protective services.

12.2 SBCTA or CITY shall incorporate the provisions set forth in Exhibit E-1, through and including Exhibits E-3 into each contract for any work involving construction of the PROJECT or future maintenance work. SBCTA or CITY shall further require that each of its contractor(s) comply with the requirements set forth in Exhibit E-1, through and including Exhibits E-3, in this AGREEMENT.

12.3 If SBCTA or CITY retains a contractor(s) to perform any work involving the PROJECT (including initial construction and any subsequent relocation or maintenance and repair work), SBCTA or CITY shall require the contractor(s) to:

a) Execute SCRRA "Form 6 – Temporary Right-of Entry-Agreement" or similar form of

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AGREEMENT as adopted by SCRRA at the time that any future work is performed without modification. A copy of SCRRA Form 6 as currently adopted by SCRRA is included with this AGREEMENT as Exhibit E-3.
b) Furnish and provide the bonds, insurance policies, certificates, binders, endorsements or combinations thereof in accordance with the insurance requirements accompanying SCRRA "Form 6 – Temporary Right-of Entry-Agreement" and as described in Exhibit “A” of Exhibit E-3.

12.4 SBCTA or CITY shall not allow any contractor(s) to commence any work in the CROSSING AREAS or on any other portion of the railroad right-of-way until the contractor(s) has provided the required insurance and the right-of-entry is approved and signed by SCRRA.

12.5 SBCTA or CITY may not self-insure any portion of the insurance coverage for work performed by the employees of SBCTA or CITY without prior approval of SCRRA.

12.6 Under no circumstances will personnel, equipment, or material of a contractor(s) or SBCTA or CITY be allowed on the railroad right-of-way without providing the insurance required by this article and arranging for flagging or other protective services.

ARTICLE 13 - EFFECTIVE DATE; TERM AND TERMINATION.

13.1 This AGREEMENT shall become effective as of the last date signed by the PARTIES, and shall continue in full force and effect for as long as the at-grade CROSSING AREAS exists.

13.2 In the event SBCTA does not commence construction on the portion of the PROJECT located on the CROSSING AREAS within eighteen (18) months of the effective date of the AGREEMENT, SCRRA may, if it so elects, terminate portions of this AGREEMENT related to the PROJECT effective upon delivery of thirty (30) calendar days written notice to SBCTA.

13.3 Either SCRRA or SBCTA may suspend its performance, under this AGREEMENT if it becomes impracticable to proceed because of the lack of funding or restrictions on the

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distribution of funds.

13.4 If the portions of this AGREEMENT related to the PROJECT is terminated or suspended as provided above, or for any reason, SBCTA shall pay to SCRRA all actual costs incurred by SCRRA or its contractor(s) in connection with the PROJECT up to the date of termination or suspension, including, without limitation, all actual costs incurred by SCRRA, including allocated overhead.

ARTICLE 14 - CONDITIONS PRECEDENT TO START OF WORK

14.1 Neither SBCTA nor any contractor(s) retained by SBCTA may commence any of the SBCTA WORK within the CROSSING AREAS until all of the following have occurred:

a) SCRRA and SBCTA have executed this AGREEMENT;

b) SCRRA has provided to SBCTA SCRRA’s final written approval of the SBCTA WORK PS&E;

c) Each Contractor(s) has executed SCRRA "Form No. 6 - Temporary Right-of- Entry Agreement" and has obtained and provided to SCRRA the insurance policies, certificates, binders, endorsements, or a combination thereof set forth in the "Form 6 – Temporary Right-of-Entry Agreement; and

d) All required sums for payment of SCRRA as described in Article 11.1 have been deposited with SCRRA.

ARTICLE 15 - INDEMNIFICATION

15.1 Neither SCRRA, the CITY, nor the Operating Railroads, nor any of their respective board or council members, member agencies, officers, agents, volunteers, contractor(s), or employees shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of

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SBCTA under or in connection with any aspect of the PROJECT, SBCTA WORK, authority or obligation agreed to by SBCTA under this AGREEMENT. SBCTA shall indemnify, defend and hold harmless SCRRA and the CITY, any Operating Railroads, as identified by SCRRA, as well as their respective board members, member agencies, officers, agents, volunteers, contractor(s,) and employees (“SCRRA and CITY Indemnitees”) from any and all liability, loss, expense (including reasonable attorneys’ fees and other defense costs), demands, suits, liens, damages, costs, claims, including but not limited to, claims for bodily injury, death, personal injury, or property damage, that are incurred by or asserted against the SCRRA Indemnitees arising out of or connected with any negligent acts or omissions on the part of SBCTA, its council, officers, agents, contractor(s), or employees under or in connection with any aspect of the PROJECT, SBCTA WORK, authority or obligation agreed to by SBCTA under this AGREEMENT. This indemnity shall survive completion of the PROJECT, SBCTA WORK, and RAILROAD WORK and termination of this AGREEMENT.

15.2 Neither SCRRA, SBCTA, nor the Operating Railroads, nor any of their respective board members, member agencies, officers, agents, volunteers, contractor(s), or employees shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of the CITY under or in connection with any aspect of the authority or obligation agreed to by the CITY under this AGREEMENT. CITY shall indemnify, defend and hold harmless SCRRA, SBCTA, any Operating Railroads, as identified by SCRRA, as well as their respective board members, member agencies, officers, agents, volunteers, contractor(s,) and employees (“SCRRA and SBCTA Indemnitees”) from any and all liability, loss, expense (including reasonable attorneys’ fees and other defense costs), demands, suits, liens, damages, costs, claims, including but not limited to, claims for bodily injury, death, personal injury, or property damage, that are incurred by or asserted against the SCRRA and SBCTA Indemnitees arising out of or connected with any negligent acts or omissions on the part of the CITY, its council, officers, agents, contractor(s), or employees under or in connection with any aspect of the authority or obligation agreed to by the CITY under this AGREEMENT. This indemnity shall survive completion of the PROJECT, SBCTA WORK, and RAILROAD WORK and termination of this AGREEMENT.

15.3 Neither SBCTA, the CITY, nor any of their respective board or council members, officers, agents, contractor(s), or employees shall be responsible for any damage or liability

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occurring by reason of any acts or omissions on the part of SCRRA under or in connection with any RAILROAD WORK, work, authority or obligation agreed to by SCRRA under this AGREEMENT. SCRRA shall indemnify, defend and hold harmless SBCTA and CITY, as well as their respective council, officers, agents, contractor(s), and employees (“SBCTA and CITY Indemnitees”) from any and all liability, loss, expense (including reasonable attorneys’ fees and other defense costs), demands, suits, liens, damages, costs, claims, including but not limited to, claims for bodily injury, death, personal injury, or property damage, that are incurred by or asserted against SBCTA and CITY Indemnitees arising out of or connected with any negligent acts or omissions on the part of SCRRA, its board members, officers, agents, volunteers, contractor(s) or employees under or in connection with any aspect of the RAILROAD WORK, authority or obligation agreed to by SCRRA under this AGREEMENT. This indemnity shall survive completion of the PROJECT, SBCTA WORK and RAILROAD WORK and termination of this AGREEMENT.

15.4 In contemplation of the provisions of Government Code §895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being PARTIES to an agreement, as defined in Government Code §895, each of the PARTIES hereto, pursuant to the authorization contained in Government Code §895.4 and §895.6, will assume the full liability imposed upon it or any of its officers, agents or employees by law for injury caused by any negligent or wrongful act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of §895.2 of such code. To achieve this purpose, each other agrees to indemnify and hold harmless each other for any cost or expense that may be imposed upon each other solely by virtue of said §895.2. The provisions of Civil Code §2778 are made a part hereof as if incorporated herein.

ARTICLE 16 - GENERAL PROVISIONS

16.1 This AGREEMENT shall continue in force and effect unless otherwise provided herein, until mutual termination by the PARTIES or the elimination or removal of an at-grade highway railroad crossing, whichever occurs first. The covenants and provisions of this AGREEMENT shall be binding upon and inure to the benefit of the successors and assigns of CITY, SBCTA, and SCRRA.

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16.2 This AGREEMENT may be modified or amended only in writing. All modifications, amendments, changes and revisions of this AGREEMENT, in whole or part and from time to time, shall be binding upon the PARTIES, so long as the same shall be in writing and executed by the CITY, SBCTA, and SCRRA.

16.3 This AGREEMENT and the exhibits attached hereto contain the entire understanding between the PARTIES and supersede any prior written or oral understanding and agreement between them regarding the subject matter of this AGREEMENT. There are no representations, agreements, arrangements or understandings, oral or written, between the PARTIES relating to the subject matter of this AGREEMENT, which are not fully expressed herein.

16.4 The PARTIES to this AGREEMENT shall maintain all records associated with the PROJECT for the period of three (3) years from the date of the final invoice in accordance with 23 CFR 645. If funding is provided by State and FHWA, under Section 130, the books pertaining to the work shall be open to inspection and audit by representatives of the State and FHWA for three (3) years after FHWA payment of final invoice. Furthermore, each PARTY shall make all records available for audit by SCRRA, SBCTA, or CITY, or Federal auditors, or all or any combination. All audits are to be performed in accordance with audit principles and standards as set forth in 48 CFR, Chapter 1, Part 31.

16.5 In addition to the specific provisions of this AGREEMENT, delay in performance by any PARTY hereunder shall not be a default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; weather; fires; casualties; accidents; emergencies; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; unusually severe weather; Federally-mandated inspections and maintenance; and/or any other causes beyond the control or without the fault of the PARTY claiming an extension of time for any such cause.

An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of commencement of the cause. If, however, notice by the PARTY claiming such extension is sent to the other PARTY more than thirty (30) calendar days after the commencement of the cause, the period shall commence to run only thirty (30) calendar days prior to the giving of such notice.

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16.6 The execution and delivery of this AGREEMENT by each PARTY and the consummation of the transactions contemplated hereby are within the power of each PARTY and have been duly authorized by all necessary actions of each respective PARTY.

16.7 In the event any part of this AGREEMENT is declared by a court of competent jurisdiction to be invalid, void or unenforceable, such part shall be deemed severed from the remainder of this AGREEMENT and the balance of this AGREEMENT shall remain in effect.

16.8 This AGREEMENT shall be construed and interpreted under the laws of the State of California.

16.9 The article and section headings in this AGREEMENT are for convenience only and shall not be used in its interpretation or considered part of this AGREEMENT.

16.10 Any notice sent by first class mail, postage paid, to the address and addressee, shall be deemed to have been given when in the ordinary course it would be delivered. The representatives of the PARTIES who are primarily responsible for the administration of this AGREEMENT, and to whom notices, demands and communications shall be given, are as follows:

CITY: SCRRA:

Bob Critchfield Andrew Althorp
Engineering Manager Assistant Director, Construction
Public Project

City of Upland SCRRA/Metrolink
460 N Euclid Avenue 2558 Supply Street, Bldg A
Upland, CA 91786 Pomona, CA 91767
E-mail: [email protected] E-Mail: [email protected] Telephone: (909) 291-2946 Telephone: (909) 593-6973

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SBCTA:

Juan Lizarde
Project Manager

SBCTA
1170 W 3rd St 2nd Floor
San Bernardino, CA 92410
E-mail: [email protected]
Telephone: (909) 884-8276

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IN WITNESS WHEREOF, the PARTIES have caused this AGREEMENT to be duly executed in by their duly qualified and authorized officials.

SOUTHERN CALIFORNIA REGIONAL APPROVED AS TO FORM:

RAIL AUTHORITY

By: _________________________________ By: ________________________________ Darren M. Kettle Don O. Del Rio
Chief Executive Officer General Counsel

Date: ________________________________ Date: _______________________________

SAN BERNARDINO COUNTY APPROVED AS TO FORM:

TRANSIT AUTHORITY

By: _________________________________ By: ________________________________ Art Bishop Juanda Daniel
President, Board of Directors Assistant General Counsel

Date: ________________________________ Date: _______________________________

CITY OF UPLAND APPROVED AS TO FORM:

By: _________________________________ By: ________________________________ Michael Blay Stephen Deitsch
City Manager City Attorney

Date: ________________________________ Date: _______________________________

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EXHIBIT A

To Construction and Maintenance Agreement
Euclid Avenue Pedestrian Improvement
Project
Cover Sheet for the

Standard Terms and Conditions

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EXHIBIT A
To Construction and Maintenance Agreement

TERMS AND CONDITIONS

SECTION 1 - CONDITIONS AND COVENANTS

a) SCRRA makes no covenant or warranty of title for quiet possession or against encumbrances. The CITY shall not use or permit use of the CROSSING AREA for any purposes other than those described in this AGREEMENT. Without limiting the foregoing, the CITY shall not use or permit use of the CROSSING AREA for other railroad purposes, or for gas, oil or gasoline pipe lines. Any lines constructed on SBCTA's right-of-way by or under authority of the CITY for the purpose of conveying electric power or communications incidental to the CITY's use of the right-of-way for highway purposes shall be constructed in accordance with specifications and requirements of SCRRA, and in such manner as not adversely to affect communication or signal lines of SCRRA or its licensees now or hereafter located upon said right-of-way. No non-party shall be admitted by the CITY to use or occupy any part of SBCTA's right-of-way without SCRRA's written consent. Nothing herein shall obligate SCRRA to give such consent.

b) The right hereby granted is subject to any existing encumbrances and rights (whether public or private), recorded or not, and also to any renewals thereof. The CITY shall not damage, destroy or interfere with the right-of-way or rights of nonparties in, upon or relating to the railroad right-of-way, unless the CITY at its own expense settles with and obtains releases from such nonparties.

c) SCRRA and its member agencies reserve the right to use and to grant to others the right to use the CROSSING AREA for any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the right-of-way; also, the right to cross the CROSSING AREA with all kinds of equipment. SCRRA further reserves the right to attach signal, communication or power lines to any highway facilities located upon the railroad right-of-way, provided that such attachments shall comply with CITY's specifications and will not interfere with the use of the CROSSING AREA.

d) So far as it lawfully may do so, the CITY will assume, bear and pay all taxes and assessments of whatsoever nature or kind (whether general, local or special) levied or assessed upon or against the Crossing Areas, excepting taxes levied upon and against the right-of-way as a component part of SCRRA's

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Improvement C&M Agreement Exhibit A Page 3

operating right-of-way.

e) If any property or rights other than the right granted by this AGREEMENT and the attached easements or licenses are necessary for the construction, maintenance and use of the Structure and its appurtenances, or for the performance of any work in connection with the PROJECT, the CITY will acquire all such other property and rights at its own expense and without expense to SCRRA.

SECTION 2 - CONSTRUCTION OF PROJECT

a) All work contemplated in this AGREEMENT must be performed in a good and workmanlike manner and each portion must be promptly commenced by the PARTY obligated by this AGREEMENT to perform the work. All work must be diligently prosecuted to conclusion in its logical order and sequence. All changes or modifications proposed during construction which affect SCRRA or the interests of SCRRA will be subject to SCRRA's approval prior to the commencement of work on all such changes or modifications.

b) SBCTA, at its expense, will apply for and obtain all public authority required by law, ordinance, rule or regulation for the PROJECT, and will furnish SCRRA upon request with satisfactory evidence that such authority has been obtained. SBCTA shall act as the lead agency on all planning, zoning, environmental approval and permitting activities required by State or Federal law and shall obtain and pay for all other permits and licenses required by law or regulation for the PROJECT.

c) All construction work of SBCTA upon the railroad right-of-way shall be performed and completed in a manner satisfactory to SCRRA in accordance with the Plans, Specifications and Estimates, SCRRA’s Minimum Requirements set forth in Exhibit B-5, B-6, D-1, E-1, E-2, E-3 and other guidelines or standards furnished by SCRRA.

d) SBCTA shall require its Contractor(s) to reasonably adhere to the construction schedule adopted for all PROJECT work. Reasonable time must be allowed in the schedule for SCRRA to perform the Railroad Work for which it is responsible. However, regardless of the requirements of the construction schedule, SCRRA reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations or to protect persons or property on or near any SCRRA owned property. SCRRA will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The PARTIES mutually agree that any reallocation of

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Improvement C&M Agreement Exhibit A Page 4

labor forces by SCRRA pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this AGREEMENT by SCRRA.

e) All construction work of SBCTA shall be performed diligently and completed within a reasonable time and in any event within three (3) years from the effective date of this AGREEMENT, or within such further period of time as may be specified in writing by SCRRA. No part of the PROJECT shall be suspended, discontinued or unduly delayed without SCRRA's written consent and subject to such reasonable conditions as SCRRA may specify. It is understood that SCRRA's tracks at and in the vicinity of the work will be in constant or frequent use during progress of the work and that movement or stoppage of trains, engines or cars may cause delays in the work of SBCTA. SBCTA hereby assumes the risk of any such delays and agrees that no claims for damage on account of any delay shall be made against SCRRA.

f) SCRRA will have the right to stop construction work on the PROJECT if any of the following events take place:

i) SBCTA or any of its contractor(s) performs the PROJECT work in a manner contrary to the PS&E approved by SCRRA;
ii) SBCTA or any of its Contractor(s), in SCRRA’s opinion, prosecutes the PROJECT work in a manner which is hazardous to SCRRA property, facilities or the safe and expeditious movement of railroad traffic;
iii) the insurance required by the AGREEMENT is canceled during the course of the PROJECT or does not meet the minimum requirements specified herein; or iv) SBCTA fails to pay any non-disputed costs incurred by SCRRA as provided in the AGREEMENT.

g) The work stoppage may continue until all necessary actions are taken by SBCTA or its Contractor(s) to rectify the conditions to the satisfaction of SCRRA or until additional insurance has been delivered to and accepted by SCRRA or the obligations are brought current.

SECTION 3 - INJURY AND DAMAGE TO PROPERTY

If SBCTA, in the performance of any work contemplated by this AGREEMENT or by the failure to do or perform anything for which SBCTA is responsible under the provisions of this AGREEMENT,

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shall injure, damage or destroy any property of SCRRA or of any other person lawfully occupying or using the railroad right-of-way, such property shall be replaced or repaired by SBCTA at SBCTA’s own expense, or by SCRRA at the expense of SBCTA, and to the satisfaction of SCRRA.

SECTION 4 - PAYMENT FOR WORK BY SCRRA

Payment for work by SCRRA shall be in accordance with Article 11 - Payment for SCRRA Work (RAILROAD WORK) as set forth in this AGREEMENT.

SECTION 5 - MAINTENANCE AND REPAIRS

a) SCRRA Obligations - SCRRA will accept, own, and maintain, at its sole cost and expense, the following portions of the PROJECT:
a. the railroad roadbed, ballast, track and appurtenances; b. the railroad signal and communication facilities and appurtenances; c. the railroad maintenance roads on the railroad side of railroad access gates; d. the railroad drainage structures;
e. and other facilities to which SCRRA accepts title.

b) CITY Obligations. CITY will own and maintain, at its sole cost and expense, the following portions of the PROJECT:
a. the roadway including the roadway approaches and curbs, gutters, sidewalks and appurtenances thereto;
b. the approach lighting and appurtenances thereto;
c. the roadway drainage structures, storm drain laterals, and collecting storm drains; d. the access roadways necessary to reach the railroad right-of-way; the roadway signage and striping;
e. the ADA truncated domes and appurtenances for protection or benefit of pedestrians; f. and all other work constructed by the PROJECT excepting that for which SCRRA is responsible under this AGREEMENT or pursuant to law or regulation.

SECTION 6 - SAFETY MEASURES; PROTECTION OF SCRRA OPERATIONS

It is understood and recognized that safety and continuity of SCRRA's operations and

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communications are of the utmost importance; and in order that the same may be adequately safeguarded, protected and assured, and in order that accidents and/or incidents may be prevented and avoided, it is agreed with respect to all of said work of SBCTA or CITY that the work will be performed in a safe manner and in conformity with the following standards:

a) SBCTA, CITY, and Contractor. All references in this AGREEMENT to SBCTA or CITY shall also include the Contractor(s), its subcontractors of any tier, and their respective officers, agents and employees, and others acting under its or their authority; and all references in this AGREEMENT to work of SBCTA or CITY shall include work both within and outside of the railroad right-of-way.

b) Compliance With Laws. SBCTA and CITY shall comply with all applicable federal, state and local laws, regulations and enactments affecting their work. SBCTA and CITY shall use only such methods as are consistent with safety, both as concerns SBCTA, CITY, their respective agents and employees, the officers, agents, employees and property of SCRRA and the public in general. SBCTA and CITY (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts, labor laws, laws governing trade, travel and use of material, and similar laws or regulations. All Federal Railroad Administration regulations shall be followed when work is performed on SCRRA's premises. If any failure by SBCTA or CITY to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against SCRRA, SBCTA or CITY shall reimburse and indemnify SCRRA for any such fine, penalty, cost, or charge, including without limitation attorney's fees, court costs and expenses. SBCTA and CITY further agrees in the event of any such action, upon notice thereof being provided by SCRRA, to defend such action free of cost, charge, or expense to SCRRA.

c) No Interference or Delays. SBCTA and CITY shall not do, suffer or permit anything which will or may obstruct, endanger, interfere with, hinder or delay maintenance or operation of SCRRA's tracks or facilities, or any communication or signal lines, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the railroad right-of-way or SCRRA’s facilities.

d) Supervision. SBCTA or CITY, at its own expense, shall adequately supervise and inspect all work to be performed by SBCTA or CITY, and shall not inflict injury to persons or damage to property for the safety of whom or of which SCRRA may be responsible, or to property of SCRRA. The responsibility of SBCTA and CITY for safe conduct and adequate policing and supervision of the work shall not be lessened or otherwise affected by SCRRA's approval of plans and specifications, or by SCRRA's collaboration in

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Euclid Avenue Pedestrian Safety
Improvement C&M Agreement Exhibit A Page 7

performance of any work, or by the presence at the work site of SCRRA's representatives, or by compliance by SBCTA or CITY with any requests or recommendations made by such representatives. If a representative of SCRRA is assigned to the PROJECT, SBCTA will give due consideration to suggestions and recommendations made by such representative for the safety and protection of the railroad right-of- way and SCRRA’s operations.

e) Suspension of Work. If at any time SBCTA, CITY, or SCRRA shall be of the opinion that any work of SBCTA or CITY is being or is about to be done or prosecuted without due regard and precaution for safety and security, SBCTA or CITY shall immediately suspend the work until suitable, adequate and proper protective measures are adopted and provided.

f) Removal of Debris. SBCTA or CITY shall not cause, suffer or permit material or debris to be deposited or cast upon, or to slide or fall upon any or the railroad right-of-way or facilities of SCRRA; and any such material and debris shall be promptly removed from the railroad right-of-way by SBCTA or CITY at their own expense or by SCRRA at the expense of SBCTA or CITY. SBCTA or CITY shall not cause, suffer or permit any water to be drained or pumped onto the railroad right-of-way during any dewatering from the CROSSING AREA without the prior permission of SCRRA.

g) Explosives. SBCTA or CITY shall not discharge any explosives on or in the vicinity of the railroad right-of-way without the prior consent of SCRRA, which will not be given if, in the sole discretion of SCRRA, such discharge would be dangerous or would interfere with the railroad right-of-way or SCRRA’s property or facilities. For the purposes hereof, the "vicinity of the railroad right-of-way" shall be deemed to be any place on the railroad right-of-way or in such close proximity to the railroad right-of-way that the discharge of explosives could cause injury to SCRRA's employees or other persons, or cause damage to or interference with the facilities or operations on the railroad right-of-way. SCRRA reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage, security and use of explosives as SCRRA, in SCRRA's sole discretion, may deem to be necessary, desirable or appropriate.

h) Excavation. SBCTA and CITY shall not excavate from existing slopes nor construct new slopes which are excessive and may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the tracks of SCRRA. SBCTA and CITY shall not do or cause to be done any work which will or may disturb the stability of any area or adversely affect SCRRA's tracks or facilities. SBCTA or CITY, at its own expense, shall install and maintain adequate shoring and cribbing for all excavation and/or trenching performed by SBCTA or CITY in connection with construction,

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Improvement C&M Agreement Exhibit A Page 8

maintenance or other work. Systems for the support of any excavation must conform to the requirements of SCRRA Excavation Support Criteria. The shoring and cribbing shall be constructed and maintained with materials and in a manner approved by SCRRA to withstand all stresses likely to be encountered, including any stresses resulting from railroad surcharges or vibrations caused by SCRRA's operations in the vicinity.

i) Falsework. No falsework may be erected over the track or on the railroad right-of-way except as approved by SCRRA. All falsework must conform to the requirements of the Caltrans Falsework Manual for traffic openings and any additional provisions provided by SCRRA:

j) Drainage. SBCTA or CITY, at their own expense, shall provide adequate passageway for the waters of any streams, bodies of water and drainage facilities (either natural or artificial, and including water from SCRRA's culvert and drainage facilities), so that said waters may not, because of any facilities or work of SBCTA, be impeded, obstructed, diverted or caused to back up, overflow or damage the railroad right-of-way or property of SCRRA or any part thereof, or the property of others. SBCTA and CITY shall not obstruct or interfere with existing ditches or drainage facilities.

k) Fiber Optic Cables. Fiber optic and other cable systems may be buried on the railroad right-of- way. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. SBCTA, the CITY, and its consultants and contractors shall call the Underground Service Alert of Southern California toll-free at (800) 227-2600 a minimum of five (5) calendar days before performing any excavation.

l) SCRRA Signal and Communication Facilities. SCRRA is not a member of Underground Service Alert of Southern California. SBCTA, the CITY, and its consultants and contractors, shall call SCRRA Signal Department at (909) 592-1346 to request marking of signal and communication cables or conduits or both a minimum of 72-hours prior to performing any excavation on the railroad right-of-way.

No work may proceed until you have been provided with an SCRRA dig number in addition to that provided by Underground Service Alert. In case of signal emergencies or grade crossing problems, the contractor shall call SCRRA's 24-hour signal emergency number at (888) 446-9721.

SECTION 7 - INTERIM WARNING DEVICES

If at any time it is determined by the CPUC or FRA, by the CITY, or by agreement between the PARTIES,

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Euclid Avenue Pedestrian Safety
Improvement C&M Agreement Exhibit A Page 9

that new or improved train activated warning devices should be installed at the CROSSING AREA, CITY shall install adequate temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until the construction or reconstruction of the warning devices has been completed.

SECTION 8 - OTHER RAILROADS AND AGENCIES

All protective and indemnifying provisions of this AGREEMENT shall inure to the benefit of SCRRA and any other Operating Railroad company lawfully using the railroad right-of-way or SCRRA’s facilities. On any certificate of insurance furnished pursuant to this AGREEMENT, SCRRA must be named as the Certificate holder or the insured. The following must be named as an additional insured:

Los Angeles County Metropolitan Transportation Authority (MTA) Orange County Transportation Authority (OCTA)
Riverside County Transportation Commission (RCTC)
San Bernardino County Transportation Authority (SBCTA)
Ventura County Transportation Commission (VCTC)
Union Pacific Railroad Company (UPRR)
Burlington Northern Santa Fe Corp. (BNSF)
National Railroad Passenger Corporation (Amtrak)

SECTION 9 - REMEDIES FOR BREACH OR NONUSE

a) If SBCTA or the CITY shall fail, refuse or neglect to perform and abide by the terms of this AGREEMENT, SCRRA, in addition to any other rights and remedies, may perform any work which in the judgment of SCRRA is necessary to place the CROSSING AREA and appurtenances in such condition as will not menace, endanger or interfere with SCRRA's facilities or operations or jeopardize SCRRA's employees; and SBCTA or the CITY (depending on whom is sponsoring the work) will reimburse SCRRA for the expenses thereof.

b) CITY will surrender peaceable possession of the CROSSING AREA upon termination of this AGREEMENT. Termination of this AGREEMENT shall not affect any rights, obligations or liabilities of the PARTIES, accrued or otherwise, which may have arisen prior to termination.

END EXHIBIT A

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EXHIBIT B-1

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover sheet for the

Detailed Description of Project

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EXHIBIT B-1

DETAILED PROJECT DESCRIPTION

EUCLID AVENUE PEDESTRIAN IMPROVEMENT PROJECT
PROJECT NO. TBD

The purpose of the PROJECT is to provide pedestrian safety improvements on the highway-rail at-grade crossing at EUCLID AVE, located along SCRRA’s San Gabriel Subdivision at Milepost 36.81 in the City of Upland, San Bernardino County, California. The public will benefit from the proposed project through improvements to both public safety and convenience.

Associated Crossings CPUC # DOT #
Euclid Avenue Highway-Rail Crossing 101SG-36.81 026173P

The PROJECT proposes to construct pedestrian safety improvements on the crossing, which includes the following improvements as approved in the California Public Utilities Commission (CPUC) GO-88B Authorization letter:

• Install automated pedestrian gates
• Install pedestrian channelization and emergency swing gates • Install detectable warning strips on all sidewalk crossing approaches • Install California Manual on Uniform Traffic Control Devices (CA MUTCD) compliant signage and pavement markings, including W10-2(L) advance warning signs and W10-2(R) advance warning signs.

All railroad signal, communication, and track systems will be Positive Train Control compliant.

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EXHIBIT B-2

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

Railroad Location Print

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EXHIBIT B-2
Railroad Location Print

Figure 1: Location Map

Figure 2: Vicinity Map

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EXHIBIT B-3

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

PROJECT Plans

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 1

EXHIBIT B-5

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

SCRRA Form of Approval for SBCTA

WORK PS&E

Page 64 of 96 ends

SCRRA Record of Final Design Approvals
July 2022 Page 1 SCRRA Form DPM-43
Record of Final Design Approval
Project Name
Subdivision Milepost
Lead Agency
SCRRA PM Agency PM
Design Firm
The design has been prepared under the direction of the design firm’s staff authorized to sign for the work. The staff person signing below attests to and certifies the technical information contained therein and the engineering data upon which the recommendations, conclusions, and decisions are based.

REGISTERED CIVIL ENGINEER Date:

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Record of Final Design Approval for XXX Project
XXX X, 20XX
Page X
SCRRA Record of Final Design Approvals
July 2022 Page 2 SCRRA Form DPM-43
SCRRA Approval
[First Last Name]Date:

SCRRA Project Manager
Date: ______________________
Assistant Director, _______
Justin Fornelli Date:

Chief Program Delivery
Date: Don Filippi
Chief Operating Officer
Date: Frank Castellon
Chief Safety, Security, and Compliance

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REGISTERED CIVIL ENGINEER Date:

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Record of Final Design Approval for XXX Project
XXX X, 20XX
Page X
SCRRA Record of Final Design Approvals
July 2022 Page 2 SCRRA Form DPM-43
SCRRA Approval
[First Last Name]Date:

SCRRA Project Manager
Date: ______________________
Assistant Director, _______
Justin Fornelli Date:

Chief Program Delivery
Date: Don Filippi
Chief Operating Officer
Date: Frank Castellon
Chief Safety, Security, and Compliance

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 3

EXHIBIT B-6

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

List of SBCTA Design and Contractor
Submittals Requiring SCRRA Review

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 4

EXHIBIT B-6
List of SBCTA Design Submittals Requiring SCRRA Review

DESCRIPTION

CROSSING LAYOUT

SIGNING AND STRIPING PLANS

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 5

EXHIBIT B-6
List of Contractor Submittals Requiring SCRRA Review

ALL SUBMITTALS SHALL BE IN ACCORDANCE WITH SPECIFICATION as incorporated in SCRRA Form 37
(COORDINATION WITH RAILROAD OPERATIONS)

SECTION DESCRIPTION ARTICLE
SECTION 1 CONSTRUCTION SCHEDULE 1.4
SECTION 1 WEEKLY LOOK-AHEAD SCHEDULE 1.4
SECTION 1 DOCUMENT CONTROL PLAN 1.4
SECTION 1 TESTING AND INSPECTION PLAN 1.4
SECTION 1 SITE SPECIFIC WORK PLANS 1.4
SECTION 4 REQUESTING WORK WINDOWS 4.4
SECTION 5 DEMOLITION AND REMOVAL PLANS 5.1
SECTION 5 EXCAVATION AND BACKFILL PLANS 5.2
SECTION 5 TRACK MONITORING PLAN 5.3
SECTION 5 DRILLING AND PILE DRIVING PLANS 5.4
SECTION 5 BORING AND JACKING PLANS 5.5
SECTION 5 BORING AND JACKING TRACK
MONITORING PLAN 5.6
SECTION 5 CLEARANCES 5.8
SECTION 5 TEMPORARY TRAFFIC CONTROL PLANS 5.9

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 8

EXHIBIT D-1

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

SBCTA Scope of Work

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 9

EXHIBIT D-1

SBCTA SCOPE OF WORK

SBCTA WORK by SBCTA is generally defined as the following activities:
• Install pedestrian swing gates and channelization
• Install chain link fences
• Reconstruct non-compliant sidewalks and ramps
• Minor road improvements
• Modify all signing and striping to accommodate roadway improvements • Install new ADA truncated domes

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 1

EXHIBIT D-2

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

SCRRA Scope of Work and Estimate

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 2

EXHIBIT D-2

RAILROAD WORK AND COST ESTIMATE
Euclid Pedestrian Safety Improvements

RAILROAD WORK by SCRRA is generally defined as the following activities:

In support of the PROJECT, SCRRA will install the pedestrian gates and modify the existing crossing warning system to accommodate the additional pedestrian gates.

RAILROAD WORK COST ESTIMATE

The estimated cost for the RAILROAD WORK is provided below.

Category Description Estimated Cost
Warning Systems Installation $275,000.00
Warning Systems Materials $147,560.00
PTC Coordination $21,128.00
C&S Systems Maintenance Support $12,676.80
S&C Design $0
S&C DSDC $33,804.80
S&C Construction Management &
Inspection
$63,384.00
S&C Agency $42,256.00
Survey $8,451.20
S&C Contingency $42,256.00
Flagging $25,353.60

TOTAL ESTIMATE $671,870.40

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 3

EXHIBIT E-1

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

SCRRA Highway-Rail Grade Crossings Manual,
Standards, and Criteria

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 4

EXHIBIT E-1

Please refer to the current SCRRA Grade Crossing Manual, Standards, and Excavation Support Criteria found in the Design Criteria Manual, Chapter 15 posted on Metrolink’s website using the following links:

SCRRA Grade Crossing Manual
https://metrolinktrains.com/globalassets/about/engineering/scrra_grade_crossing_manual.pdf

SCRRA Grade Crossing Standards
https://metrolinktrains.com/globalassets/about/engineering/4000-grade-xing.pdf

SCRRA Excavation Support Guidelines found in the Design Criteria Manual, Chapter 15 https://metrolinktrains.com/globalassets/about/engineering/scrra_design_criteria_manual.pdf

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EXHIBIT E-2

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for the

Requirements of the Contractor(s)

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 3

EXHIBIT E-2

REQUIREMENTS FOR CONTRACTORS

COORDINATION WITH RAILROAD OPERATIONS

1.0 GENERAL REQUIREMENTS

1.1 DESCRIPTION

This Project includes construction work within the operating right-of-way of the Southern California Regional Rail Authority (SCRRA). This Exhibit E-2 describes coordination with the SCRRA when work by the Contractor will be performed upon, over, under, or adjacent to the railroad right-of-way or may impact current or future SCRRA operations. The Contractor must coordinate with the SCRRA while performing the work described in the Contract, the Drawings, and the Specifications, and shall afford the same cooperation with the SCRRA as it does with SBCTA or CITY. All submittals and work shall be completed in compliance with these Requirements, SCRRA guidelines and other requirements. Reference is made to the Construction and Maintenance Agreement between CITY, SCRRA, and SBCTA (Construction and Maintenance Agreement) of which these Requirements are a part.

1.2 REQUIREMENTS OF THE CONTRACTOR

All railroad tracks within and adjacent to the Project site are to be assumed as active and rail traffic over these facilities must be maintained throughout the Project. Activities may include both through moves and switching moves to local customers. SCRRA and other railroad traffic and operations can occur continuously throughout the day and night on these tracks and shall be maintained at all times as defined herein. The Contractor shall coordinate and schedule the work so that construction activities do not interfere with SCRRA Operations.

The Contractor, and its sub-contractors of any tier (collectively referred to as the Contractor), must cooperate with SCRRA during construction of the Project when any of the following conditions are present:

A. Where work is performed on the railroad right-of-way; B. When the work is over or under or adjacent to the tracks of the SCRRA; C. When excavations are performed within 30-feet of the centerline of the nearest track; or D. When the work has the potential to foul (obstruct) any tracks or reduce any clearance below the allowable minimum.

The Contractor shall inform itself of the expected train movements prior to implementing its plans for any portion of the work.

The Contractor may not move, relocate, remove, obstruct, or otherwise interfere with any railroad tracks, signals, signs, flags, or other facilities, or any service or connection to any railroad facility.

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Euclid Avenue Pedestrian Safety Improvement C&M Agreement Exhibit E-2 Page 4

All work on SCRRA tracks, signals, communication equipment, and other facilities must be performed by SCRRA.

The Contractor's right to enter the railroad right-of-way is subject to the absolute right of SCRRA to cause the Contractor's work on the railroad right-of-way to cease if, in the sole opinion of SCRRA, the Contractor's activities create a hazard to the railroad right-of-way, or SCRRA employees, or SCRRA operations, or any combination thereof.

The Contractor shall execute and deliver duplicate copies of the SCRRA Form 6 – Temporary Right of Entry Agreement, in the form included with the Construction and Maintenance Agreement, Exhibit E-3. The Contractor shall comply with all requirements stipulated in the Right of Entry Agreement, and shall maintain all insurance in full force during the time that its work is performed on or adjacent to the railroad right-of-way. The Contractor shall furnish Railroad Protective Insurance in the amounts listed in SCRRA Form 6 – Temporary Right of Entry Agreement is a requirement of working on or adjacent to the railroad right-of-way

The Contractor must plan, schedule and conduct all work activities so as not to interfere with the movement of any trains. Work activities shall be confined to the times specified by SCRRA, unless otherwise permitted by SCRRA. Work windows that provide the Contractor exclusive track occupancy on all tracks will not be granted unless identified by SCRRA, and then only upon an advance notice of 75 calendar days prior to the date on which the work window is desired.

The details of construction affecting the railroad right-of-way and tracks not included in the Contract Drawings must be submitted to the SCRRA for approval before work is undertaken and this work must not be undertaken until approved by the SCRRA.

A detailed construction schedule, including the proposed temporary horizontal and vertical clearances and construction sequence for all work to be performed, shall be provided by the Contractor to SBCTA or CITY for submittal to the SCRRA for review and approval prior to commencement of work. This schedule shall also include the anticipated dates on which the above listed events will occur. This schedule shall be updated for all critical listed events as necessary but at least monthly so that site visits may be scheduled.

The Contractor must notify the SCRRA Project Representative, not less than 30 calendar days before commencing any work on the railroad right-of-way. Contractor’s notification to SCRRA shall be in writing and must refer to the file no. referenced in the respective C&M Agreement.

The Contractor shall perform no work on the railroad right-of-way until all its employees, including sub-contractors of any tier, have attended and passed the Safety Orientation Class described in SCRRA Form 6 – Temporary Right-of-Entry Agreement.

The SCRRA Project Representative for this project is:

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Andrew Althorp
Southern California Regional Rail Authority
2558 Supply Street, Bldg A, Pomona, California 91767
Phone: (909) 593-6973

All notices and submittals to the SCRRA Project Representative are to be made through SBCTA or CITY’s Resident Engineer or other designated representative of SBCTA or the CITY.

The Contractor, at its sole expense, shall adequately supervise all work to be performed by the Contractor. The responsibility of the Contractor shall not be lessened or otherwise affected by SCRRA’s approval of the plans and specifications for the Project, or by the presence at the work site of a CITY, SCRRA, or SBCTA Representative.

1.3 Submittals

Construction submittals requiring SCRRA approval, and Requests for Information (RFI) requiring a reply from SCRRA, must be forwarded to SBCTA or CITY who in turn will forward to the SCRRA Project Representative. SCRRA shall be allowed 45 calendar days for review of all submittals. Upon written approval of SBCTA or CITY, the contractor or contractors may make the submittals directly to SCRRA Project Representative and SBCTA or CITY simultaneously.

The details of the construction affecting the operations, facilities, or railroad right-of-way, or the operations or facilities of other entities using the railroad right-of-way, not already included in the Project plans and specifications, shall be submitted by the Contractor for review by SCRRA.

Written approval must be obtained from SCRRA before such construction is undertaken.

The SCRRA's review and approval of SBCTA or CITY or the Contractor's Plans in no way relieves SBCTA or CITY and Contractor from their responsibilities, obligations or liabilities under the Contract between SBCTA or CITY and the Contractor for the work, or in the separate SCRRA Form 6 – Temporary Right of Entry Agreement. SCRRA's approval will be given with the understanding that the SCRRA makes no representations or warranty as to the validity, accuracy, legal compliance or completeness of SBCTA’s, CITY’s, and/or Contractor's plans and that any reliance by SBCTA, CITY, or the Contractor with respect to such plans is at the risk of SBCTA, CITY, and the Contractor.

2.0 CONTRACTOR SAFETY REQUIREMENTS

2.1 CONTRACTOR GENERAL SAFETY REQUIREMENTS

Work in the proximity of railway track(s) is potentially hazardous where movement of trains and equipment can occur at any time and in any direction. All work performed by the Contractor within or adjacent to the railroad right-of-way must be in compliance with this specification and

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the requirements of SCRRA Form 6 – Temporary Right of Entry Agreement.

All personnel working on, over, or under the railroad right-of-way must be equipped with personal protective equipment (PPE) meeting applicable OSHA and ANSI specifications.

Personal protective equipment must be appropriate for the task performed. Employees, agents or invitees of Contractor shall possess the following minimum equipment while on the railroad right-of-way:

A. Safety glasses with side shields conforming to ANSI Z87.1 – Occupational and Educational Personal Eye and Face Protection Devices
B. Protective Helmets (Hard Hats) conforming to ANSI Z89.1 – Requirements for Protective Headwear for Industrial Workers, Type I or II, Class G or E; C. Safety shoes with hardened toes conforming to ASTM F 2413. Shoes must lace above the ankle and have a defined heel.

D. High visibility ORANGE (and only orange) retro-reflective work wear. (Green and Red shirts, vests, or other outerwear are not permitted within the railroad right-of-way because of the use of the same colors for signals to trains).

E. Evidence of SCRRA railroad safety training (decal or card).

Hearing protection, face and eye shields, fall protection, gloves, and respirators must be worn as required by State and Federal regulations.

The Contractor must not pile or store any materials, machinery or equipment within the railroad Right-of-Way, or closer than 25'-0" to the center line of the nearest track, or in a manner that blocks access to SCRRA facilities and equipment. Dirt, aggregates, or other similar loose materials must be covered to prevent migration of the material toward the track. Dust or blowing soil or debris must be controlled in accordance with South Coast Air Quality Management District Rule No. 402 and Rule No. 403.

Materials, machinery or equipment must not be stored or left within 250 feet of any highway railroad at-grade crossings, where storage of the same will interfere with the sight distances of motorists approaching the crossing. Prior to beginning work, the Contractor must establish a storage area with concurrence of the SCRRA Project Representative.

Machines or vehicles must not be left unattended with the engine running. Parked machines and equipment must be turned off and must be in gear with brakes set. If equipped with blade, pan or bucket, the blade, pan or bucket is to be lowered to the ground. All machinery and equipment left unattended on Railroad right-of-way must be left inoperable and secured against movement.

The Contractor must not create and leave any conditions at the work site that would interfere with water drainage. Any work performed over water must meet all Federal, State and Local regulations.

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All wires and cables must be considered active, dangerous and of high voltage unless informed to the contrary by proper authority. For all power lines the minimum clearance between the lines and any part of the equipment or load must be; 200 KV or below - 15 feet; 200 to 350 KV - 20 feet; 350 to 500 KV - 25 feet; 500 to 750 KV - 35 feet; and 750 to 1000 KV - 45 feet. If capacity of the line is not known, a minimum clearance of 45 feet must be maintained. A person must be designated to observe clearance of the equipment and give a timely warning for all operations where it is difficult for an operator to maintain the desired clearance by visual means.

All damage to SCRRA Property, or any hazard noticed on passing trains must be reported immediately to the railroad flagger, if a flagger is present, or in the absence of a railroad flagger, to SCRRA's Dispatch Operations Center (DOC) at (888) 446-9721. Any vehicle or machine which comes in contact (regardless of the strength of the impact) with track, signal equipment, or a structure (e.g. bridge) may result in a train derailment and must be reported immediately to the SCRRA Project Representative and to the SCRRA Flagger, if a flagger is present, or in the absence of a railroad flagger, to SCRRA's DOC. Phone numbers for utility and SCRRA emergency response are to be obtained from the SCRRA Project Representative prior to the start of any work and must be posted at the job site.

Special permission must be obtained from the SCRRA before moving heavy or cumbersome objects or equipment which might result in making the track impassable.

Any employees, agents or invitees of Contractor or its sub-contractors under suspicion of being under the influence of drugs or alcohol, or in the possession of same, will be removed from the railroad right-of-way and subsequently released to the custody of a representative of the Contractor's management. Future access to the railroad right-of-way by that employee will be denied.

All persons are prohibited from having pocket knives, firearms or other deadly weapons in their possession while working on railroad right-of-way.

2.2 SAFETY TRAINING AND COMMUNICATION

Before beginning any task on the railroad right-of-way, a thorough job safety briefing must be conducted with all personnel involved with the task. The briefing must include the procedures the Contractor will use to prevent its employees, sub-contractors, agents or invitees from moving any equipment adjacent to or across any SCRRA tracks without the appropriate protection to railroad operations. Additional job safety briefings must be conducted anytime that the job tasks or conditions affecting the job tasks, change or are revised.

When Contractor employees are required to work on the railroad right-of-way after normal working hours or on weekends, the SCRRA Project Representative must be notified. A

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minimum of two employees must be present at all times.

2.3 SCRRA Railway Protective Services

The Contractor must request and arrange for a flagger, inspector and/or other protective services from SCRRA authorized representative for the following conditions:

A. When the Contractor’s work activities are within the railroad right-of-way.

B. When the Contractor's work activities are located over or under a track or tracks.

C. When cranes, pile drivers, drill rigs, concrete pumps, or similar equipment positioned outside of the right-of-way could foul the track in the event of tip over or other catastrophic occurrence,
D. When in the opinion of the SCRRA it is necessary to safeguard the employees, trains, engines and facilities of SCRRA.

E. When any excavation is performed below the elevation of the track sub-grade, or track or other railroad facilities may be subject to movement or settlement.

F. When work in any way interferes with the safe operation of trains at timetable speeds.

G. When any hazard is presented to Railway track, communications, signal, electrical, or other facilities either due to persons, material, equipment or blasting in the vicinity.

H. When clearing, grubbing, grading, or blasting is in proximity to the Property which, in the opinion of SCRRA or representative of an SCRRA member agency, may endanger the Property or operations.

I. When street construction and maintenance activities, located within the railroad right-of- way or in the vicinity of the highway-rail grade crossing, requiring temporary work area traffic control, which may affect or create unsafe conditions for employees, public, trains and vehicles.

Flagging services will be performed by SCRRA using Federal Railroad Administration qualified Railway flaggers furnished through SCRRA. Personnel of the Contractor may not perform flagging or other protective services for railroad operations.

Flagging services are generally provided by one employee who can protect up to 10 people.

However, additional personnel may be required to protect the facilities and operations of SCRRA, if deemed necessary by the SCRRA Project Representative or other authorized SCRRA employee. Each time a flagger is called, the minimum period for billing will be the eight (8) hour basic day. Additional overtime will be charged for the setting and removal of advance flags for work performed under Track Bulletins and Exclusive Track Occupancy rules.

The estimated cost for one (1) flagger is $1,750 for a ten (10) hour basic day with time and one- half or double time for overtime, rest days and holidays. The estimated cost for each flagger includes vacation allowance, paid holidays, railroad and unemployment insurance, public liability and property damage insurance, health and welfare benefits, transportation, meals,

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lodging and supervision. However, the flagging rate in effect at the time of performance of the work by the Contractor hereunder will be used to calculate the actual costs of flagging pursuant to this paragraph. SBCTA or CITY will reimburse SCRRA under a separate agreement for all cost and expense incurred by SCRRA in connection with the safety and protective services required for their respective work.

The Contractor shall call the phone number provided with the executed copy of SCRRA Form 6 – Temporary Right-of Entry Agreement, a minimum of 25 calendar days in advance of the date that flagging services will be required. Flagmen will not be scheduled until the Contractor has executed the SCRRA Form 6 – Temporary Right of Entry Agreement.

2.4 Track Occupancy and Work Windows

The Contractor’s operations are subordinate to the operation of trains on the railroad right-of- way, whether passenger or freight. All work upon the railroad right-of-way shall be done at such times and in such a manner as not to interfere with or endanger the SCRRA Operations. SCRRA will strive to cooperate with the Contractor such that the work may be handled and performed in an efficient manner, however, The Contractor will have no claim whatsoever for any type of damages or for extra or additional compensation in the event its work is delayed by rail operations.

Whenever work may affect the operations or safety of trains, the method of doing such work shall first be submitted to the SCRRA Project Representative for approval, but such approval shall not relieve the Contractor from any liability. Any work to be performed by the Contractor, which requires flagging service or inspection service, shall be deferred until the flagging protection required by the SCRRA is available at the job site.

There is one main track that crosses the Euclid Ave crossing. Trains of SCRRA and the BNSF Railway operate over the tracks traversing the Project site.

The average train traffic on this route is 14 freight trains per 24-hour period at a timetable speed of 55 MPH and 30 passenger trains at a timetable speed of 79 MPH. Passenger train traffic is approximately limited to the hours of 4:00 AM and 12:00 Midnight. Freight trains are operated 24 hours a day, seven days a week. In addition to scheduled freight service, extra freight trains may be operated as traffic warrants.

Track occupancy and work windows for this Project must be coordinated with SCRRA. SCRRA will provide the following Conditional Work Windows as defined below:

Conditional Work Window using Track Bulletin Form B (Form B): A period of time in which SCRRA operations have priority over construction activities. When construction activities may occur on the railroad right-of-way or the activities have the potential to foul the track as defined

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above, a SCRRA flagger will be required. At the direction of the flagger, upon approach of a train, and when trains are present on the tracks, the tracks must be cleared and work stopped. To clear tracks, no construction equipment, materials or personnel may remain within 25 feet of the centerline of the nearest track or as directed by the SCRRA flagger. Conditional Work Windows are available for the Project subject to SCRRA's local operating unit review and approval, however, construction activities utilizing cranes, pile drivers, drill rigs, concrete boom pumps or other swinging or boom operated equipment over the track or within 25-ft of the railroad right- of-way may not be performed under Form B except on approval of SCRRA. Work under Track Bulletin Form B will not be available between 4:00 AM and 7:00 PM Monday through Friday.

Conditional Work Window Using Time Controlled Access (Track and Time): A period of time in which SCRRA operations have priority over construction activities, but limited periods free of train traffic may be provided subject to approval of the SCRRA dispatcher. A SCRRA flagger will be required. Track and Time will typically be issued in 30-minute increments during non- peak periods between 4:00 AM and 10:00 PM. Track and Time will not be available during peak commuting periods, or when the scheduled time between passenger trains is 45 minutes or less.

At the expiration of the allowed time, the tracks must be cleared (i.e., no construction equipment, materials or personnel within 25 feet from the centerline of the nearest track or as directed by the SCRRA flagger). Track and Time Conditional Work Windows on one main track are available for the Project subject to the approval of the SCRRA dispatcher between the hours of 7:00 PM and 4:00 AM Daily, and on two main tracks between the hours of Midnight and 4:00 AM.

Track Out of Service Single or Multiple Track: A period of time in which train operations are restricted to specific tracks. One or more SCRRA flagmen are required. One main track may be removed from service between the hours of 7:00 PM and 4:00 AM except in cases of unusual occurrences. Two main tracks may be removed from service between the hours of 12:00 Midnight and 4:00 AM except in cases of unusual occurrences. Exclusive Track Occupancy on Main Track 1 and Main Track 2 at other times is not available.

The Contractor shall make requests in writing to the SCRRA Project Representative and SBCTA or CITY for Conditional Work Windows, at least 25 calendar days in advance of the desired Conditional Work Windows. The written request must include:

A. Description of work to be performed
B. Description of tasks, equipment utilized, and sequence of work C. Drawing illustrating the work, lay-down, parking and staging areas D. Drawings illustrating Temporary Traffic Control in vicinity of tracks E. A schedule of the days and hours that work will be performed F. The exact location of the work and proximity to the tracks G. The type of window and amount of time requested
H. The designated contact person for the Contractor

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The Contractor shall provide a written confirmation notice to the SCRRA Project Representative not less than 25 calendar days prior to commencing work in connection with the approved work windows when work will be performed within the railroad right-of-way. All work shall be performed in accordance with previously approved work plans.

Should a condition arise from, or in connection with, the Project work which requires immediate and unusual actions to be made to protect operations and property of the SCRRA, the Contractor shall undertake such actions. If, in the judgment of the SCRRA, such actions are insufficient, the SCRRA may require or provide such actions as deemed necessary. In any event, such actions shall be at the Contractor’s expense and without cost to the SCRRA. The SCRRA have the right to order the Contractor to temporarily cease operations in the event of an emergency or if, in the opinion of the SCRRA, the Contractor’s operations may inhibit the SCRRA Operations. In the event such an order is given, the Contractor shall immediately notify SBCTA or CITY of the order.

3.0 PROTECTION OF SIGNALS, COMMUNICATION LINES, AND UTILITIES

3.1 SIGNALS, COMMUNICTION FACILITIES, AND UTILITIES

Signal, communication, fiber-optic, petroleum, natural gas, electric power and other utilities are present in the railroad right-of-way. Delays and disruptions to service may cause business interruptions involving loss of revenue and profits, danger to train operations, and release of potentially flammable compounds. The Contractor shall be required to take special precautions and care in connection with excavating and shoring. Excavations for construction of footings, piers, columns, walls or other facilities that require shoring shall comply with requirements of all applicable laws and regulations, and the SCRRA “Excavation Support Criteria.”

Before excavating, the Contractor must determine whether any underground pipe lines, electric wires, or cables, including fiber optic cable systems are present and located within the Project work area by calling the Southern California Underground Service Alert. SCRRA is not a member of Underground Service Alert (Dig Alert) and SCRRA signal and communication lines must be located separately. The Contractor must contact the SCRRA Signal Department separately. All underground and overhead wires will be considered HIGH VOLTAGE and dangerous until verified with the company having ownership of the line. It is the Contractor's responsibility to notify any other companies that have underground utilities in the area and arrange for the location of all underground utilities before excavating.

In addition to calling the Southern California Underground Service Alert (Dig Alert), the Contractor shall call the SCRRA’s “Call Before Your Dig” number at least 72 hours prior to commencing work at (909) 592-1346 during normal business hours. In case of emergencies involving SCRRA signal or communication facilities, the Contractor shall call (888) 446-9721.

The signal and communication emergency phone line is staffed 24 hours a day, 7 days a week. to determine location of fiber optics. If a telecommunications system is buried anywhere on or near SCRRA property, the Contractor will co-ordinate with the SCRRA and the Telecommunication

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Company to arrange for relocation or other protection of the system prior to beginning any work on or near SCRRA property.

It shall be the responsibility of the Contractor, through SBCTA or CITY, to make arrangements directly with utility companies involving the protection, encasement, reinforcement, relocation, replacement, removing or abandonment in place of non-railroad facilities affected by the Project.

SCRRA has no obligation to supply additional SCRRA property for non-railroad facilities affected by this Project, nor does the SCRRA have any obligation to permit non railroad facilities to be abandoned in place or relocated on railroad right-of-way. Any facility or utility that crosses the railroad right-of-way must be covered under an agreement or license with SBCTA including, without limitation, any relocation of an existing facility or utility.

SCRRA will, if required, rearrange its communications and signal lines, grade crossing warning devices, train signals, tracks and facilities that are in use and maintained by SCRRA forces in connection with its operation. This work by the SCRRA will be done by its own forces or by Contractors under a continuing contract and is not a part of the work under the Contract for the construction of the Project. The Contractor must allow sufficient time in its schedule to permit SCRRA to issue the necessary task orders to its contractors’ order material, and perform any necessary work.

4.0 CONSTRUCTION

4.1 Excavation

The Contractor shall not make any excavations on the railroad right-of-way, nor within the zone of railroad load influence as shown in the SCRRA Excavation Support Criteria, until the Contractor’s support of excavation plans and calculations are approved in writing by SCRRA.

The Contractor must cease all work and notify the SCRRA immediately before continuing excavation in the area if obstructions are encountered which do not appear on drawings. If the obstruction is a utility and the owner of the utility can be identified, then the Contractor must also notify the owner immediately. If there is any doubt about the location of underground cables or lines of any kind, no work must be performed until the exact location has been determined. There will be no exceptions to these requirements.

All excavations must be conducted in compliance with applicable law and regulations and, regardless of depth, must be shored when within the zone of railroad load influence, or when necessary to protect structures, facilities, or personnel. Excavations located on the railroad right- of-way shall conform to the SCRRA Excavation Support Criteria. Designs for all temporary structures supporting tracks or excavations adjacent to the tracks shall include railway surcharge loading imposed by a Cooper E-80 live load.

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Any excavations, holes or trenches on the railroad right-of-way must be covered, guarded and protected when work is not actively prosecuted. When leaving work site areas at night and over weekends, the areas must be secured and left in a condition that will ensure that SCRRA employees and other personnel who may be working or passing through the area are protected from all hazards. All excavations must be back filled as quickly as practicable.

4.2 Protection of Track

The Contractor must take protective measures necessary to keep railway facilities, including track ballast, free of sand, debris, and other foreign objects and materials resulting from its operations or weather. No portion of any equipment may be set or operated on the tracks at any time. The Contractor will be required to use powered lifting devices such as cranes or winches to place or to remove any forms or falsework over SCRRA's tracks.

The Contractor shall not drop material onto the tracks at any time except upon prior written approval of SCRRA, and only upon the concurrent approval by SCRRA of the Contractor’s method of protecting the track from impacts and debris. No blasting shall be performed on or adjacent to the railroad right-of-way without the written approval of SCRRA. Driven piles shall be limited to locations shown on the Contract Drawings or, if needed for temporary support of excavation, to the locations approved by SCRRA. The track shall be monitored by differential leveling for vertical displacement during any pile driving or other operations capable of displacing the ground.

The Contractor, at its expense, shall maintain all ditches and drainage structures free of silt or other obstructions which may result from the Contractor’s operations and to repair and restore any SCRRA property, tracks and facilities of SCRRA and its tenants and other having the right to use the railroad right-of-way. The Contractor must submit a proposed method of erosion control and have the method reviewed and approved by the SCRRA prior to beginning any grading on the project site. Erosion control methods must comply with all applicable local, state and federal regulations.

Tracks, ballast, and other SCRRA facilities must be covered and protected during any demolition or removal operations over or in the vicinity of the tracks. The Contractor shall submit its plans for protection of the tracks to the SCRRA Project Representative for approval, and receive approval, prior to beginning any demolition or removal operations.

At other than public road crossings, the Contractor shall not move any equipment or materials across SCRRA's tracks until permission has been obtained from the SCRRA, and the Contractor has obtained a "Temporary Private Crossing Agreement" from the SCRRA. The temporary crossing shall be constructed in accordance with SCRRA standards and gated and locked at all times when not required for use by the Contractor. Temporary crossings for the use of the Contractor will be at the expense of the Contractor.

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Notwithstanding any approval by SCRRA, the Contractor shall be responsible for the protection of the track, signals, communications, SCRRA operations, and the public. Damage to railway facilities resulting from Contractor's operations will be repaired or replaced by SCRRA and the cost of such repairs or replacement shall be paid to SCRRA by the Contractor. The Contractor shall maintain appropriate barriers or fencing to prevent the use of the railroad right-of-way by the public at all times during construction. The Contractor shall maintain all barriers, fencing, and temporary construction works in good repair and free of graffiti at all times. The Contractor shall provide additional fencing or barriers as needed to deter the public from entering the railroad right-of-way within the limits of the construction.

4.3 Clearances

The Contractor must not pile or store any materials, machinery or equipment closer than 25'-0" to the center line of the nearest SCRRA track. Materials, machinery or equipment must not be stored or left within 250 feet of any highway railroad at-grade crossings, where storage of the same will interfere with the sight distances of motorists approaching the crossing. Prior to beginning work, the Contractor must establish a storage area with concurrence of the Railroad's representative.

Unless shown otherwise on the Contract Drawings, the Contractor shall abide by the following temporary clearances during construction. The Contractor shall not place forms, materials, spoils, or other temporary constructions, including bracing or work platforms, within the clear area unless approved in writing by SCRRA:

12’-0” Horizontally at right angles from centerline of nearest track 22’-6” Vertically above top of rail
27'-0" Vertically above top of rail for electric wires carrying less than 750 volts 28'-0" Vertically above top of rail for electric wires carrying 750 volts to 15,000 volts 30'-0" Vertically above top of rail for electric wires carrying 15,000 volts to 20,000 volts 34'-0" Vertically above top of rail for electric wires carrying more than 20,000 volts

At no time shall the Contractor reduce the minimum clearances required by the California Public Utilities Commission (CPUC) General Order 26-D, or block or restrict the visibility of any signal or railroad warning device. Any infringement within the clearances established by General Order 26-D due to the Contractor's operations must be submitted to the SCRRA and to SBCTA or CITY and must not be undertaken until approved in writing by the SCRRA, and until SBCTA or CITY has obtained any necessary authorization from the CPUC for the infringement. No extra compensation will be allowed in the event the Contractor's work is delayed pending approval by SCRRA, or approval by the CPUC, or both.

In the case of impaired vertical clearance above top of rail, SCRRA will have the option of

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installing tell-tales or other protective devices SCRRA deems necessary for protection of SCRRA operations. The cost of tell-tales or protective devices will be borne by the Contractor.

Reduced temporary construction clearances, which are less than construction clearances defined above, will require special review and approval by the SCRRA and possible the CPUC. Any proposed variance on the specified minimum clearances due to the Contractor’s operations shall be submitted to the SCRRA Project Representative and SBCTA or CITY at least thirty (30) calendar days in advance of the work. No work shall be undertaken until the variance is approved in writing by the SCRRA Project Representative.

Parallel to the outer side of each exterior track of multiple operated tracks and on each side of single operated track, an unobstructed continuous space suitable for trainman’s use in walking along trains, extending in width not less than 12 feet perpendicular from centerline of track, shall be maintained. Any temporary impediments to walkways and track drainage encroachments or obstructions allowed during working hours must be covered, guarded and/or protected as soon as practicable. Walkways with railings shall be constructed by the Contractor over open excavation areas when in close proximity of track, and railings shall not be closer than 9’-0" perpendicular from the center line of tangent track or 10’ – 0” horizontal from curved track.

4.4 Temporary Vehicular Traffic Control

The Contractor’s operations which control traffic across or around SCRRA facilities shall be coordinated with and approved by the SCRRA and CITY and shall be in compliance with the CA MUTCD. Traffic control in the vicinity of highway – railroad grade crossings shall conform to the SCRRA Criteria for Temporary Traffic Control.

SCRRA will not permit temporary at grade crossings unless absolutely necessary and there is no alternative route available to Contractor to access the Project site. Alternative plans must be considered to avoid crossing SCRRA tracks at grade.

5.0 HAZARDOUS AND CONTAMINATED MATERIALS

5.1 Control, Discharge, and Disposal

Discharge, release or spill on the railroad right-of-way of any hazardous substances, oil, petroleum, constituents, pollutants, contaminants, or any hazardous waste is prohibited and Contractor must immediately notify the SCRRA Project Representative of any discharge, release or spills in excess of a reportable quantity. Contractor must not allow the railroad right-of-way to become a treatment, storage or transfer facility as those terms are defined in the Resource Conservation and Recovery Act or any state analogue.

If Contractor discovers any hazardous waste, hazardous substance, petroleum or other deleterious

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material, including any non-containerized commodity or material, on or adjacent to railroad right- of-way, in or near any surface water, swamp, wetlands or waterways adjacent to the railroad right- of-way, while performing any work on this Project, the Contractor must immediately: (a) notify CITY or SBCTA's Resident Engineer, (b) notify SCRRA's Project Representative, of such discovery; (c) take safeguards necessary to protect its employees, sub-contractors, agents and third parties: and (d) exercise due care with respect to the release, including the taking of any appropriate measure to minimize the impact of such release.

6.0 INSPECTION AND OBSERVATION

6.1 Site Inspections by Railroad Project Representative

In addition to the office reviews of construction submittals, site observations will be performed by SBCTA or CITY, SCRRA, or a Consultant to SCRRA at significant points during construction as determined by SCRRA. Site visits to check the progress of work may be performed at any time throughout the construction process as deemed necessary by the SCRRA.

6.2 Site Inspections and Testing by Regulatory Authorities and SCRRA

Federal or State representatives may also conduct inspections and tests to ensure compliance with 49 CFR 214 – Railroad Workplace Safety regulations. A person or persons found to be not in compliance with the appropriate regulations may receive personal monetary fines by the regulatory authorities, or may be barred from the railroad Right-of-Way, or both. SCRRA maintains an Efficiency Testing program to verify compliance with Federal and State regulations. SCRRA representatives may make inspections and conduct tests to judge the effectiveness of the safety training, and compliance with SCRRA requirements. The Contractor shall cooperate with SCRRA and Federal or State representatives at all times.

7.0 CLEANING AND RESTORATION

7.1 Cleaning Of Right-Of-Way

The Contractor shall, upon completion of the work to be performed within the railroad right-of- way and/or properties of the SCRRA and adjacent to its tracks, wire lines and other facilities, promptly remove from the railroad right-of-way all Contractor’s tools, implements and other materials whether brought upon the railroad right-of-way by the Contractor or any sub-contractors employee or agent of Contractor or of any sub-contractor, and leave the railroad right-of-way in a clean and presentable equal or better than existed at the start of the Project work.

END of EXHIBIT E-2

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EXHIBIT E-3

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for

SCRRA Form 6
Temporary Right-of-Entry Agreement and SCRRA
Insurance Requirements

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EXHIBIT E-3
SCRRA Form 6
Temporary Right-of-Entry Agreement and Exhibit A: Insurance Requirements

Please refer to the current SCRRA Temporary Right-of-Entry Agreement SCRRA Form No. 6 posted on Metrolink’s website using the following links:

SCRRA Temporary Right-of-Entry Agreement
https://metrolinktrains.com/globalassets/about/engineering/scrra-form-no-6-september-2-2021.pdf

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EXHIBIT F

To Construction and Maintenance Agreement
for
Euclid Avenue Pedestrian Safety Improvement
Project
Cover Sheet for

Funding Schedule

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EXHIBIT F
Euclid Avenue Pedestrian Safety Improvement Project
Funding Summary

Agency Fund Expiration Amount
SBCTA Active Transportation
Program (ATP) $671,870.40
Grand Total $671,870.40

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S T A F F R E P O R T
I T E M N O . 10.T .

A L A N F R E N C H , P R I N C I PA L E N G I N E E R S U B J E C T :P R O F E S S I O N A L S E R V I C E S A G R E E M E N T S TO P R O V I D E P R O J E C T

M A N A G E M E N T S E R V I C E S

R E C O M M E N D E D A C T I O N
I t is recom m end ed that th e C ity C oun cil award a p rofessional services ag reem ent w ith I n terw est an d T K E E n g ineerin g , I n c. for P roject M anag em en t S ervices in the am ou nt of $3 00 ,00 0 each ; ap p rove an ad d itional al loc ati on of A R PA fu n d i n g in t h e am oun t of $3 00 ,00 0 for a t otal all ocat ion of $60 0,0 00 for P rojec t M an ag em en t S ervices; an d au th ori ze t h e C ity M an ag er to execut e t he ag reem en ts an d an y fu t u re am en d m en ts w i th in t h e C i ty M anag er's authority.

G O A L S T A T E M E N T
Th e p rop osed act ion su p p orts th e C i ty g oal to p rovi d e safe i n frast ru ct u re th rou g h efficien t p lann in g , im p lem entation of work, and m aintenan ce.

B A C K G R O U N D
O n M arc h 11 , 2 02 1, th e P resid ent sig ned int o law th e A m eric an Resc ue P lan A ct (A R PA ), w hich is a fed eral st im ulus p rog ram th at all ocat es $1 .9 trillion over t h e n ext th ree years to help st ate an d local g overnm ent s res p on d t o t h e econom ic an d p u b l ic health i m p act s of C O V I D -1 9. U nd er t he l aw, eac h l ocal g overn m en t ag en cy n ati on w i d e recei ves an all ocat ion of A R PA fu nd s, b ased on a form u la. T he C ity’s share is $1 5.2 m illion .

O n O ctob er 1 1, 20 21 , th e C i ty C ou ncil ap p roved an A m eric an Rescue P lan A c t (A R PA ) I n vestm en t P lan , w hich in clud ed an allocation of $3 00 ,00 0 for p roject

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m an ag em ent/eng in eering con su lt ant servic es to assi st w it h com p leting A R PA fu n d ed p rojects, sp ecial p rojects, and p rojects in the C ity’s C I P B u d g et.

I S S U E S /A N A L Y S I S
O n J u n e 1 , 20 22 , t h e C it y p osted a req u est for p rop osal (R F P ) for P roject M anag em en t S ervices on th e C ity web site an d sent it to local firm s w ith p roject m anag em en t cap ab ilities.

Th e C it y recei ved seven p rop osals b y th e d ead l in e of J un e 2 0, 20 22 . T he p rop os als w ere review ed an d g rad ed b y a p an el of C ity staff. Th e p rop osal scores were t hen averag ed an d ran ked (see Ran kin g Results) and t h e t op t hree firm s w ere in terview ed b y t he E n g ineerin g M an ag er and P rin cip al E ng in eer to d eterm in e th e b est q ualified firm .

D ue t o u p com ing sc h ed u l e d ead lin es an d b ac klog of p rojec ts , staff i s recom m end in g t o ad d an ad d ition al m an ag em en t con tract . T h is w il l g ive t h e c it y th e availab ility t o g et m u ltip le p rojects u nd erway in a shorter tim e wh ich tran slates in to ad d itional p roject d eliveries w ithin th e sh ort er tim e fram e. S taff i s recom m end in g aw ard i n g a p rofes si on al servi ce ag reem en t (P S A ) for P rojec t M anag em en t S ervices to the top t w o ran ked firm s: I n terw est C on su ltin g G rou p (I nterwest) an d T K E E n g ineerin g , I N C (T K E ).

Th e t erm of t he ag reem en t will c om m en c e on O ct ob er 1 , 20 22 for a t otal con tract am oun t of $3 00 ,00 0 each for a two year t erm t o O ct ob er 1, 20 24 . I f it i s m ut ually ag reeab l e to the C on su ltant an d th e C ity, the term s of th e A g reem en t m ay b e exten d ed b y am end m en t for ad d ition al tim e and com p en sation , sh ould p rocessin g scop e and d ead lines b e extend ed .

F I S C A L I M P A C T S
O n O ctob er 1 1, 20 21 , the C ou ncil ap p rop riated $3 00 ,00 0 for P roject M anag em en t S ervices w ith A R PA fu n d s . A b u d g et ad ju st m en t for an ad d it ion al al loc ati on of $3 00 ,00 0 from A R PA F u nd in g (F u n d 22 9) G en eral F u nd S up p ort is b ein g req uested to cover t he cost of the ad d ition al P roject M anag em en t S ervices A g reem ent.

A L T E R N A T I V E S

1. Award a sin g le p rofession al services ag reem en t in the am oun t of $30 0,0 00 to I nterwest.

2. P rovid e staff d irection on an altern ative.

AT TAC HM E NT S :

Description
T K E Agreement
Interwest Agreement
Proposal Rankings

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1 CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT

This Agreement is made and entered into as of September 12, 2022 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 (“City”), and TKE Engineering, INC., a California CORPORATION, (Consultant) with its principal place of business at 2305 Chicago Avenue, Riverside, CA 92507 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following:

Project Management Services (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $150,000 for the period September 12, 2022 to September 12, 2023 (the “first year”) and $150,000 from September 12, 2023 to September 12, 2024. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

c. Consultant will submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant’s fees it shall

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2 give written notice to Consultant within 30 days of receipt of a notice of any disputed fees set forth on the invoice.

d. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed two hundred thousand dollars ($200,000) for the first year and two hundred thousand dollars ($200,000) per year for the remaining years. Any additional work in excess of this amount shall be approved by the City Council.

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

5. Term.

The term of this Agreement shall be from the date the contract is executed by all parties to September 12, 2024, unless earlier terminated as provided herein. The Parties may, by mutual written consent, extend the term of this Agreement for up to two terms of one year each.

Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”).

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.

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3 a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

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4 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.

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5 (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.

(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.

d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage

Automobile Liability $1,000,000 combined single limit

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6 Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)

(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City

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7 and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A: VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents, or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for subcontractors or subconsultants.

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

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

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). 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. Consultant shall defend, indemnify, and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

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

14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Reserved

16. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to, and become the property of the City.

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10 19. Organization
Consultant shall assign Steve Nix to serve as the Project Manager while, Terry Renner will serve as Principal-in-Charge and backup Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

21. Notice

Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

DISTRICT:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Manager
CONSULTANT:

TKE Engineering, INC.
2305 Chicago Avenue
Riverside, CA 92507
Attn: Terry Renner

and shall be effective upon receipt thereof.

22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

23. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age, or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

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11 25. Severability
The unenforceability, invalidity, or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

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

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

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

29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]

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12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

AND CONSULTANT

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

CITY OF UPLAND TKE Engineering, INC.

By: By:

Michael Blay
City Manager Its:

Printed Name:

ATTEST: And By:

By: Its:

Keri Johnson
City Clerk
Printed Name:

APPROVED AS TO FORM:

By:

Stephen Deitsch
City Attorney

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13 EXHIBIT A
Scope of Services

The consultant’s scope of work includes, but is not limited to, all items identified in the City’s Request for Proposal (RFP) dated June 2, 2022, and Consultant’s Proposal dated June 21, 2022 Project Management Services and shall include, but is not limited to, the following Tasks and Duties:
• Accurately understand the details of City, State and Federal contractual and funding processes.
• Develop an accurate scope of work outlining agency requirements and needs while ensuring strict adherence to code and funding compliance. • Accurately analyze vendor proposals for proper scope, experience, and budgetary items to ensure the city is getting best value. Assist in the selection of consultants to prepare master plans.
• Review and confirm time estimates and project costs based on city requirements and general practice.
• Coordinate between consultants and city to ensure city satisfaction and minimize public inconvenience. This includes contract management, scheduling weekly or biweekly meeting coordination, reporting of progress, field issues, after-hours work, progress updates, submittals, and change request management.
• Work with consultants to develop projected schedules that accurately reflect the required time for each milestone in the overall requirement.
• Ensure projects stay on-time and on-budget through oversight and quality control methods.
• Navigate city through complex technical, contractual, or regulatory issues. • Provide creative solutions to help lower costs or meet project objectives. • Provide documented inspections or field observations on all work being performed, supplies needed, or equipment used for the data collection. • Liaise with and provide advice to city staff and administration regarding the projects. • Provide regular reports and progress updates to the city as required • Present to and attend meetings of management and City Council and/or Committees as required
• Issue Request(s) for Proposals for all master plan contract work and conduct any tendering necessary to complete the projects in accordance with city’s policies, and with industry standards.
• Responsibility for management of master plan projects, including all matters related to health and safety and site security.
• Obtain required permits, certifications, inspections, etc. as required by applicable codes and laws.
• Set, manage and control costs and schedules to ensure that the project cost and schedule objectives outlined in the RFP bid are met.
• Prepare periodic project progress/status and cost reports for review • Oversee, schedule, and manage all consultants involved in each project • Manage deficiency correction, contract close-out, and the project wrap-up

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14 EXHIBIT B
Schedule of Charges/Payments

Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract based on the rate schedule below.

The billing rate for the Project Manager will be at $165/hr. Any support staff or additional personnel working on assigned projects will be billed at the rate shown in the attached schedule.

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1 CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT

This Agreement is made and entered into as of September 12, 2022 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 (“City”), and Interwest Consulting Group, a SAFEbuilt Company, (Consultant) with its principal place of business at 1500 South Haven Avenue, Ontario, CA 91761 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following:

Project Management Services (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

c. Consultant will submit invoices monthly for actual services performed.

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2 give written notice to Consultant within 30 days of receipt of a notice of any disputed fees set forth on the invoice.

3. Additional Work.

4. Maintenance of Records.

5. Term.

7. Compliance with Law.

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Upland City CouncilSeptember 12, 2022

Upland City Council
September 12, 2022