Agenda packet — Upland City Council, November 27, 2023 (part 2 of 2)

Revised: August 17, 20-rage 113 of 213

a) Collect from Subdivider the reasonable value of the work and improvements not so done and performed by Subdivider, to be measured by the anticipated costs and expenses of completing the same; or b) The City may complete said work and improvements not so completed by Subdivider and collect its costs and expenses in completing the same; or
c) The City may, as to some of such work and improvements, proceed under remedy (a) above, and as to the remainder, under remedy (b) above.

The City may change any election prior to trial of any lawsuit, and prior thereto no election of remedies shall be binding upon the City. In either event, there shall be included in said "costs and expenses," the reasonable overhead expenses of the City. In addition to the foregoing, Subdivider shall be liable to the City for reasonable attorneys' fees and court costs incurred by the City in enforcing the obligations of Subdivider under this Agreement.

7. All slope banks over three (3) feet in vertical height within said Tract Map shall be landscaped with landscaping approved by the City Engineer. Sprinklers shall be installed on all slopes over three (3) feet in vertical height along arterial streets and shall be of a type and according to a sprinkler plan approved by the City Engineer, with sprinkler turn-ons at the tops of the slopes, and connected with the remainder of the water systems of the lots of which such slopes are a part.

8. Subdivider shall, at its sole cost and expense, secure and furnish to the City, bonds in a form approved by the City, executed by a corporation authorized to transact surety business within the State of California, for the following amounts and purposes:
(a) A bond in the amount of $ 3,288,000.00 guaranteeing full performance of all the terms of this Agreement, see Performance Bond No. SU 1198758 and SU 1198759.
(b) A bond in the amount of $ 1,645,000.00 securing payment to the contractor, his subcontractor and to persons renting equipment or furnishing labor or materials to them with respect to said public improvements, see Labor and Materials Bond No. SU 1198758 and SU 1198759.
(c) A cash deposit in the amount of $ 56,700.00 securing the setting of monuments.

9. Acceptance of any work or improvements by the City shall not constitute an acknowledgment by the City that the same are properly done or performed, except as to any items or matters readily apparent from an inspection thereof. Except as to such matters so readily apparent, Subdivider shall repair any defects which occur in the work of improvements within a one (1) year period thereof following acceptance by the City.

10. As a condition precedent to the acceptance of the improvements hereunder as being complete and prior to the release of any bonds required under paragraph 8, hereof, securing the faithful performance of Subdivider's obligations hereunder, Subdivider shall give a bond with a corporate bonding company or similar instrument, satisfactory to the City in the amount of $ 822,000.00 as guarantee and warranty of the work for a one (1) year period following the completion and acceptance thereof against any defective work or labor done, or defective materials furnished.

11. Except as to the sole and exclusive negligence of City, its elected officials, officers agents and employees, Subdivider hereby agrees to indemnify, defend and

Page 2 of 4 ends

Revised: August 17, 20-rage 114 of 213

hold harmless, the City, its elected officials, officers, agents and employees from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, all civil claims, workers' compensation claims, costs, expenses or damages to property or injuries to or death of any person or persons, including attorneys fees and all other claims, whether groundless or not, arising out of or related to the acts, errors or omissions of Subdivider, its officers, agents, employees, consultants, subcontractors or other persons, companies or other entities using roadways/streets of the subdivision, performing labor, transporting and/or supplying material, designing, constructing or installing the improvements contemplated in this Subdivision Agreement. Where the Subdivider divides the project in phases and or allows construction vehicles or construction traffic use the same roadways/streets used by residents of the subdivision causing accidents, the Subdivider shall indemnify the City, its officers, its employees and its agents from any and all liability, claims, damages, or injuries to any person or property arising from the Subdivider's actions or actions of his employees, agents, and contractors.

12. The parties agree that the improvements to be undertaken and completed by the Subdivider, and estimated costs thereof, are those set forth in Exhibit A.

13. All notices to Subdivider may be sent to Century Communities of California LLC, 4695 MacArthur Court Suite 300, Newport Beach, CA 92260 or at such other address of which the City shall receive notice in writing specifically calling attention to this Agreement.

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

Century Communities of California LLC,
a Delaware Limited Liability Company
BY
BY
CITY OF UPLAND, a municipal Corporation
BY
Michael Blay, City Manager
ATTEST
Keri Johnson, City Clerk

Page 3 of 4 ends

Revised: August 17, 2012 115 of 213

Approved as to Form
BY
The City Attorney

Page 4 of 4 ends

Revised: August 17, 20-rage 116 of 213

Bond No. SU 1198758
Payment Bond (Labor and Materials)
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the CITY OF UPLAND , with its principal place of business at 460 N. Euclid Avenue, Upland, California 91786 (hereinafter designated as the "City"), by action taken or a resolution passed , 20 , has awarded to Century Communities of California, LLC. hereinafter designated as the "Principal," a contract for the work described as follows: Contract No. Rose Glen—Tract 20519(Private Improvement) (the "Project"); and WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated _ _, (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and Arch Insurance Company as Surety, are held and firmly bound unto the City in the penal sum of One Million Two Hundred Fifty Four Thousand and 00/100 DOLLARS, ($1,254.000.00) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys'fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

Page 117 of 213 ends

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or the City and original contractor or on the part of any Obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract, including but not limited to, the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 27th day of October. 2023.
(Corporate Seal) Century Communities of California. LLC Contractor/ Principal
By
-j i i n 17,yee ooe r
Title \j CA- �t'rs.11241)—
(Corporate Seal) Arch Insurance Company
Surety
By 1
] Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title Richard H. Mitchell. Attorney-in-Fact

Page 118 of 213 ends

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of Orange )
On October 30, 2023 before me, Devin Broderick, a Notary Public (insert name and title of the officer)
personally appeared Justin Brewer
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal. DEvi
Notary Public California
Orange County
478
Commission M 2393
My Comm.Expires Feb 9,2026
Signature (Seal)

Page 119 of 213 ends

00648
This Power of Attorney limits the acts of those named herein,and they have no authority to bind the Company except in the manner and to the extent herein stated.

Not valid for Note,Loan,Letter of Credit,Currency Rate,Interest Rate or Residential Value Guarantees.

POWER OF ATTORNEY
Know All Persons By These Presents:

That the Arch Insurance Company,a corporation organized and existing under the laws of the State of Missouri,having its principal administrative office in Jersey City, New Jersey(hereinafter referred to as the"Company")does hereby appoint:

Alisa B.Ferris,Anna Childress,Jeffrey M.Wilson,Mark W.Edwards II,R.E.Daniels,Richard H.Mitchell,Robert M.Verdin,Robert R.Freel,Shelby E.

Daniels and William M.Smith of Birmingham,AL(EACH)
its true and lawful Attorney(s)in-Fact,to make,execute,seal,and deliver from the date of issuance of this power for and on its behalf as surety,and as its act and deed:

Any and all bonds,undertakings,recognizances and other surety obligations,in the penal sum not exceeding One Hundred Fifty Million Dollars($150,000,000.00).

This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein.

The execution of such bonds,undertakings,recognizances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at its principal administrative office in Jersey City,New Jersey.

This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on August 31,2022,true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect:
"VOTED,That the Chairman of the Board,the President,or the Executive Vice President, or any Senior Vice President,of the Surety Business Division, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them subject to the limitations set forth in their respective powers of attorney,to execute on behalf of the Company,and attach the seal of the Company thereto,bonds,undertakings,recognizances and other surety obligations obligatory in the nature thereof,and any such officers of the Company may appoint agents for acceptance of process."
This Power of Attorney is signed,sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on August 31,2022:

STATE OF PENNSYLVANIA SS

COUNTY OF PHILADELPHIA SS
1,Michele Tripodi,a Notary Public,do hereby certify that Regan A.Shulman and Stephen C.Ruschak personally known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company,a Corporation organized and existing under the laws of the State of Missouri,subscribed to the foregoing instrument,appeared before me this day in person and severally acknowledged that they being(hereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth.

Camntmr t of POIttfitWritP lebtic SCa1
oY
NCtJEIE'PAA�DI.Notary
PitiltgleipV,,t County
is 2I. Mich e l •'podi,Notary i Otte
(Antuttitolntt Kober itafal My commission expires 07/31/2025

CERTIFICATION
I,Regan A.Shulman,Secretary of the Arch Insurance Company,do hereby certify that the attached Power of Attorney dated December 19,2022 on behalf of the person(s)as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate;and I do further certify that the said Stephen C.Ruschak,who executed the Power of Attorney as Executive Vice President,was on the date of execution of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company.

IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 2�thday of October 20 23 .

Re, A.Shulman,Secretary
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated.

PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS: G Arch Insurance—Surety Division
3 Parkway,Suite 1500 W tttALr:9t
Philadelphia,PA 19102 y
To verify the authenticity of this Power of Attorney,please contact Arcn Insurance Company at SuretyAuthentici archinsurance.com Please refer to the above named Attorney-in-Fact and the details of the band to which the power is attached.

AICPOA040120 Printed in U.S.A.

Page 120 of 213 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfullness, accuracy or validity of that document. •••••••••••••••••••♦••••••••••••••••••••••••••••••••••••••••••••••• State of Alabama
County of Jefferson
On October 27,2023 before me, Courtney Hitt Weiss, Notary Public Date frame RN]�la of notary
personally appeared- Richard H. Mitchell, Attorney-in-Fact Name and or Names of S ner(s)
Who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.

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

Witness my hand and officl I seal.
f `
Signature
lic Sid tutu Place Notary Ptbtic seat Above
My commission expires:Novernber 29, 26

OPTIONAL
Though the Information below is not required by law,it may prove valuable to the persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document
Description of Attached Document
Title or Type of Document
Document Date _ _ _ Number of Pages:

Signer's Name:
❑ Individual 0 Individual
❑ Corporate Officer—Title(s): 0 Corporate Officer—Title(s):___ ❑ Partner-❑Limited 0 General RIGHTTHUM1343f1NT ❑ Partner- ❑Limited ❑General RrraHTTHUMBPRINT © Guardian or Conservator OF
MINUS 0 Guardian or Conservator °F`;x;ra u
Top of
El Attorney-in-Fact Topof ❑Attorney-in-Fact mum ❑ Trustee ❑ Trustee
❑ Other: ❑ Other:

Signer is representing Signer is representing -
Arch Insurance
Company
any
o•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••

Page 121 of 213 ends

Bond No. SU 1198759
Payment Bond (Labor and Materials]
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the CITY OF UPLAND , with its principal place of business at 460 N. Euclid Avenue, Upland, California 91786 (hereinafter designated as the "City"), by action taken or a resolution passed _ , 20 , has awarded to Century Communities of California. LLC, hereinafter designated as the "Principal," a contract for the work described as follows: Contract No. Rose Glen—Tract 20519 (Public Improvements) (the "Project"); and WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated __ , (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE,we, the Principal and Arch Insurance Company as Surety, are held and firmly bound unto the City in the penal sum of Three Hundred Ninety One Thousand and 00/100 DOLLARS, ($391,000.00) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents.

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

Page 122 of 213 ends

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 27th day of October, 2023.
(Corporate Seal) Century Communities of California, LLC Contractor/ Principal
By
v sty h ��U�('�•°-
Title V+u-
(Corporate Seal) Arch Insurance Company
Surety
By Y1
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title Richard H. Mitchell, Attorney-in-Fact

Page 123 of 213 ends

State of California
County of Orange
On October 30, 2023 before me, Devin Broderick, a Notary Public (insert name and title of the officer)
personally appeared Justin Brewer
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal. :;:.C .F OEVIN BRODERICK Notary Public•California
Orange County
C®mmisslan 4 2393478
My Gomm,Expires Feb 9,2026
Signature [ (Seal)

Page 124 of 213 ends

00648
This Power of Attorney limits the acts of those named herein,and they have no authority to bind the Company except in the manner and to_the extent herein stated.

Not valid for Note,Loan,Letter of Credit,Currency Rate,Interest Rate or Residential Value Guarantees.

POWER OF ATTORNEY
Know All Persons By These Presents:

Alisa B.Ferris,Anna Childress,Jeffrey M.Wilson,Mark W.Edwards II,R.E.Daniels,Richard H.Mitchell,Robert M.Verdin,Robert R.Freel,Shelby E.

Any and all bonds,undertakings,recognizances and other surety obligations,in the penal sum not exceeding One Hundred FM+, Million Dollars(S150,000.000.00).

This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein.

This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on August 31,2022,true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect:
"VOTED,That the Chairman of the Board,the President,or the Executive Vice President, or any Senior Vice President,of the Surety Business Division, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them subject to the limitations set forth in their respective powers of attorney, to execute on behalf of the Company,and attach the seal of the Company thereto,bonds,undertakings,recognizances and other surety obligations obligatory in the nature thereof,and any such officers of the Company may appoint agents for acceptance of process."
This Power of Attorney is signed,sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on August 31,2022:

VOTED,That the signature of the Chairman of the Board, the President, or the Executive Vice President, or any Senior Vice President, of the Surety Business Division,or their appointees designated in writing and filed with the Secretary,and the signature of the Secretary,the seal of the Company,and certifications by the Secretary,may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on August 31,2022.and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company.In Testimony Whereof,the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers,this 195 day of December,2022. i‘,";iii."—alte421
Attested and Certified Arch Insurance Company 440
t�r ftr cttJR yE
Regan .Shulman,Secretary — Stephen C.Ruschak,Executive Vice President STATE OF PENNSYLVANIA SS ,t
COUNTY OF PHILADELPHIA SS Es's4(1P+
I,Michele Tripodi,a Notary Public,do hereby certify that Regan A.Shulman and Stephen C.Ruschak personally known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company,a Corporation organized and existing under the laws of the State of Missouri,subscribed to the foregoing instrument,appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth. _
Ciaininetrorettith Of POnstittanitt•tlC vySeld
Adt31EIg1I f0pt,p ry Public
Mich e 'podi,Notar4ublle
fityCentttlISIgNt Exp.ret s,'211t3COMtnitlInn t440er 118024 My commission expires 07/31/2025

CERTIFICATION
1,Regan A.Shulman,Secretary of the Arch Insurance Company,do hereby certify that the attached Power of Attorney dated December 19,2022 on behalf of the person(s)as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate;and I do further certify that the said Stephen C.Ruschak,who executed the Power of Attorney as Executive Vice President,was on the date of execution of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company.

IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 27thday of October 2023
Re!{r,fi A.Shulman,Secretary
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. , PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS: 340i, Arch Insurance—Surety Division 3 Parkway,Suite 1500 t a"'$Philadelphia,PA 19102V �_ kls34ilf ,
To verify the authenticity of this Power of Attorney,please contact Arch Insurance Company at [email protected] Please refer to the above named Attorney-in-Fact andrne details of the bond to which the power is attached.

AICPOA040120 Printed in U.S.A.

Page 125 of 213 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfullness,accuracy or validity of that document. /♦.......♦.•♦..♦♦.♦♦...♦.♦♦..♦.♦....♦.♦♦.....♦♦♦.♦.♦..♦♦.♦♦..♦....♦ State of Alabama
County of Jefferson
On October 27,2023 - before me, Courtney Hitt Weiss, Notary Public Dale }tame aid Tsio or.otery
personally appeared Richard H. Mitchell,Attorney-in-Fact Name arid or Names or Sfgner(s)
Who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Witness my hand and ial seal
Signature ..

Wry b{1c Signature PIa a Notary PiMic Seal Above My commission expires.Novernb '9,2026

OPTIONAL
Though the information below is not required by law,it may prove valuable to the persons relying on the document and could prevent fraudulent removal and reattachment of this forth to another document,
Description of Attached Document
Title or Type of Document _
Document Date Number of Pages;
Signer's Name:
❑ Individual ❑ Individual
❑ Corporate Officer—Title(s): 0 Corporate Officer—Title(s):
❑ Partner- ❑Limited 0 General !{rG11TTr1l1M6F PANT 0 Partner- ❑Limited 0 General FITQPITTiltrA ;PRINT ❑ Guardian or Conservator orSrttr;FR ❑ Guardian or Conservator or 3R:f F1 Top of plumb ' Tap of rhumo
® Attorney-in-Fact 0 Attorney-in-Fact
0 Trustee 0 Trustee
0 Other: ❑ Other:

Signer is representing Signer is representing
Arch Insurance
Company

Page 126 of 213 ends

Bond No. SU 1198758
Performance Bond
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the CITY OF UPLAND, with its principal place of business at 460 N. Euclid Avenue, Upland, California 91786 (hereinafter referred to as the "City") has awarded to Century Communities of California, LLC, (hereinafter referred to as the"Contractor") an agreement for Contract No. Rose Glen—Tract 20519(Private Improvement), (hereinafter referred to as the "Project").

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated , (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, Century Communities of California, LLC, the undersigned Contractor and Arch Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of Two Million Five Hundred Seven Thousand and 00/100 DOLLARS, ($2,507,000.00), said sum being not less than one hundred percent (100%)of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns,jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney's fees, incurred by the City in enforcing such obligation.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1)year after the acceptance of the work by the City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City's rights or the Contractor or Surety's

Page 127 of 213 ends

obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City's option:

Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City's objection to Contractor's further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Page 128 of 213 ends

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 27th day of October, 2023.
(Corporate Seal) Century Communities of California, LLC Contractor/ Principal
By ?uSlf1 wer
Title ALL- (r ,IvN►-
(Corporate Sea;) Arch Insurance Company
Surety
By -
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title Richard H. Mitchell. Attorney-in-Fact CA License No. 0H56218
The rate of premium on this bond is$3.50 per thousand. The total amount of premium charges is $8.775.00.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) Arch Insurance Company
Harborside 3, 210 Hudson Street, Suite 300
Jersey City.,, NJ 07311 - 1107
(Name and Address of Agent or Lourdes Landa
Representative for service of 130 Theory, Suite 200 process in California, if different Irvine, CA, 92617
from above)
(Telephone number of Surety (714) 941-2840
and Agent or Representative for
service of process in California)

Page 129 of 213 ends

State of California
County of Orange )
On October 30, 2023 before me, Devin Broderick, a Notary Public (insert name and title of the officer)
personally appeared Justin Brewer
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
,�DEVIN B�CK�
WITNESS my hand and official seal. ,:._ Notary Public-California i 'J Orange County
J` Commission#2393478
'` • My Comm,Expires Feb 9,2026
Signature (Seal)

Page 130 of 213 ends

00648
This Power of Attorney limits the acts of those named herein,and they have no authority to bind the Company except in the manner and to the extent herein stated.

Not valid for Note,Loan,Letter of Credit,Currency Rate,Interest Rate or Residential Value Guarantees.

POWER OF ATTORNEY
Know All Persons By These Presents:

Alisa B.Ferris,Anna Childress,Jeffrey M.Wilson,Mark W.Edwards II,R.E.Daniels,Richard H.Mitchell,Robert M.Verdin,Robert R.Freel,Shelby E.

Any and all bonds,undertakings,recognizances and other surety obligations,in the penal sum not exceeding One Hundred Fiftf Million Dollars($150.000,000.00).

This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein.

This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on August 31,2022,true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect:
"VOTED,That the Chairman of the Board,the President,or the Executive Vice President,or any Senior Vice President,of the Surety Business Division, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them subject to the limitations set forth in their respective powers of attorney,to execute on behalf of the Company,and attach the seal of the Company thereto,bonds,undertakings,recognizances and other surety obligations obligatory in the nature thereof,and any such officers of the Company may appoint agents for acceptance of process."
This Power of Attorney is signed,sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on August 31,2022:

STATE OF PENNSYLVANIA SS
COUNTY OF PHILADELPHIA SS �L�Sbu
I,Michele Tripodi,a Notary Public,do hereby certify that Regan A.Shulman and Stephen C.Ruschak personally known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company,a Corporation organized and existing under the laws of the State of Missouri,subscribed to the foregoing instrument,appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth.
tits Penasylieb•Nolsoitml
MORE VIM,Icasfy Public
Catiaty 4Mich e'1 'podi,NotariO.ublic
CcoMIseark eiJR+ty21a 75cattuntskin!Oda 1It3 My commission expires 07/31/2025

IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 2�thday of October 20 23
Reg(4 A.Shulman,Secretary
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. (iiiiiltee e
PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS: ea Arch Insurance—Surety Division bir
3 Parkway,Suite 1500 wrcrurus t€
Philadelphia,PA 19102 SEAL
1971
\._ Missouri
To verify the authenticity of this Power of Attorney,please contact Arch lnsurc nce Company at [email protected] Please refer to the above named Attorney-in-Fact and t',e details of the bond to which the power is attached.

AICPOA040120 Printed in U.S.A.

Page 131 of 213 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfullness,accuracy or validity of that document. ♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦ State of Alabama
County of Jefferson
On October 27,2023 before me, Courtney Hitt Weiss, Notary Public Date time and rain of 1totary
personally appeared _ Richard H. Mitchell,Attorney-in-Fact Name anti or Names 64 Signer(s)
Who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument,
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.

Witness my hand and offs seal.

Signature
is Quire Place Notary Public Seal Above
My commission expires:November29, 026

Description of Attached Document
Title or Type of Document
Document Date Number of Pages;
Signer's Name: —�
❑ Individual Q Individual
❑ Corporate Officer—Title(s): C] Corporate Officer—Title(s):
❑ Partner-0 Limited ❑General RIOHTTI1UMINf;INT ❑ Partner- 0 Limited❑General t'i9(;HTTf IlAlEWRtNT ❑ Guardian or Conservator OF SIONER 0 Guardian or Conservator xrNER lop or IMMO TV Of® Attorney-in-Fact 0 Attorney-in-Fact OW* ❑ Trustee ❑Trustee
❑ Other: ❑ Other:

Signer is representing Signer is representing
Arch Insurance
Comp any
♦e*e♦♦♦♦♦♦♦♦♦♦•♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦•••••••••••••••••♦v••••r•••♦••••s

Page 132 of 213 ends

Bond No. SU 1198759
Performance Bond
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the CITY OF UPLAND, with its principal place of business at 460 N. Euclid Avenue, Upland, California 91786 (hereinafter referred to as the "City") has awarded to Century Communities of California. LLC, (hereinafter referred to as the "Contractor")an agreement for Contract No. Rose Glen —Tract 20519(Public Improvements), (hereinafter referred to as the "Project").

NOW, THEREFORE, we, Century Communities of California, LLC, the undersigned Contractor and Arch Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of Seven Hundred Eighty One Thousand and 00/100 DOLLARS, ($781,000.00), said sum being not less than one hundred percent(100%)of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns,jointly and severally, firmly by these presents.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one(1) year after the acceptance of the work by the City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City's rights or the Contractor or Surety's

Page 133 of 213 ends

obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Page 134 of 213 ends

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 27th day of October, 2023.
(Corporate Seal) Century Communities of California, LLC Contractor/ Principal
By �---�
'.4°r isrew
Title i/'C.C- Cr 5r 1 c.r
(Corporate Seal) Arch Insurance Company
Surety
By
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title Richard H. Mitchell. Attorney-in-Fact CA License No. 0H56218
The rate of premium on this bond is $3.50 per thousand. The total amount of premium charges is $2,734.00.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) Arch Insurance Company
Harborside 3, 210 Hudson Street. Suite 300.

Jersey City, NJ 07311 - 1107
(Name and Address of Agent or Lourdes Landa
Representative for service of 130 Theory, Suite 200 process in California, if different Irvine, CA. 92617
from above)
(Telephone number of Surety (714) 941-2840
and Agent or Representative for
service of process in California)

Page 135 of 213 ends

ACKNOWLEDGMENT
r A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

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

WITNESS my hand and official seal. flDERODECK
, Notary Public•California
s:reb
-1 Orange County

1.:. ,...:.;_.c.My_Com:m'lx_pirels
Coission2393478
�jeb 9,202661 - -
Signature (7)1 (Seal)
rJ

Page 136 of 213 ends

00648
This Power of Attorney limits the acts of those named herein,and they have no authority to bind the Company except in the manner and to the extent herein stated.

Not valid for Note,Loan,Letter of Credit,Currency Rate,Interest Rate or Residential Value Guarantees.

POWER OF ATTORNEY
Know All Persons By These Presents:

Alisa B.Ferris,Anna Childress,Jeffrey M.Wilson,Mark W.Edwards II,R.E.Daniels,Richard H.Mitchell,Robert M.Verdin,Robert R.Freel,Shelby E.

Any and all bonds,undertakings,recognizances and other surety obligations,in the penal sum not exceeding One Hundred Fifty Million Dollars($150.000.000.00i.

This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein.

This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on August 3 I,2022,true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect:
"VOTED,That the Chairman of the Board,the President,or the Executive Vice President, or any Senior Vice President,of the Surety Business Division, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them subject to the limitations set forth in their respective powers of attorney,to execute on behalf of the Company,and attach the seal of the Company thereto,bonds,undertakings,recognizances and other surety obligations obligatory in the nature thereof,and any such officers of the Company may appoint agents for acceptance of process."
This Power of Attorney is signed,sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on August 31,2022:

Attested and Certified �F �'� Arch Insurance Company A
t 1 "' 4L)AC £ *CV
SEAL NJ,Ir '�,
A$ft
Regan .Shulman,Secretary Stephen C.Ruschak,Executive Vice President

STATE OF PENNSYLVANIA SS
COUNTY OF PHILADELPHIA SS UI so
I,Michele Tripodi,a Notary Public,do hereby certify that Regan A.Shulman and Stephen C.Ruschak personally known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company,a Corporation organized and existing under the laws of the State of Missouri,subscribed to the foregoing instrument,appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth.

Colttniattweribtt of try*eMIt t s 7 .'" L,.l'AdCtJEIE TWA,story pAt�@Ic Ptigulaiphh° Mich a •'podi,Notar ublic
My C lap'tes 1'21 5o0 Norrber 0615 2 My commission expires 07l31/2025

CERTIFICATION
I,Regan A.Shulman,Secretary of the Arch Insurance Company,do hereby certify that the attached Power of Attorney dated December 19.2022 on behalf of the person(s)as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate;and I do further certify that the said Stephen C.Ruschak,who executed the Power of Attorney as Executive Vice President,was on the date of execution of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company.

IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 27thday of October , Jf t
20 23 U ii'r'''.

Reiati A.Shulman,Secretary
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated.

PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS:

Arch Insurance—Surety Division t'S'4(4PC.LitrOkATA 3 Parkway,Suite 1500 Philadelphia,PA 19102 SFAS '"AL
Ntssavd
To verify the authenticity of this Power of Attorney,please contact Arzh Insurance Company at [email protected] Please refer to the above named Attorney-in-Fact and the details of the bond to which the power is attached.

AICPOA040120 Printed in U.S.A.

Page 137 of 213 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT Civil Code § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfullness, accuracy or validity of that document. •+••••••••••••+•••+•+••+•••+••••••++••++••++•••+•••••••••+••••••••• State of Alabama
County of Jefferson
On October 27,2023 before me, Courtney Hitt Weiss, Notary Public Date dame ann rue Of NOMry _.
personally appeared Richard H. Mitchell,Attorney-in-Fact Name and or Names of Signer(s)
Who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Witness my hand and officl I seal.

Signature (412.)416 commission eXplreS:November 29,2i: 49fc vre h'oiarY�vMFc Seal Abore

OPTIONAL
Though the information below is not required by law,it may prove valuable to the persons relying on the document end could prevent fraudulent removal and reattachment of this form to another document.

Description of Attached Document
Title or Type of Document
Document Date Number of Pages: --
Signer's Name:---
❑ individual 0 Individual
❑ Corporate Officer—Title(s): 0 Corporate Officer--Title(s):__-- ❑ Partner- ❑Limited ❑General REC./ITT}ii1MUYF.INT ❑ Partner- ❑Limited❑General RIGHTT41UMBPF;INT ❑ Guardian or Conservator r.W 14'INf Fi 0 Guardian or Conservator of sa.:NE; Top d thumb lop of thumb
® Attorney-in-Fact ❑Attorney-in-Fact
❑ Trustee 0 Trustee
❑ Other: 0 Other:

Signer is representing Signer is representing
Arch Insurance
Company
♦••++•••••••••••••+••••••••••••••••••••++••••••••+4+•••••••+•••••••

Page 138 of 213 ends

w, II , CITY OF UPLAND
I.,, oiti
•S� , .$r PUBLIC WORKS DEPARTMENT
' \ Y 1

ENGINEERING DIVISION
th . g COST ESTIMATE SUMMARY SHEET
Private Improvements

BOND AMOUNT CALCULATION
Developer: Century Communities
Project: Rose Glen-Tract 20519
Location: 1400 Arrow Highway
h -
item Description Estimated Cost
o IC 1
in Street Improvements $ 847,515.00 rw o > w eSewer Improvements $ 386,800.00 O a z ater Improvements $ 500,300.00
3 0 Drainage Improvements $ -
m o a Ix
,12 Traffic Improvements $ 1,400.00 o O. Miscellaneous $ 353,370.00
a z z Q,.
5 Q ;ub-total $ 2,089,385.00
l:0%Contingency $ 417,877.00
›.. rotal Bond Amount $ 2,507,262.00
m
im
� 4 -- Isl1k
. -> ,aithful Performance(10096) $ 2,507,000.00 w , ,abor and Materials(50%) $ 1,254,000.00 o I Q
inal Monuments $ 56,700.00
4'�ra op Cash Deposit required for monuments)
OWE f, '�r,,- �
lk i , z.., .„741.,11...,...4
Estimated By: Danielle Fregoso r' ��r C i �` RCE#: 65501 l� CIVIL 0�,�, ,
Date: 7/11/2023 l'`CALF.

Place RCE stamp and signature
Bond amounts will be calculated by the developer's engineer and checked by the Public Works Department.

Page 1 of 10 ends

Inspection fee deposits shall be paid prior to issuance of permit.

Page 2 of 10 ends

Estimate of Cost for
Private Street Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Street Items Quantity Unit Price Amount
Roadway Excavation _

1.Projects with Grading Plan area X 0.50' 771 CY $ 25.00 $ 19,275.00

2.Projects without Grading Plan road area and $ - (a)Excavate&Fill CY(c or f) $ 8.00 $ -
(b)Excavate&Export CY(c-f) $ 3.00 $ - PCC Curb and Gutter 6" 1207 LF $ 66.00 $ 79,662.00 PCC Curb and Gutter 8" _ LF $ 70.00 $ - Rock Curb and Gutter(6-sack mix for curb) LF $ 110.00 $ - PCC Sidewalk 6250 SF $ 10.00 $ 62,500.00
PCC Cross Gutter/Spandrel 1337 SF $ 16.00 $ 21,392.00 PCC Curb Only 6" 793 LF $ 53.00 $ 42,029.00 PCC Curb Only 8" LF $ 55.00 $ -
Rolled Curb 1370 IF $ 70.00 $ 95,900.00
PCC Pavement SF $ 16.00 $ -
Ribbon/Alley Gutter 469 LF $ 16.00 $ 7,504.00 Wheelchair Ramp(ADA Compliant) 6 EA $ 4,000.00 $ 24,000.00 Drive or Alley Approach 730 SF _$ 12.00 $ 8,760.00 Asphalt Concrete(144 lbs/ft3) 749 TON _$ 95.00 $ 71,155.00 AC Patch-Trench(Match Existing) SF $ 11.00 $ - Grind&AC Overlay @ 0.50 inch SF $ 4.00 $ - Aggregate Base CL II 771 CY $ 55.00 $ 42,405.00 AC Berm 112 _ LF $ 20.00 $ 2,240.00 Street Lights Underground+Trench(Standard Marbelite) 14_W EA $ 12,000.00 $ 168,000.00 Street Lights Underground+Trench(Decorative) EA $ 14,000.00 $ - Install Barricades LF $ 110.00 $ - Remove Barricades LF $ 10.00 $ -
Remove AC Pavement 440 SF _$ 3.00 $ 1,320.00 Remove PCC Curb 117 LF $ 10.00 $ 1,170.00 Adjust Sewer Manhole to grade 1 EA $ 900.00 $ 900.00 Adjust Water Valve to grade EA $ 300.00 $ - Sawcut - LF $ 2.00 $ -
Decorative Concrete - SF $ 35.00 $ -
Underwalk Drain EA $ 3,800.00 $
Parkway Trees 60 EA $ 350.00 $ 21,000.00 Parkway Landscape and Irrigation 28734 SF $ 4.50^$ 129,303.00 _
Install Chain Link Fence LF $ 50.00 $ - Irrigation Backflow Prevention Assembly(W/endosure) 1 $ - Relocate Power Pole EA $ 30,000.00 $ - PCC Enhanced Pavement 4906 SF $ 10.00 $ 49,000.00

Page 3 of 10 ends

Page 141 of 213 ends

Total for Street Improvements $ 847,515.00
By:Danielle Fregoso
Street Drawing Number(s):

Page 4 of 10 ends

Page 142 of 213 ends

Estimate of Cost for
Private Sewer Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Sewer Items Quantity Unit Price Amount
Sewer Manholes(48-inch Diameter) 16 EA $ 12,000.00 $ 192,000.00 Sewer Drop manholes(48-inch Diameter) EA $ 20,000.00 $ -_ Sewer Cleanouts 1 EA $ 3,000.00 $ 3,000.00 6-inch VCP Sewer Laterals LF $ 85.00 $ - 8-inch VCP Sewer Mainline LF $ 100.00 $ - 10-inch VCP Sewer LF $ 120.00 $ - 12-inch VCP Sewer LF $ 145.00 $ - Concrete Encasement 8-inch LF $ 80.00 $Concrete Encasement 10-inch LF $ 82.00 $ - Concrete Encasement 12-inch LF $ 85.00 $ - 8-inch CIP Mainline LF $ 150.00 $ - Adjust Cleanout to Grade EA $ 300.00 $ - Adjust Manhole to Grade EA $ 900.00 $ - Remove Manhole EA $ 2,500.00 $ -
Connect to Existing Manhole and Rechannel EA $ 4,000.00 $ - Backflow Device EA $ 2,500.00 $ -
8-inch x 4-inch Sewer Wye EA $ 600.00 $_ - Grease Interceptor(750 gal.min.) EA $ 9,000.00 $ - 8-inch PVC Sewer Mainline 1,643 LF $ 100.00 $ 164,300.00 4-inch PVC Sewer Lateral 55 EA $ 500.00 $ 27,500.00 Total for Sewer Improvements $ 386,800.00
By:Danielle Fregoso
Sewer Drawing Number(s):

Page 5 of 10 ends

Page 143 of 213 ends

Estimate of Cost for
Private Water Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Water Items Quantity Unit Price Amount
6-inch Water Main(CML&C) LF $ 120.00
6-inch Resilent Wedge Gate Valve EA $ 2,300.00 $ - S-inch Water Main(CML&C) LF $ 125.00 $ - 8-inch Resilent Wedge Gate Valve 22 EA $ 2,500.00 $ 55,000.00 6-inch Fire Hydrant Assembly 5 EA $_11,000.00 $ 55,000.00 12-inch Resilent Wedge Gate Valve EA $ 6,000.00 $ - Upgrade 4-inch Fire Hydrant Assembly to 6-inch EA _ $ 11,000.00 $ - Relocate 6-inch Fire Hydrant Assembly EA $ 11,000.00 $ - 2-inch Water Service EA $ 4,000.00 $ - 1 in-inch Water Service EA $ 3,500.00 $ - 1-inch Water Service 64 EA $ 2,500.00 $ 160,000.00 2-inch Air Vacuum Release Valve EA $ 7,000.00 $ - Blind Flange _ 5 EA $ 2,000.00 $ 10,000.00 Relocate Existing Water meter EA $ 1,000.00 $ - 6-inch Fire Service IF $ 120.00 $ - Backflow Device EA $ 3,500.00 $ -
8-inch Fire Service with Vault and Valve EA $ 12,000.00 $ - 6-inch Fire Service with Vault and Valve EA $ 8,000.00 $ - 4-inch Fire Service with Vault and Valve EA $ 6,500.00 $ - 4-inch Modified Blow-Off Assembly EA $ 6,500.00 $ - Blow Off Assembly EA $ 5,000.00-' $ - Recycled Water Line, Irrigation LF $ -
10-inch Water Main(PVC C-900) 255 IF $ 120.00 $ 30,600.00 8-inch Water Main(PVC C-900) 1857 IF $ 100.00 $ 185,700.00 18"Steel Casing 10 LF $ 400.00 $ 4,000.00 - + a
Total for Water Improvements[$ 500,300.00 I
By:Danielle Fregoso
Water Drawing Number(s):

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Estimate of Cost for
Private Storm Drain Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Storm Drain Items Quantity Unit Price Amount
18-inch RCP LF $ 215.00
24-inch RCP LF $ 225.00 $ -
30-inch RCP LF $ 240.00 $ -
36-inch RCP LF $ 270.00 $ -
42-inch RCP LF $ 300,00 $ -
48-inch RCP LF $ 450.00 $ -
54-inch RCP _ LF $ 480.00 $ -
60-inch RCP - IF $ 495.00 $ -
72-inch RCP EA $ 600.00 $ -
8-inch HDPE IF $ 45.00 $ -
12-inch HOPE LF $ 65.00 $ -
Standard Manhole EA $ 14,000.00 $ - Junction Structure(with manhole) EA $ 23,000.00 $ - Junction Structure(without manhole) LF $ 9,000.00 $ - 4'Wide Catch Basin and Local Depression EA $ 10,000.00 $ - - 7'Wide Catch Basin and Local Depression EA $ 12,000.00 $ - 10'Wide Catch Basin and Local Depression EA $ 15,000.00 $ - _
14'Wide Catch Basin and Local Depression EA $ 18,000.00 $ - 21'Wide Catch Basin and Local Depression EA $ 25,000.00 $ - Concrete Collar EA $ 2,000.00 $ -
Clean Out EA $ 3,000.00 $ -
Curb Inlet/Outlet EA $ 3,500.00 $ - Bio-Swale LF $ 10.00 $ -
12"x12"Box Inlet EA $ 1,500.00 $ - 18"x18"or 24"x24"Box Inlet EA $ 2,500.00 $ - Total for Storm Drain Improvements $ -
By:Danielle Fregoso
Storm Drain Drawing Number(s):

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Estimate of Cost for
Traffic Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Traffic Improvements Quantity Unit Price Amount 4"Painted Broken Stripes LF $ 2.00 $ - 4"Painted Double Solid Stripes LF $ 3.00 $ - 6"Painted Bike Lane Stripes LF $ 3.00 $ - Painted One-Way,No Passing LF $ 2.00 $ - Painted Two-Way,Left Turn Lane LF $ 3.00 $ - _
Painted Pavement Markings SF $ _ 3.00 $ - 8"Thermoplastic Channelizing Line LF $ 4.50 $ - 12"Thermoplastic Crosswalk&Limit Line LF $ 6.50 $ - Thermoplastic Pavement Markings SF $ 6.00_ $ - Street Name Sign&Post 4 EA �$ 350.00 $ 1,400.00 Stop Sign&Post EA $ 300.00 $ - Road Sign on existing pole/post(One Post) EA $ 200.00 $ - Road Sign on existing pole/post(Two Post) EA _$ 300.00 $ - Street Sign(Mast Arm Hanger Method) EA $ 800.00 $ - Remove Painted Stripes&Pavement Markings SF $ 3.00 $ - Remove Thermoplastic Stripes&Pavement Markings SF $ 5.00 $ - Traffic Signal&Lighting-New Installation LS $ 325,000.00 $ - Traffic Signal&Lighting-Modification LS $ 200,000.00 $ - Type E-6'Round Signal Loops EA $ 600.00 $ - Type D-6'Square Loops with bike detection zone EA $ 800.00 _$ - Install Pull Box(#5) EA $ 1,500.00 $ - Install Pull Box(#6) EA $ 1,700.00 $ - Install Pull Box(#6E) EA $ 1,800.00 $ - 2"Conduit _ LF $ 36.00 $ -
3"Conduit LF $ 45.00 $ -
3"PVC Conduit(for Fiber Optic Cable only) LF $ 45.00 $ - 24 Single Mode Fiber Optic Cable LF $ 7.00 $ - 12 Pair Interconnect Cable - _ LF $ 8.00 _$ - Bike Loops EA $ 600.00 $ -
Video Detection Camera&Processor EA $ 5,500.00 $ - Traffic Signal Cabinet(Caltrans 332) EA $ 25,000.00 $ - Total for Traffic Improvements $ 1,400.00

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By:Danielle Fregoso
Drawing Number(s):

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Estimate of Cost for
Private Miscellaneous Improvements and Final Monuments
Developer: Century Commnuities _
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Miscellaneous Items Quantity I Unit Price Amount Grading 1 EA $ 353,370.00 $ 353,370.00 $ _
$
$
$
$
$
$
$
$$
Total for Miscellaneous Improvements $ 353,370.00
By:

Miscellaneous Drawing Number(s):
•
Miscellaneous Final Monuments _ Quantity Unit Price Amount Monumentation per lot(refundable) 81 EA $ 700.00 $ 56,700.00 Lots 1-64 and Lots A-Q $ _
$
_
$ -
$
$
$ - _
_$Total for Final Monuments $ 56,700.00
By:Danielle Fregoso
Final Map Number:20519

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0F,,•' CITY OF UPLAND
R'� � 8 PUBLIC WORKS DEPARTMENT

4.'' ENGINEERING DIVISION
,r„
�4"4 o�� +► COST ESTIMATE SUMMARY SHEET
Public Improvements

BOND AMOUNT CALCULATION
Developer: Century Communities
Project: Rose Glen-Tract 20519
Location: 1400 Arrow Highway
ii
Item Description Estimated Cost
z rn
°4 — � W Street Improvements
N 1— o --1 p $ 85,365.50
o z o �' c Sewer Improvements _$ 152,995.00 p n o N Water Improvements $ 79,200.00 o p 0 Drainage Improvements $ 331,425.00 J DI
w z Traffic Improvements $ 1,620.00 0 0 0. Miscellaneous $ -
a z z a
a Sub-total $ 650,605.50
~ 20%Contingency g y $ 130,121.10 > Total Bond Amount $ 780,726.60
G
11 —47 zr Faithful Performance(100%) $ 781,000.00 :lc,tii .. ce I Labor and Materials(50%) $ 391,000.00 D.
0 - y Final Monuments $ -
Y'Cpj '� Gr (Cash Deposit required for monuments)
'it" ill`` ',V.

Estimated By: Danielle Fre oso
Y g ` a *1111
RCE#: 65501 �� .''r Clyt. ��/
Date: 7/11/2023 'rf. OQ'�
Place RCE s •- . • signature
Bond amounts will be calculated by the developer's engineer and checked by the Public Works Department.

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V:04/171 °y of 213

Inspection fee deposits shall be paid prior to issuance of permit.

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Estimate of Cost for
Public Street Improvements
Developer:

Project: - - - - - - --- -
Location:

Street Items Quantity Unit Price Amount
Roadway Excavation

1.Projects with Grading Plan area X 0.50' CY $ 25.00 $ -

2.Projects without Grading Plan road area and $ - (a)Excavate&Fill _ CY(c or f) $ 8.00 $ - (b)Excavate&Export CY(c-f) $ 3.00 $ - PCC Curb and Gutter 6" - 91 LF $ 66.00 $ 6,006.00 PCC Curb and Gutter 8" 36 LF $ 70.00 $ 2,520.00 Rock Curb and Gutter(6-sack mix for curb) LF $ 110.00 $ - PCC Sidewalk 325, SF $ 10.00 $ 3,250.00 PCC Cross Gutter/Spandrel SF $ 16.00 $ -
_
PCC Curb Only 6" LF $ 53.00 $ -
_
PCC Curb Only 8" _ LF $ 55.00 $ -
Rolled Curb LF $ 70.00 $ -
PCC Pavement SF $ 16.00 $ -
Ribbon/Alley Gutter LF $ 16.00 $ -
Wheelchair Ramp(ADA Compliant) 2 EA $ 4,000.00 $ 8,000.00 Drive or Alley Approach 398 SF $ 12.00 $ 4,776.00 Asphalt Concrete(144 Ibs/ft3) TON $ 95.00 $ - AC Patch-Trench(Match Existing) SF $ 11.00 $ - Grind&AC Overlay @ 0.50 inch 9904 SF $ 4.00 $ 39,616.00 Aggregate Base CL II CY $ 55.00 $ -
AC Berm LF $ 20.00 $ -
Street Lights Underground+Trench(Standard Marbente) EA $ 12,000.00 $ - Street Lights Underground+Trench(Decorative) EA $ 14,000.00 $ - install Barricades IF $ 110.00 $ - _ Remove Barricades LF $ 10.00 $ -
Remove AC Pavement 841 SF $ 3.00 $ 2,523.00 Remove PCC Curb 127 LF $ 10.00 $ 1,270.00 Adjust Sewer Manhole to grade EA $ 900.00 $ - Adjust Water Valve to grade 7 EA $ 300.00 $ _2,100.00 Sawcut IF $ 2.00 $ -
Decorative Concrete SF $ 35.00 $ -
Underwalk Drain EA $ 3,800.00 $ -
Parkway Trees 9 EA $ 350.00 $ 3,150.00 Parkway Landscape and Irrigation 2701 SF $ 4.50 $ 12,154.50 Install Chain Link Fence LF $ 50.00 $ - Irrigation Backflow Prevention Assembly(w/enclosure) $ - Relocate Power Pole EA $ 30,000.00 $ -

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Total for Street Improvements! $ 85,365.50 I
By:Danielle Fregoso
Street Drawing Number(s):

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Estimate of Cost for
Public Sewer Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Sewer Items Quantity Unit Price Amount _ Sewer Manholes(48-inch Diameter) 2 EA $ 12,000.00 $ 24,000.00 Sewer Drop manholes(48-inch Diameter) EA $ 20,000.00 $ Sewer Cleanouts 10 EA - $ 3,000.00 $ 30,000.00- 6-inch VCP Sewer Laterals 107 LF - $ 85.00 $ 9,095.00 8-inch VCP Sewer Mainline 386 LF $ 100.00 $ 38,600.00_ 10-inch VCP Sewer LF $ 120.00 $ _ - 12-inch VCP Sewer _ LF $ 145.00- $ - Concrete Encasement 8-inch LF $ 80.00 $ - + Concrete Encasement 10-inch LF $ 82.00 $ - Concrete Encasement 12-inch LF $ 85.00 $ - 8-inch CIP Mainline LF $ 150.00 $ - Adjust Cleanout to Grade EA $ 300.00 $ Adjust Manhole to Grade EA $ 900.00 $ - Remove Manhole EA $ 2,500.00 $ -
Connect to Existing Manhole and Rechannel 2 EA $ 4,000.00 $ 8,000.00 Backflow Device 9 EA $ 2,500.00 $ 22,500.00 8-inch x 4-inch Sewer Wye 9 EA $ 600.00 $ 5,400.00 Grease Interceptor(750 gal.min.) EA $ 9,000.00 $ - Remove existing VCP sewer main. 308 LF $ 50.00 $ 15,400.00 I-
Total for Sewer Improvements $ 152,995.00
By:Danielle Fregoso
Sewer Drawing Number(s):

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Estimate of Cost for
Public Water Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Water Items Quantity Unit Price Amount
6-inch Water Main(CML&C) 40 LF $ 120.00 6-inch Resilent Wedge Gate Valve EA $ 2,300.00 $ - _ 8-inch Water Main(CML&C) 250 LF $ 125.00 $ 31,250.00 8-inch Resilent Wedge Gate Valve 2 EA $ 2,500.00 $ 5,000.00 6-inch Fire Hydrant Assembly EA $ 11,000.00 $ - _ 12-inch Resilent Wedge Gate Valve 2 EA $ 6,000.00 $ 12,000.00 Upgrade 4-inch Fire Hydrant Assembly to 6-inch EA $ 11,000.00 $ - Relocate 6-inch Fire Hydrant Assembly EA $ 11,000.00 $ - 2-inch Water Service EA $ 4,000.00 $ - 1 1/2-inch Water Service EA $ 3,500.00 $ - 1-inch Water Service EA $ 2,500.00 $ - 2-inch Air Vacuum Release Valve _ EA $ 7,000.00 $ - Blind Flange 1 EA $ 2,000.00 $ 2,000.00 Relocate Existing Water meter EA $ 1,000.00 $ - 6-inch Fire Service IF $ 120.00 $ - Backflow Device 2' EA $ 3,500.00 $ 7,000.00 8-inch Fire Service with Vault and Valve EA $ 12,000.00 $ - 6-inch Fire Service with Vault and Valve EA $ 8,000.00 $ - 4-inch Fire Service with Vault and Valve EA $ 6,500.00 $ - 4-inch Modified Blow-Off Assembly EA $ 6,500.00_ $ - Blow Off Assembly EA $ 5,000.00 $ - Recycled Water Line, Irrigation LF r $ -
12-inch Water Main(CML&C) 53, LF $ 150.00 $ 7,950.00 12-inch Water Main POC 2 EA $ 2,000.00 $ 4,000.00 Water Meter 2 EA $ 5,000.00 $ 10,000.00 Total for Water Improvements $ 79,200.00
By:Danielle Fregoso
Water Drawing Number(s):

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Estimate of Cost for
Public Storm Drain Improvements
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Storm Drain Items Quantity Unit Price Amount
18-inch RCP LF $ 215.00
24-inch RCP 1113 LF $ 225.00 $ 250,425.00 30-inch RCP LF $ 240.00 $ -
36-inch RCP LF $ 270.00 $
42-inch RCP LF $ 300.00 $ -
48-inch RCP LF $ 450.00 $ -
54-inch RCP LF $ 480.00 $ -
60-inch RCP LF $ 495.00 $ -
72-inch RCP EA $ 600.00 $ -
8-inch HDPE LF $ 45.00 $ -
12-inch HDPE LF $ 65.00 $ -
Standard Manhole 4 EA $ 14,000.00 $ 56,000.00 Junction Structure(with manhole) 1 EA $ 23,000.00 $ 23,000.00 Junction Structure(without manhole) LF $ 9,000.00 $ - 4'Wide Catch Basin and Local Depression EA $ 10,000.00 $ - 7'Wide Catch Basin and Local Depression EA $ 12,000.00 $ - 10'Wide Catch Basin and Local Depression EA $ 15,000.00 $ - 14'Wide Catch Basin and Local Depression EA $ 18,000.00_$ - 21'Wide Catch Basin and Local Depression EA $ 25,000.00 $ - Concrete Collar 1 EA $ 2,000.00 $ 2,000.00 Clean Out EA $ 3,000.00 $ -
Curb Inlet/Outlet EA $ 3,500.00 $ - Bio-Swale IF $ 10.00 $ -
12"x12"Box Inlet EA $ 1,500.00 $ - 18"x18"or 24"x24"Box Inlet EA $ 2,500.00 $ - 1 Total for Storm Drain Improvements $ 331,425.00
By:Danielle Fregoso
Storm Drain Drawing Number(s):

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Estimate of Cost for
Traffic Improvements
Developer: Century Commnuities _
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Traffic Improvements Quantity Unit Price Amount 4"Painted Broken Stripes 368 LF $ 2.00 $ 736.00 4"Painted Double Solid Stripes LF $ 3.00 $ - 6"Painted Bike Lane Stripes LF $ 3.00 $ - Painted One-Way,No Passing LF $ 2.00 $ - _ Painted Two-Way,Left Turn Lane LF $ 3.00 $ - Painted Pavement Markings SF $ 3.00 $ - _ 8"Thermoplastic Channelizing Line LF $ 4.50 $ - 12"Thermoplastic Crosswalk&Limit Line 36 LF $ 6.50 $ 234.00 Thermoplastic Pavement Markings SF $ 6.00_ $ - Street Name Sign&Post 1 EA $ 350.00 $ 350.00 -Stop Sign&Post 1 EA $ 300.00 $ 300.00_, Road Sign on existing pole/post(One Post) EA $ 200.00 $ - Road Sign on existing pole/post(Two Post) EA $ 300.00-1 $ - Street Sign(Mast Arm Hanger Method) - EA $ 800.00 $ - Remove Painted Stripes&Pavement Markings SF $ 3.00 $ - _
Remove Thermoplastic Stripes&Pavement Markings - SF $ 5.00 $ - Traffic Signal&Lighting-New Installation LS $ 325,000.00 $ - Traffic Signal&Lighting-Modification _ LS $ 200,000.00 $ - Type E-6'Round Signal Loops EA $ 600.00 $ - Type D-6'Square Loops with bike detection zone EA $ 800.00 $ - Install Pull Box(#5) EA $ 1,500.00 $ - Install Pull Box(#6) EA $ 1,700.00 $ - Install Pull Box(#6E) EA $ 1,800.00 $ - 2"Conduit LF $ 36.00 $ -
3"Conduit LF $ 45.00 $ -
3"PVC Conduit(for Fiber Optic Cable only) LF $ 45.00 $ - 24 Single Mode Fiber Optic Cable LF $ 7.00 $ - 12 Pair Interconnect Cable LF $ 8.00 $ - _
Bike Loops EA $ 600.00 $ -
Video Detection Camera&Processor EA $ 5,500.00 $ - Traffic Signal Cabinet(Caltrans 332) EA $ 25,000.00 $ - Total for Traffic Improvements $ 1,620.00

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By: Danielle Fregoso
Drawing Number(s):

Page 9 of 10 ends

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Estimate of Cost for
Public Miscellaneous Improvements and Final Monuments
Developer: Century Commnuities
Project: Rose Geln-Tract 20519
Location: 1400 Arrow Highwway
Miscellaneous Items Quantity Unit Price Amount _ $
$
$
$
$
_ $ -
_ $
$
$
$
$
_$Total for Miscellaneous Improvements $ -
By:

Miscellaneous Drawing Number(s):

Miscellaneous Final Monuments Quantity Unit Price Amount Monumentation per lot(refundable) EA $ 700.00 $ $
$ -
$
$
$
$
$
.$Total for Final Monuments $
By:

Final Map Number:

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trpl" CITY FUPLAND
"The City of Gracious Living"
Stafif(krctill
C�tIFOB�S
DATE: November 27,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

LONDA BOCK-HELMS,CPA,FINANCE OFFICER
SUBJECT: TREASURER'S REPORT OCTOBER 2023
RECOMMENDED ACTION:

It is recommended that the City Council receive and file the October 2023 Treasurer's Report.

GOAL STATEMENT
The proposed action supports the City's goal to manage the City's resources in a fiscally responsible manner.

BACKGROUND
Per California Government Code Section 53646(b),the City's treasurer or chief fiscal officer may render a treasurer's report to the City Council on a quarterly basis. The City has elected to provide this report to City Council monthly, but the City of Upland's Investment Policy(Approved September 25,2023)requires the Investment Officer to provide a report quarterly to the Finance Committee at regularly scheduled meetings. This report shall include the type of investment, issuer, date of maturity,par, and dollar amount invested on all securities, current market value as of the date of the report, investments and monies held by the local agency, and shall additionally include a description of any of the local agency's funds, investments, or programs, that are under the management of contracted parties, including lending programs. The report shall include a statement of compliance with the investment policy and shall include a statement noting the City's ability to meet its expenditure requirements for the next six months.

ISSUES AND ANALYSIS
The submission of the monthly Treasurer's Report is a compliance measure.

ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA). Section 15378 of the CEQA Guidelines defines a project subject to CEQA. The proposed action is not included within the definition of a"project" and thus is exempt.

FISCAL IMPACTS
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 159 of 213 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority For Period Ended
October 31,2023
Investment Portfolio Cost Par Value Market Value %of Portfolio State Local Agency Investment Fund 1,124,336 1,124,336 1,115,944 0.9% California Asset Management Plan 30,655,126 30,655,126 30,655,126 25.8% Negotiable Certificates of Deposit 25,865,517 25,839,000 24,947,630 21.0% Money Market Fund 373,395 373,395 373,395 0.3% Municipal Bonds 1,555,370 1,605,000 1,497,169 1.3% Government Agency Securities 62,432,444 62,470,000 58,443,604 49.3% Corporate Bonds - - - 0.0%
US Treasury 1,697,325 1,750,000 1,576,070 1.3% Total Investments $ 123,703,513 I$ 123,816,857 $ 118,608,939 100.0% Weighted Average Days to Maturity 559.72
Blended Yield: 3.02%
Cash Cost Market Value
Bank Accounts and Change Funds 4,719,830 4,719,830
Total Cash $ 4,719,830 $ 4,719,830
Total Cash and Investments $ 128,423,343 $ 123,328,768 PARS Investment Portfolio Cost Market Value
115 Trust-OPEB Investment 1,502,000 1,722,469 115 Trust-Pension Investment 4,412,148 4,432,144 Total Restricted Funds Held in Trust $ 5,914,148 $ 6,154,613 Benchmarks:

LAIF 3.67%
CAMP 5.56%
2yr U.S.Treasury 4.95%
5yr U.S.Treasury 4.67%
Restricted Funds with Fiscal Agent Book Value _ Market Value_ Water System Lease Revenue Refunding Bonds 2021 25 25 Water Revenue Bonds 2022 15,501,173 15,501,173 Successor Agency TAN 2013/TAN 2016-Merged Project 10 10 Colonies CFD Area#1 2012 - _
Colonies CFD Area#1 2022 585,588 585,588
Colonies CFD Area#2 2015 1,526,956 1,526,956 Upland 54 CFD 2004 166,187 166,187
Sycamore Hills CFD 2015-1 737,756 737,756
Sycamore Hills CFD 2015-1-2 765,830 765,830 Harvest at Upland CFD 2016-1 Area#1 _ 574,056 574,056 Harvest at Upland CFD 2016-1 Area#2 2,289,318 2,289,318 Enclave at Upland CFD 2022-1 4,007,837 4,007,837 Total Restricted Funds $ 26,154,735 $ 26,154,735

1. I hereby certify that the investments are in compliance with the investment policy adopted by the City Council in September 2023.

2. The City has the ability to meet its budgeted expenditures for the next six months.

3. The market values for funds held in banking institutions do not change. The amounts listed as market values for these items are the same as their book values.

4. The book value for the State Pool is the withdrawal value provided by the State Treasurer.The market value of funds held by the State Treasurer equates to the City's pro-rata share of the market value of the entire State Pool.

5. Sources for current market valuation are Account Statements and the Wall Street Journal GNMA Mortgage rates on the last trading day of the month.

6. This report meets the req 'rements of G vernment Code Section 53646.

Assistant City Manager(Finance Director) Date
City Treasurer Date ga dlt§adr trc> n

Page 1 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority State Local Agency Investment Fund
For Period Ended
October 31, 2023
Account
Fund or Account Balance
City 98-36-942 1,124,336
Market
Value
Totals $ 1,124,336 $ 1,115,944
Yield for Period Ended 10/31/2023 3.67%
Preparft§0E)eleofQ11,131

Page 2 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority California Asset Management Plan
For Period Ended
October 31, 2023
Account
Fund or Account Balance
City of Upland 6113-001 30,655,126
Market
Value
Totals $ 30,655,126 $ 30,655,126
Yield for Period Ended 10/31/2023 5.56%
Prepares§p 0812eotQl9&

Page 3 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
October 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Negotiable Certificates of Deposit
Bank Princeton CD 064520BB4 250,000 250,000 247,993 0.40% 12/29/2023 Raymond James Bank CD 75472RAT8 250,000 250,000 248,575 1.81% 12/29/2023 Financial Partners CU CD 31762FAB5 248,000 248,000 247,658 4.91% 02/09/2024 Local Government FCU CD 53955LAB3 225,000 225,000 224,678 4.91% 02/12/2024 Luana Savings Bank CD 549104RT6 250,000 250,000 246,313 0.30% 02/14/2024 Bank Hapoalim CD 06251AW48 246,233 235,000 232,603 2.93% 03/25/2024 Celtic Bank CD 15118RUQ8 250,000 250,000 245,635 1.27% 04/02/2024 UBS Bank USA CD 90348JJQ4 260,650 250,000 247,325 2.93% 04/03/2024 American First CU CD 02616ABZ1 248,000 248,000 247,464 5.01% 04/26/2024 Morgan Stanley Private Bank CD 61760AZR3 250,000 250,000 246,593 2.79% 05/02/2024 Evergreen Bank Group CD 300185KL8 250,000 250,000 242,530 0.26% 05/28/2024 Western CD 95763PN00 237,000 237,000 236,554 5.36% 06/05/2024 Jovia Financial FCU CD 48115LAE4 242,900 249,000 245,021 2.90% 06/07/2024 CIBC Bank USA CD 12547CBP2 237,000 237,000 236,377 5.26% 06/13/2024 Mountain Pac Bk CD 62424PAC6 237,000 237,000 236,088 5.22% 07/19/2024 Wells Fargo Bk CD 949764D50 237,000 237,000 236,218 5.32% 07/24/2024 Blupeak CU CD 09644EAB8 150,000 150,000 149,981 5.65% 07/25/2024 Bank Hope CD 062683HV2 243,000 243,000 241,919 5.12% 08/12/2024 First Farmers Bank&Trust CD 320165JK0 246,682 235,000 227,410 1.81% 09/04/2024 The Bank of the Valley CD 06543PCN3 250,000 250,000 238,115 0.37% 09/30/2024 Pentagon FCU CD 70962LAJ1 250,000 250,000 239,403 0.52% 09/30/2024 Fifth Third Bank CD 316777YV7 236,000 236,000 235,384 5.51% 10/17/2024 Pacific Western Bank CD 69506YYX1 243,000 243,000 241,668 5.18% 11/12/2024 Magnolia Bank Inc CD 559582AP6 250,000 250,000 236,163 0.37% 11/25/2024 InFirst FCU CD 45673RAA9 236,675 249,000 239,023 1.93% 11/27/2024 State Bank of India CD 856285RS2 252,625 250,000 240,563 2.13% 11/27/2024 Manufacturers Traders Trust Co CD 564759RJ9 244,000 244,000 241,926 4.94% 12/09/2024 WebBank Salt CD 947547NT8 248,000 248,000 235,040 1.06% 12/30/2024 Arsenal CU CD 04288LAA6 248,000 248,000 246,274 5.14% 01/25/2025 Spokane Teachers CD 849061AC0 248,000 248,000 247,849 5.65% 01/28/2025 Enerbank USA CD 29278TMR8 250,000 250,000 238,313 1.89% 01/29/2025 Merrick Bank CD 59013KFH4 250,000 250,000 238,150 1.84% 01/31/2025 General Electric CU CD 369674CJ3 250,000 250,000 247,808 5.04% 02/14/2025 Insight CU CD 45791JAC0 250,000 250,000 248,108 5.14% 02/27/2025 Poppy Bank CD 73319FAF6 235,893 229,000 215,068 1.17% 03/18/2025 Medallion Bank CD 58404DGK1 250,000 250,000 235,330 1.38% 03/27/2025 Industrial Commercial Bank China CD 45581ECJ8 250,000 250,000 232,373 0.48% 03/31/2025 Partners Bank of California CD 70212YAZ5 250,000 250,000 234,150 1.07% 04/02/2025 1st Security Bank of Washington CD 33625CDR7 250,000 250,000 231,193 0.32% 04/16/2025 Third Federal Savings&Loan CD 88413QDE5 250,000 250,000 231,998 0.86% 05/23/2025 Liberty FED CD 53052LAU3 248,000 248,000 245,798 5.15% 06/09/2025 Southeast Bank CD 84133PFC7 250,000 250,000 229,940 0.49% 06/17/2025 Connexus CU CD 20825WBR0 250,000 250,000 247,965 5.19% 06/23/2025 Tandem Bank CD 87537YAB0 250,000 250,000 230,600 0.60% 06/23/2025 Meritrust FCU MTN CD 59001PARO 225,000 225,000 216,194 3.33% 06/30/2025 New York Community Bank CD 649447UY3 250,000 250,000 229,693 0.54% 07/01/2025 Technology CU CD 87868YAH6 248,000 248,000 245,674 5.15% 07/21/2025 Ideal CU CD 45157PAY6 125,000 125,000 121,405 4.12% 08/29/2025 Live Oak Banking Company CD 538036NV2 250,000 250,000 227,305 0.60% 09/16/2025 PrriAN b drY4n4§n

Page 4 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
October 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date BMW Bank North America CD 05580AXF6 250,000 250,000 227,018 0.55% 09/25/2025 California CD 130162BB5 250,000 250,000 249,985 5.65% 10/27/2025 JPMorgan Chase Bank CD 48128URC5 250,000 250,000 225,705 0.55% 11/10/2025 Greenstate CU CD 39573LCC0 250,000 250,000 227,035 0.99% 11/24/2025 Chartway FCU CD 16141BAD3 248,000 248,000 245,294 5.11% 12/16/2025 Alabama CU CD 01025RAF6 250,000 250,000 247,295 5.11% 12/22/2025 Ally Bank Utah 02007GH22 250,000 250,000 245,250 4.74% 12/22/2025 First Carolina Bank CD 31944MBJ3 250,000 250,000 224,360 0.56% 12/23/2025 Communitywide FCU CD 20416TAX0 250,000 250,000 245,555 4.79% 01/06/2026 Popular Bank CD 73317ABL5 250,000 250,000 242,520 4.23% 01/08/2026 City National Bank CD 178180GU3 250,000 250,000 243,818 4.46% 01/12/2026 Federal Home Ln MTG 3134GYEK4 1,250,000 1,250,000 1,235,013 5.21% 01/27/2026 USAlliance FCU CD 90352RCD5 100,000 100,000 91,709 1.47% 01/28/2026 Burke Herbert Finanical Services CD 121331AT9 249,000 249,000 244,911 4.83% 02/13/2026 A+FCU CD 00224TAN6 250,000 250,000 245,660 4.78% 02/17/2026 Freedom Bk of Virginai CD 35633MCT7 250,000 250,000 246,003 4.88% 02/17/2026 Connex CU CD 208212BD1 250,000 250,000 249,593 5.41% 03/18/2026 Union Bank CD 90520VAX1 250,000 250,000 222,848 0.67% 03/19/2026 Vibrant CU CD 92559TAL2 248,000 248,000 247,355 5.36% 03/20/2026 Clearpath FCU CD 18507MAB7 250,000 250,000 248,175 5.14% 04/27/2026 American Equity Bank CD 02568KAJ4 250,000 250,000 221,958 0.79% 05/27/2026 Global FCU CD 37892MAM6 248,000 248,000 245,860 5.04% 06/16/2026 Dort FCU CD 25844MBC1 250,000 250,000 247,570 4.85% 06/22/2026 Solarity CU CD 83418NAG6 248,000 248,000 246,207 5.09% 06/23/2026 Toyota Financial Savings Bank CD 89235MLE9 249,860 248,000 220,757 1.07% 07/29/2026 Gesa CU CD 37424PAH7 250,000 250,000 249,760 5.26% 07/31/2026 Continental Bank CD 211163MG2 250,000 250,000 219,820 0.68% 08/24/2026 FirstBank of Nebraska CD 32116PAR9 248,000 248,000 217,769 0.68% 08/27/2026 NBC Bancorp Inc CD 633398AA0 248,000 248,000 245,500 4.90% 09/14/2026 Red Crown Fed CD 756558AB8 200,000 200,000 201,120 5.37% 10/13/2026 Empower FCU CD 291916AE4 250,000 250,000 251,900 5.41% 10/23/2026 Texas Exchange Bank CD 88241TMG2 249,000 249,000 220,883 1.30% 11/13/2026 Malaga Bank CD 56102ABK1 250,000 250,000 219,478 0.97% 11/19/2026 BankUnited NA CD 066519RW1 249,000 249,000 221,692 1.52% 12/08/2026 Capital One NA CD 14042RQN4 250,000 250,000 222,015 1.41% 12/08/2026 1st Source Bank CD 33646CNW0 250,000 250,000 245,375 4.69% 01/19/2027 Baxter CU CD 07181JAY0 250,000 250,000 244,573 4.60% 01/25/2027 Generations Bank C D 37149CAV9 250,000 250,000 232,338 3.34% 05/06/2027 Essential CU CD 29669XAP3 250,000 250,000 244,760 4.80% 06/15/2027 First Technology FCU CD 33715LEB2 249,000 249,000 234,406 3.88% 08/05/2027 Optum Bank Draper CD 68405VAU3 244,000 244,000 238,037 4.82% 09/13/2027 Preferred CU CD 74043RAA2 250,000 250,000 246,473 5.07% 09/15/2027 lriquois Fed CD 46355PDQ8 249,000 249,000 242,890 4.82% 09/17/2027 True Sky Credit CD 89786MAH7 250,000 250,000 241,465 4.66% 11/30/2027 Rogue CU CD 77535MAG8 250,000 250,000 247,878 5.24% 12/23/2027 Freedom Northwest CD 356436AF2 249,000 249,000 242,207 4.83% 01/19/2028 Amoco FCU CD 31424AAA8 249,000 249,000 242,633 4.87% 02/08/2028 Customers Bank CD 23204HPB8 250,000 250,000 247,188 4.55% 06/14/2028 TTCU Federal CU CD 89854LAD5 250,000 250,000 245,858 5.08% 07/26/2028 Tucson FCU CD 898812AC6 250,000 250,000 245,835 5.08% 09/08/2028 PRp Q41 I r Z/soh

Page 5 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
October 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date American Exp CD 02589AEZ1 250,000 250,000 241,593 4.76% 09/13/2028 Discover Bank CD 254676AR0 250,000 250,000 242,210 4.80% 09/18/2028 Southern First CD 84287PJB9 244,000 244,000 239,130 4.95% 10/17/2028 $ 25,865,517 $ 25,839,000 $ 24,947,630
Money Market Fund
First American Govt OB Fund-Y 31846V203 373,395 373,395 373,395 4.97% Money Market Fund Subtotal 373,395 373,395 373,395 Municipal Bond Fund
Klamath Trinity CA 498422JN5 25,100 25,000 24,190 1.24% 08/01/2024 Klamath Trinity CA 498422JJ4 30,150 30,000 28,574 1.60% 08/01/2025 San Bernardino CA 796720PA2 300,000 300,000 277,188 0.91% 08/01/2025 Riverside Cnty CA 76913CBA6 950,120 1,000,000 944,010 3.03% 02/15/2026 San Bernardino CA 796720PB0 250,000 250,000 223,208 1.23% 08/01/2026 Municipal Bond Fund Subtotal 1,555,370 1,605,000 1,497,169 Government Securities
Federal Farm Credit Bks DEB 3133EMHL9 1,000,000 1,000,000 995,940 0.31% 11/30/2023 Federal Home Ln Bks DEB 3130AQD26 500,000 500,000 496,185 0.73% 12/29/2023 Federal Home Ln Bks DEB 3130ARFD8 754,654 770,000 761,145 2.58% 03/22/2024 Federal Home Ln Bks DEB 3130AQD34 500,000 500,000 490,555 0.84% 03/28/2024 Federal Home Ln Corp MTN 3134GWJ64 1,500,000 1,500,000 1,453,140 0.41% 06/10/2024 Federal Home Ln Bks DEB 3130AQD42 500,000 500,000 485,100 0.95% 06/28/2024 Federal Home Ln Bks DEB 3130AQD59 1,250,000 1,250,000 1,199,288 1.04% 09/30/2024 Federal Home Ln Corp MTN 3134GWUX2 1,500,000 1,500,000 1,430,880 0.39% 09/30/2024 Federal Farm Credit Bks DEB 3133EMER9 1,500,000 1,500,000 1,409,445 0.50% 01/27/2025 Federal Farm Credit Bks DEB 3130AMZPO 1,500,000 1,500,000 1,407,795 0.69% 02/28/2025 Federal Farm Credit Bks DEB 3133EMTQ5 1,100,000 1,100,000 1,031,096 0.75% 03/17/2025 Federal Farm Credit Bks DEB 3130ALN34 1,100,000 1,100,000 1,030,271 0.75% 03/24/2025 Federal Farm Credit Bks DEB 3133EMBK7 1,500,000 1,500,000 1,397,970 0.48% 04/07/2025 Federal Farm Credit Bks DEB 3133ENHW3 1,250,000 1,250,000 1,168,500 1.25% 06/23/2025 Federal Farm Credit Bks DEB 3130ALPJ7 1,000,000 1,000,000 928,730 0.88% 06/30/2025 Federal Farm Credit Bks DEB 3136G4A45 1,500,000 1,500,000 1,387,305 0.77% 07/22/2025 Federal Home Ln Bks DEB 3130AUS70 1,500,000 1,500,000 1,482,240 5.06% 08/15/2025 Federal Farm Credit Bks DEB 3134GWH82 1,500,000 1,500,000 1,378,545 0.68% 09/08/2025 Federal National Mortgage Assoc 3134GWWT9 1,500,000 1,500,000 1,373,400 0.60% 09/30/2025 Federal Home Ln Corp MTN 3134GWZG4 2,000,000 2,000,000 1,829,200 0.66% 10/20/2025 Tennessee Valley Authority DEB 880591CJ9 781,658 750,000 770,205 6.57% 11/01/2025 Federal Home Ln Corp MTN 3134GXAP9 1,500,000 1,500,000 1,368,450 0.66% 11/12/2025 Federal Home Ln Corp 3134GXBM5 1,500,000 1,500,000 1,368,450 0.66% 11/12/2025 Federal Home Ln Corp MTN 3130AQ5D1 1,500,000 1,500,000 1,378,800 1.31% 12/22/2025 Federal Home Ln Corp MTN 3130AKLH7 1,500,000 1,500,000 1,373,535 0.55% 12/30/2025 Federal Home Ln Bks DEB 3130AKQX7 2,000,000 2,000,000 1,811,400 0.77% 01/28/2026 PrPAN tArbrgtZan

Page 6 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
October 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Federal Farm Credit Bks DEB 3130AKWK8 2,000,000 2,000,000 1,800,960 0.57% 02/12/2026 Federal Home Ln Bks DEB 3130AUS54 1,500,000 1,500,000 1,478,850 5.07% 02/17/2026 Federal National Mortgage Assoc MTN 3134GYJC7 1,250,000 1,250,000 1,238,350 5.45% 02/24/2026 Federal Farm Credit Bks DEB 3130AL6A7 1,000,000 1,000,000 906,410 0.66% 02/26/2026 Federal Farm Credit Bks DEB 3130AL6L3 1,000,000 1,000,000 904,460 0.55% 02/26/2026 Federal Farm Credit Bks DEB 3133EPPRO 750,803 750,000 741,998 4.67% 04/10/2026 Federal Farm Credit Bks DEB 3130ALZ80 1,300,000 1,300,000 1,203,696 0.81% 04/29/2026 Federal Farm Credit Bks DEB 3130AMBD3 1,500,000 1,500,000 1,375,140 1.09% 05/12/2026 Federal Farm Credit Bks DEB 3130AMET5 2,000,000 2,000,000 1,844,040 0.81% 05/27/2026 Federal Farm Credit Bks DEB 3130AN3R9 1,500,000 1,500,000 1,349,325 1.26% 07/20/2026 Federal Farm Credit Bks DEB 3133ENAF7 1,235,150 1,250,000 1,111,950 1.12% 10/07/2026 Federal Farm Credit Bks DEB 3130APJ55 1,600,000 1,600,000 1,431,424 1.40% 10/26/2026 Federal Farm Credit Bks DEB 3134GW4C7 1,379,420 1,400,000 1,235,192 0.91% 10/27/2026 Federal Farm Credit Bks DEB 3130APU37 1,500,000 1,500,000 1,339,650 1.46% 11/24/2026 Federal Home Ln Corp MTN 3130APV51 2,000,000 2,000,000 1,839,740 1.09% 11/24/2026 Federal Home Ln Bks DEB 3130ARCL3 1,000,000 1,000,000 917,450 2.72% 03/30/2027 Federal Home Ln Bks DEB 3130ARKL4 591,600 600,000 578,736 3.37% 04/21/2027 Federal Home Ln M C MTN 3134GXSB1 1,000,000 1,000,000 967,390 3.10% 05/17/2027 Federal Home Ln Bks DEB 3130AWBZ2 998,300 1,000,000 970,900 4.25% 06/11/2027 Federal Home Ln Bks DEB 3130AUS88 1,500,000 1,500,000 1,459,200 5.14% 02/16/2028 Federal Home Ln Bks DEB 3130AUX33 599,100 600,000 589,254 5.57% 02/22/2028 Federal Home Ln Bks DEB 3130AWTR1 1,991,760 2,000,000 1,951,920 4.48% 09/08/2028 Government Securities Subtotal 62,432,444 62,470,000 58,443,604 US Treasury
US Treasury Note 91282CBC4 1,476,450 1,500,000 1,359,195 0.41% 12/31/2025 US Treasury Note 912828ZE3 220,875 250,000 216,875 0.72% 03/31/2027 US Treasury Subtotal 1,697,325 1,750,000 1,576,070
Total Portfolio $ 91,924,051 $ 92,037,395 $ 86,837,869 Page7of16 Prga l r nZai
11/16/2023

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
October 31,2023
No.of
days until Days to maturity Total by
October 31,2023 Market Value Availability maturity Weight weighted average maturity Petty Cash 34,100 10/31/2023 0 0.0% - Checking Account 4,022,401 11/1/2023 1 3.3% 0.03 Successor Agency 663,329 11/1/2023 1 0.5% 0.01 Total Bank Accounts 4,719,830 4,719,830
State Local Agency Investment Fund 1,115,944 11/1/2023 1 0.9% 0.01 1,115,944 California Asset Management Plan 30,655,126 10/31/2023 0 24.9% - 30,655,126 First American Govt OB Fund-Y 373,395 11/1/2023 1 0.3% 0.00 Money Market Accounts 373,395 373,395
Federal Farm Credit Bks DEB 995,940 11/30/2023 30 0.8% 0.24 Government Securities 995,940 995,940
37,860,235 1-30 days
Federal Home Ln Bks DEB 496,185 12/29/2023 59 0.4% 0.24 Government Securities 496,185 496,185
Bank Princeton CD 247,993 12/29/2023 59 0.2% 0.12 Raymond James Bank CD 248,575 12/29/2023 59 0.2% 0.12 Negotiable Certificates of Deposit 496,568 496,568 992,753 31-60 days
Financial Partners CU CD 247,658 2/9/2024 101 0.2% 0.20 Local Government FCU CD 224,678 2/12/2024 104 0.2% 0.19 Luana Savings Bank CD 246,313 2/14/2024 106 0.2% 0.21 Negotiable Certificates of Deposit 718,649 718,649 718,649 61-120 days
Federal Home Ln Bks DEB 761,145 3/22/2024 143 0.6% 0.88 Federal Home Ln Bks DEB 490,555 3/28/2024 149 0.4% 0.59 Government Securities 1,251,700 1,251,700
Bank Hapoalim CD 232,603 3/25/2024 146 0.2% 0.28 Celtic Bank CD 245,635 4/2/2024 154 0.2% 0.31 UBS Bank USA CD 247,325 4/3/2024 155 0.2% 0.31 American First CU CD 247,464 4/26/2024 178 0.2% 0.36 Negotiable Certificates of Deposit 973,027 973,027 2,224,727 121-180 days
Federal Home Ln Corp MTN 1,453,140 6/10/2024 223 1.2% 2.63 Federal Home Ln Bks DEB 485,100 6/28/2024 241 0.4% 0.95 Federal Home Ln Bks DEB 1,199,288 9/30/2024 335 1.0% 3.26 Federal Home Ln Corp MTN 1,430,880 9/30/2024 335 1.2% 3.89 Government Securities 4,568,408 4,568,408 Morgan Stanley Private Bank CD 246,593 5/2/2024 184 0.2% 0.37 Evergreen Bank Group CD 242,530 5/28/2024 210 0.2% 0.41 Western CD 236,554 6/5/2024 218 0.2% 0.42 Jovia Financial FCU CD 245,021 6/7/2024 220 0.2% 0.44 CIBC Bank USA CD 236,377 6/13/2024 226 0.2% 0.43 Mountain Pac Bk CD 236,088 7/19/2024 262 0.2% 0.50 Wells Fargo Bk CD 236,218 7/24/2024 267 0.2% 0.51 Blupeak CU CD 149,981 7/25/2024 268 0.1% 0.33 Bank Hope CD 241,919 8/12/2024 286 0.2% 0.56 First Farmers Bank&Trust CD 227,410 9/4/2024 309 0.2% 0.57 The Bank of the Valley CD 238,115 9/30/2024 335 0.2% 0.65 Pentagon FCU CD 239,403 9/30/2024 335 0.2% 0.65 Fifth Third Bank CD 235,384 10/17/2024 352 0.2% 0.67 Negotiable Certificates of Deposit 3,011,590 3,011,590 FPP 1a ed1beyba9rren20han

Page 8 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
October 31,2023
No.of
days until Days to maturity Total by
October 31,2023 Market Value Availability maturity Weight weighted average maturity Klamath Trinity CA 24,190 8/1/2024 275 0.0% 0.05 Municipal Bonds 24,190 24,190
7,604,188 181-1 year
Federal Farm Credit Bks DEB 1,409,445 1/27/2025 454 1.1% 5.19 Federal Farm Credit Bks DEB 1,407,795 2/28/2025 486 1.1% 5.55 Federal Farm Credit Bks DEB 1,031,096 3/17/2025 503 0.8% 4.21 Federal Farm Credit Bks DEB 1,030,271 3/24/2025 510 0.8% 4.26 Federal Farm Credit Bks DEB 1,397,970 4/7/2025 524 1.1% 5.94 Federal Farm Credit Bks DEB 1,168,500 6/23/2025 601 0.9% 5.69 Federal Farm Credit Bks DEB 928,730 6/30/2025 608 0.8% 4.58 Federal Farm Credit Bks DEB 1,387,305 7/22/2025 630 1.1% 7.09 Federal Home Ln Bks DEB 1,482,240 8/15/2025 654 1.2% 7.86 Federal Farm Credit Bks DEB 1,378,545 9/8/2025 678 1.1% 7.58 Federal National Mortgage Assoc 1,373,400 9/30/2025 700 1.1% 7.80 Federal Home Ln Corp MTN 1,829,200 10/20/2025 720 1.5% 10.68 Government Securities 15,824,497 15,824,497 Pacific Western Bank CD 241,668 11/12/2024 378 0.2% 0.74 Magnolia Bank Inc CD 236,163 11/25/2024 391 0.2% 0.75 InFirst FCU CD 239,023 11/27/2024 393 0.2% 0.76 State Bank of India CD 240,563 11/27/2024 393 0.2% 0.77 Manufacturers Traders Trust Co CD 241,926 12/9/2024 405 0.2% 0.79 WebBank Salt CD 235,040 12/30/2024 426 0.2% 0.81 Arsenal CU CD 246,274 1/25/2025 452 0.2% 0.90 Spokane Teachers CD 247,849 1/28/2025 455 0.2% 0.91 Enerbank USA CD 238,313 1/29/2025 456 0.2% 0.88 Merrick Bank CD 238,150 1/31/2025 458 0.2% 0.88 General Electric CU CD 247,808 2/14/2025 472 0.2% 0.95 Insight CU CD 248,108 2/27/2025 485 0.2% 0.98 Poppy Bank CD 215,068 3/18/2025 504 0.2% 0.88 Medallion Bank CD 235,330 3/27/2025 513 0.2% 0.98 Industrial Commercial Bank China CD 232,373 3/31/2025 517 0.2% 0.97 Partners Bank of California CD 234,150 4/2/2025 519 0.2% 0.99 1st Security Bank of Washington CD 231,193 4/16/2025 533 0.2% 1.00 Third Federal Savings&Loan CD 231,998 5/23/2025 570 0.2% 1.07 Liberty FED CD 245,798 6/9/2025 587 0.2% 1.17 Southeast Bank CD 229,940 6/17/2025 595 0.2% 1.11 Connexus CU CD 247,965 6/23/2025 601 0.2% 1.21 Tandem Bank CD 230,600 6/23/2025 601 0.2% 1.12 Meritrust FCU MTN CD 216,194 6/30/2025 608 0.2% 1.07 New York Community Bank CD 229,693 7/1/2025 609 0.2% 1.13 Technology CU CD 245,674 7/21/2025 629 0.2% 1.25 Ideal CU CD 121,405 8/29/2025 668 0.1% 0.66 Live Oak Banking Company CD 227,305 9/16/2025 686 0.2% 1.26 BMW Bank North America CD 227,018 9/25/2025 695 0.2% 1.28 California CD 249,985 10/27/2025 727 0.2% 1.47 Negotiable Certificates of Deposit 6,752,567 6,752,567 Klamath Trinity CA 28,574 8/1/2025 640 0.0% 0.15 San Bernardino CA 277,188 8/1/2025 640 0.2% 1.44 Municipal Bonds 305,762 305,762
22,882,826 1-2 years
Tennessee Valley Authority DEB 770,205 11/1/2025 732 0.6% 4.57 Federal Home Ln Corp MTN 1,368,450 11/12/2025 743 1.1% 8.24 Federal Home Ln Corp 1,368,450 11/12/2025 743 1.1% 8.24 Federal Home Ln Corp MTN 1,378,800 12/22/2025 783 1.1% 8.75 Federal Home Ln Corp MTN 1,373,535 12/30/2025 791 1.1% 8.81 Federal Home Ln Bks DEB 1,811,400 1/28/2026 820 1.5% 12.04 Federal Farm Credit Bks DEB 1,800,960 2/12/2026 835 1.5% 12.19 Federal Home Ln Bks DEB 1,478,850 2/17/2026 840 1.2% 10.07 Federal National Mortgage Assoc MTN 1,238,350 2/24/2026 847 1.0% 8.50 Federal Farm Credit Bks DEB 906,410 2/26/2026 849 0.7% 6.24 Federal Farm Credit Bks DEB 904,460 2/26/2026 849 0.7% 6.23 Federal Farm Credit Bks DEB 741,998 4/10/2026 892 0.6% 5.37 Prpared1 by arrenof 2than

Page 9 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
October 31,2023
No.of
days until Days to maturity Total by
October 31,2023 Market Value Availability maturity Weight weighted average maturity Federal Farm Credit Bks DEB 1,203,696 4/29/2026 911 1.0% 8.89 Federal Farm Credit Bks DEB 1,375,140 5/12/2026 924 1.1% 10.30 Federal Farm Credit Bks DEB 1,844,040 5/27/2026 939 1.5% 14.04 Federal Farm Credit Bks DEB 1,349,325 7/20/2026 993 1.1% 10.86 Federal Farm Credit Bks DEB 1,111,950 10/7/2026 1072 0.9% 9.67 Federal Farm Credit Bks DEB 1,431,424 10/26/2026 1091 1.2% 12.66 Federal Farm Credit Bks DEB 1,235,192 10/27/2026 1092 1.0% 10.94 Government Securities 24,692,635 24,692,635 JPMorgan Chase Bank CD 225,705 11/10/2025 741 0.2% 1.36 Greenstate CU CD 227,035 11/24/2025 755 0.2% 1.39 Chartway FCU CD 245,294 12/16/2025 777 0.2% 1.55 Alabama CU CD 247,295 12/22/2025 783 0.2% 1.57 Ally Bank Utah 245,250 12/22/2025 783 0.2% 1.56 First Carolina Bank CD 224,360 12/23/2025 784 0.2% 1.43 Communitywide FCU CD 245,555 1/6/2026 798 0.2% 1.59 Popular Bank CD 242,520 1/8/2026 800 0.2% 1.57 City National Bank CD 243,818 1/12/2026 804 0.2% 1.59 Federal Home Ln MTG 1,235,013 1/27/2026 819 1.0% 8.20 USAlliance FCU CD 91,709 1/28/2026 820 0.1% 0.61 Burke Herbert Finanical Services CD 244,911 2/13/2026 836 0.2% 1.66 A+FCU CD 245,660 2/17/2026 840 0.2% 1.67 Freedom Bk of Virginal CD 246,003 2/17/2026 840 0.2% 1.68 Connex CU CD 249,593 3/18/2026 869 0.2% 1.76 Union Bank CD 222,848 3/19/2026 870 0.2% 1.57 Vibrant CU CD 247,355 3/20/2026 871 0.2% 1.75 Clearpath FCU CD 248,175 4/27/2026 909 0.2% 1.83 American Equity Bank CD 221,958 5/27/2026 939 0.2% 1.69 Global FCU CD 245,860 6/16/2026 959 0.2% 1.91 Dort FCU CD 247,570 6/22/2026 965 0.2% 1.94 Solarity CU CD 246,207 6/23/2026 966 0.2% 1.93 Toyota Financial Savings Bank CD 220,757 7/29/2026 1002 0.2% 1.79 Gesa CU CD 249,760 7/31/2026 1004 0.2% 2.03 Continental Bank CD 219,820 8/24/2026 1028 0.2% 1.83 FirstBank of Nebraska CD 217,769 8/27/2026 1031 0.2% 1.82 NBC Bancorp Inc CD 245,500 9/14/2026 1049 0.2% 2.09 Red Crown Fed CD 201,120 10/13/2026 1078 0.2% 1.76 Empower FCU CD 251,900 10/23/2026 1088 0.2% 2.22 Negotiable Certificates of Deposit 7,746,318 7,746,318 US Treasury Note 1,359,195 12/31/2025 792 1.1% 8.73 US Treasury 1,359,195 1,359,195
Riverside Cnty CA 944,010 2/15/2026 838 0.8% 6.41 San Bernardino CA 223,208 8/1/2026 1005 0.2% 1.82 Municipal Bonds 1,167,218 1,167,218
34,965,365 2-3 years
Federal Farm Credit Bks DEB 1,339,650 11/24/2026 1120 1.1% 12.17 Federal Home Ln Corp MTN 1,839,740 11/24/2026 1120 1.5% 16.71 Federal Home Ln Bks DEB 917,450 3/30/2027 1246 0.7% 9.27 Federal Home Ln Bks DEB 578,736 4/21/2027 1268 0.5% 5.95 Federal Home Ln M C MTN 967,390 5/17/2027 1294 0.8% 10.15 Federal Home Ln Bks DEB 970,900 6/11/2027 1319 0.8% 10.38 Government Securities 6,613,866 6,613,866 Texas Exchange Bank CD 220,883 11/13/2026 1109 0.2% 1.99 Malaga Bank CD 219,478 11/19/2026 1115 0.2% 1.98 BankUnited NA CD 221,692 12/8/2026 1134 0.2% 2.04 Capital One NA CD 222,015 12/8/2026 1134 0.2% 2.04 1st Source Bank CD 245,375 1/19/2027 1176 0.2% 2.34 Baxter CU CD 244,573 1/25/2027 1182 0.2% 2.34 Generations Bank C D 232,338 5/6/2027 1283 0.2% 2.42 Essential CU CD 244,760 6/15/2027 1323 0.2% 2.63 First Technology FCU CD 234,406 8/5/2027 1374 0.2% 2.61 Optum Bank Draper CD 238,037 9/13/2027 1413 0.2% 2.73

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11/16/2023

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TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority CA Government Code Section 53607
Monthly Transaction Report
For Period Ended
October 31,2023
Issue Par Market Maturity
Investment Name CUSIP ID Date Cost Value Value Date Purchases
Fifth Third Bank CD 316777YV7 10/18/2023 236,000.00 236,000.00 235,384.04 10/17/2024 California CD 130162BB5 10/25/2023 250,000.00 250,000.00 249,985.00 10/27/2025 Red Crown Fed CD 756558AB8 10/13/2023 200,000.00 200,000.00 201,120.00 10/13/2026 Empower FCU CD 291916AE4 10/23/2023 250,000.00 250,000.00 251,900.00 10/23/2026 Southern First CD 84287PJB9 10/17/2023 244,000.00 244,000.00 239,129.76 10/17/2028 Purchases Subtotal 1,180,000.00 1,180,000.00 1,177,518.80 PrepVaggylffalrr@ GWh

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TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Par Values Maturing by Date and Type
Maturities in Thousands of Dollars
For Period Ended
October 31,2023
61 days 121 days 1 year 2 years 3 years
1 day to 30 31 day to to 120 to 180 181 days to to 2 to 3 to 4 4 years to 5 Investment Portfolio days 60 days days _ days 1 year years years years years State Local Agency Investment Fund 1,116 - - - - - - - - California Asset Management Plan 30,655 - - - - - - - - Bank Accounts and Change Funds 4,720 - - ' - - - - - - Negotiable Certificates of Deposit - 497 719 973 3,012 6,753 7,746 2,813 2,436 Government Securities 996 496 - 1,252 4,568 15,824 24,693 6,614 4,000 c
Money Market Fund 373 - - - - - - - - Municipal Bonds - - - - 24 306 1,167 - - US Treasury - = - - - - 1,359 217 - Total Cash and Investments 37,860 993 719 2,225 7,604 22,883 34,965 9,644 6,436 Percentage 30.7% 0.8% 0.6% 1.8% 6.2% 18.6% 28.4% 7.8% 5.2%

INVESTMENTS BY MATURITY
1 day to 30
days 30.7%
4 years to 5
years 5.2% 31 day to 60 days

0.8%
3 years to 4 years � 61 days to 120

7.8% days 0.6%
121 days to 180
days 1.8%
181 days to 1 year

6.2%
2yearsto3
years 28.4% 1 year to 2
years 18.6%

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11/16/2023

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Bank Accounts and Change Funds
For Period Ended
October 31, 2023
Account Insured Collateralized Total
Name Institution Deposits Deposits Deposits
Petty Cash
City of Upland City of Upland $ - $ 34,100 $ 34,100 City of Upland
Payroll Zero Balance Account Chase - - - City of Upland
Checking Account Chase 250,000 3,772,401 4,022,401 City of Upland
Successor Agency Chase - 663,329 663,329
Totals $ 250,000 $ 4,469,830 $ 4,719,830
Prepar i§9 Diaeanf( NNa

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TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority State Local Agency Investment Fund
Average Yield On Investment Portfolio
Month Yield
November-2022 2.01%
December-2022 2.17%
January-2023 2.43%
February-2023 2.62%
March-2023 2.83%
April-2023 2.87%
May-2023 2.99%
June-2023 3.17%
July-2023 3.31%
August-2023 3.43%
September-2023 3.53%
October-2023 3.67%
Average Yield On Investment Portfolio

4.00%

3.50%

3.00%

2.50%

2.00% - -•

1.50%

1.00%

0.50%

0.00%
11' -cv L3 L'' tie ,L3 ti3 ti3 L'' L'' Ln, ti�LO LO .LO ,ti0 ti0 LO ,10 ,LO ,ti0 ,ti0 ,tip ,Lp �oJ��,pec'o�`cz,c(s ,a�Jac� Fe�0° 4\air PQ�\ �aJ �e ,�� \,\)% e e,c( � O�o�et, Qe c
s
Prepar o Jf Qfh3n

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TREASURER'S REPORT
City of Upland-Successor Agency-Public Financing Authority Investment Summary
12-Month Market Value Analysis
October-2022 November-2022 December-2022 January-2023 February-2023 March-2023 ApNI-2023 May-2023 June-2023 July-2023 August-2023 September-2023 October-223 Investment Portfolio
State Local Agency Investment Fund(LAIF) 3,410,132 3,405,653 8,354,826 8,402,001 8,385,352 8,426,781 3,521,938 3,519,024 4,983,829 5,023,403 5,063,212 3,065,740 1,115,944 California Asset Management Plan(CAMP) 14,034,502 14,071,902 14,117,063 14,168,668 14,223,169 14,274,817 14,332,982 22,397,065 25,098,674 30,230,929 30,372,628 30,511,128 30,655,126 Negotiable Certificates of Deposit 12,406,295 12,147,953 12,750,405 16,006,013 17,417,124 17,446,118 17,976,077 17,397,614 19,841,577 22,273,062 22,275,160 23,734.007 24,947,630 Money Market Fund 109,167 440,741 3,056,568 9,355,964 343,230 1,232,406 1,800,250 6,476,120 3,094,006 544,366 3,331,015 1,416,006 373,395 Municipal Bonds 574,027 584,950 1,520,208 1,543,300 1,522,772 1,545,080 1,548,798 1,538,807 1,532,380 1,535,585 1,497,757 1,494,993 1,497,169 Government Agency Securities 53,501,084 54,044,229 50,063,950 50,648,999 57,507,328 58,555,738 58,523,682 58,156,119 58,931,606 59,305,626 57,908,782 58,260,760 58,443,604 Corporate Bonds 498,065 498,635 499,760 - - - US Treasury 1,323.165 1,342,905 1,340,565 1,358,670 1,338,225 1,367,220 1,372,680 2.350,895 2,561,858 2,569,213 1 577,943 1,573,238 1,576,070 Total Investments $ 85,856,437 $ 86,536.967 $ 91,703,346 $ 101.483,615 $ 100,737,201 $ 102,848,167 $ 99,076.407 $ 111,836,044 $ 116,043,930 $ 121,482,183 $ 122,026,498 $ 120,056,871 $ 118,608,939 Weighted Average Days to Maturity 681.23 642.66 606.13 610.90 893.49 868.55 631.55 526.34 508.51 532.00 529.41 563.07 559.72 Blended Yield: 1.33% 1.46% 1.68% 1.95% 2.13% 2.19% 2.21% 2.52% 2.42% 2.58% 2.93% 3.01% 3.02% Cash
Bank Accounts and Change of Funds 8,288,656 11,775,452 12,501,251 9,339,706 6,531,258 6,695,608 13,639,754 15,519.957 19,573,164 7,875,465 3,307.087 4.661,508 4,719,830 Total Cash $ 8,288,850 $ 11,775,452 $ 12,501,251 $ 9,339,706 $ 6,531,258 $ 6,695,608 $ 13,639,754 $ 15,519,957 $ 19,573,164 $ 7,875,465 $ 3,307.087 $ 4,661,508 $ 4,719,830 Total Cash and Investments $ 94,145,094 $ 98,312,419 $ 104,204,597 $ 110,823,321 $ 113,456,005 $ 109,543,775 $ 112,716,161 $ 127,355 601 $ 135,617,044 $ 129,607,649 $ 125,333,584 $ 124,717,379 $ 123,328,768 PARS Investment Portfolio
115 Trust-OPEB Investment 1,630,170 1,708,207 1,652,912 1,739,967 1,694,867 1,724,852 1,737,104 1,720,017 1,780,155 1,818,663 1,783,295 1,717,318 1,722,469 115 Trust-Pension Investment 2,530,084 2,632,795 2,581.314 2,686,340 2,020,486 2,673,710 2,690,221 2,663,234 3,876,869 4,566,993 4,509,472 4.370,416 4,432,144 Total Restricted Funds Held in Trust $ 4,160,254 $ 4,341,001 $ 4,234,227 $ 4,426,307 $ 4,315,333 $ 4,398,562 $ 4.427,325 $ 4,383,251 $ 5,057,024 $ 6,385,657 $ 6,292,767 $ 6.087,734 $ 6,154,613 Benchmarks:

LAIF 1.77% 2.01% 2.17% 2.43% 2.62% 2.83% 2.87% 2.99% 3.17% 3.31% 3.43% 3.53% 3.67% CAMP 3.21% 3.90% 4.30% 4.56% 4.73% 4.92% 5.01% 5.20% 5.27% 5.43% 5.54% 5.55% 5.56% 2yr U.S.Treasury 4.51% 4.38% 4.38% 4.21% 4.81% 4.06% 4.04% 4.40% 4.87% 4.88% 4.85% 5.03% 4.95% Syr U.S.Treasury 4.27% 3.82% 3.82% 3.63% 4.18% 3.60% 3.51% 3.74% 4.13% 4.18% 4.23% 4.60% 4.67% Restricted Funds with Fiscal Agent
Wtr Sys Lease Rev Ref Bonds 2021 0 0 0 0 0 48,960 0 0 0 73,960 25 Wtr Revenue Bonds 2022 15,500,398 15,500,464 15,500,464 1,550,053 15,500,593 15,643,806 15,500,784 15,500,848 15,500,914 15,500,977 15,501,043 16,509,197 15,501,173 Successor Agency TAN 2013/TAN 2016-Me 2,256,089 2,256,099 2,256,099 2,256,118 2,543,569 2,256,134 2,256,143 2,256,143 2,256,162 2,256,172 2,892,444 10 10 Colonies CFD Area tt1 2022 294,386 294,388 294,388 294,390 294,391 908,787 908,791 1,640,511 1,640,517 1,640,523 1,640,530 585,586 585,588 Colonies CFD Area 622015 1,547,797 1,547,804 1,547,804 1,547,817 2,245,450 2,006,596 2,006,605 2,615,766 2,615,776 2,615,787 2,615,798 1,526,950 1,526,956 Upland 54CFD 2004 174,034 174,035 174,035 174,035 227,645 197,826 197,827 261,002 261,003 261,004 261,005 168,186 166,187 Sycamore Hills CFD 2015-1 1,036,440 1,036,444 1,036,444 1,036,449 1,036,457 852,152 852,155 1,076,844 1,076,848 1,076,852 1,102,057 737,752 737,756 Sycamore Hills CFD 2015-1-2 8,981,711 5,756,005 5,756,005 5,256,346 5,256,368 5,312,540 4,262,553 4,544,921 4,544,939 1,104,332 1,124,072 765,827 765,830 Harvest el Upland CFD 2016-1 Area 61 558,639 559,833 559,833 562,988 886,081 711,689 714,159 890,929 893,973 897,321 904,297 571,804 574,056 Harvest at Upland CFD 2016.1 Area#2 2,294,103 2,294,113 2,294,113 2,294,132 2,577,402 2,426,596 2,428,608 2,695,079 2,695,089 2,695,100 2,695,112 2,289,308 2,289,318 4,010,977 3,998,701 4,013,696 4.029,216 3,992,422 4,007,837 Total Restricted Funds $ 32,643.598 $ 29,419,184 $ 29,419,184 $ 14,972,329 $ 30,567,956 $ 30,365,086 $ 29,125,023 $ 35,493,019 $ 35,483,921 $ 32.061,765 $ 32,765,574 $ 27,219,003 $ 26,154,735

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Page 18 of 16 ends

11/16/2023

. �pl
C,, "t CITYUPLAN D
,,
.5, _i.� "The City of Gracious Living" C,,tIFOBw
- Stafif(krctilt
DATE: November 27,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT DALQUEST,DEVELOPMENT SERVICES DIRECTOR

DIANE COTTO,HOUSING MANAGER
SUBJECT: CONSIDER REAL PROPERTY PURCHASE OF 650 DIAMOND COURT RECOMMENDED ACTION:

It is recommended that the City Council approve the proposed purchase and sale agreement for real property acquisition and rehabilitation of 650 Diamond Court,Upland and if approved,authorize the City Manager to execute all related documents to effectuate the acquisition and rehabilitation of the property.

GOAL STATEMENT
The proposed action supports the City's Housing Element goal of providing housing opportunities for lower- and moderate-income residents and households with special needs to rent,purchase, or maintain adequate housing in the community.

BACKGROUND
In the late 1990's to early 2000's the Upland Community Redevelopment Agency (Agency), utilized Low And Moderate Income Housing twenty percent Set-Aside funds to initiate an extensive property acquisition and rehabilitation campaign at the Magnolia Colony Apartments. The project was developed in the early 1960's and comprises thirty-seven(37) fourplexes where each fourplex is on its own individual parcel. This initiative provided the Agency the ability to substantially augment affordable housing in Upland, as well as address crime and blighting conditions in this development. By 2011 when the dissolution of redevelopment in California happened,the Agency had acquired and rehabilitated eighteen(18)of the thirty-seven(37) fourplexes in this development and provided an additional seventy-two(72)affordable housing units at the 80%household income level of the Area Median Income (AMI). This resulted in the City becoming the majority property owner in this development and substantially halted neighborhood decay. Ultimately, ownership of all Agency affordable housing assets was transferred to the City. In light of the State's current affordable housing crisis,the City continues to promote and support efforts to expand its affordable housing goals and this latest acquisition and rehabilitation continues the City's efforts to provide residents with affordable,descent and sanitary housing options.

As demonstrated above, the City has had long-standing interest in acquiring additional buildings located within the Magnolia Colony Apartment complex for the purpose of revitalizing the area and expanding its affordable housing portfolio. Typically,staff sends annual interest letters to private property owners in the Magnolia Colony Apartment complex to determine if they have an interest in selling. This most recent mailing resulted in the property owner of 650 Diamond Court expressing his interest in selling his property to the City. If acquired,the property will be included in the City-owned Magnolia Colony Apartments portfolio and managed by the City's property management firm RPM.

Staff obtained the services of a real property appraiser to determine fair market value of the property and to negotiate a purchase price for the property. The property owner quoted an initial sales price of$1,500,000. The appraisal determined that fair market value of the subject property was $1,150,000. Given the amount of rehabilitation work that will be required,the City countered at$995,000 and the property owner subsequently countered at$998,000 and requested a close of escrow date of November 30,2023,which was negotiated to a mid-December closing date.

Below are specific details of the 650 Diamond Court Property:
• Assessor's Parcel Number: 1048-351-12-000
• Year Built: 1961

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• Square footage: 10,230
• Number of units
o 3—Two-bedroom units(2 units—850 sq. ft./ 1 unit—853 sq.ft) o 1—Three-bedroom units(1,260 sq. ft.)
• Parking—4-car carport

ISSUES AND ANALYSIS
General Plan Conformance Determination
On November 15,2023, staff presented a resolution containing findings of General Plan conformity to the Planning Commission for the acquisition of the subject property,pursuant to Section 65402 of the State Planning and Zoning laws. The Planning Commission unanimously adopted Resolution No. 4993 and found that acquisition of 650 Diamond Court by the City was in conformance with the City's General Plan.

Relocation
The units at 650 Diamond Court are currently 100%occupied. Prior to initiating rehabilitation of the units,the current residents and their belongings will be temporarily housed in vacant units within the Magnolia Colony Apartments.

The City will provide assistance to the residents to ensure a smooth transition from one living quarter to another. It is the intent of the City to rehabilitate the units as quickly as possible and provide accommodations consistent with 49 CFR Part 24 Uniform Relocation Assistance requirements,as applicable.

ENVIRONMENTAL DETERMINATION
There are no anticipated environmental impacts from the approval of this purchase and sale agreement of an existing fourplex.Approval of the purchase and sale agreement and rehabilitation of an existing fourplex has been determined to be exempt under the California Environmental Quality Act(CEQA)pursuant to Section 15301 (Existing Facilities) of the CEQA Guidelines. In the event approval of the purchase and sale agreement does constitute a project, it is Statutorily exempt under§§ 15061(b)(3) of the CEQA Guidelines,which is the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Further,none of the exceptions to the exemptions found in State CEQA Guidelines section 15300.2 apply.

FISCAL IMPACTS
The Housing Authority(Fund 201)unreserved fund balance will be used to purchase and rehabilitate 650 Diamond Court. As of June 30, 2023,unreserved, available fund balance was $4,035,790. Approximately$998,000 will be used to purchase 650 Diamond Court and$552,000 will be used to rehabilitate the property for a total of$1,550,000.

There is no fiscal impact to the General Fund.

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Categorically exempt.

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REAL PROPERTY PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
(Property at 650 Diamond Court, Upland, CA,APN: 1046-351-12) by and between
Eusebio Leon, as Trustee of the Leon Family Trust dated September 23, 1998 and
City of Upland
a California Municipal Corporation
DATED AS OF NOVEMBER , 2023, FOR REFERENCE PURPOSES ONLY 46708.00203\41767424.1

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REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(PROPERTY AT 650 DIAMOND COURT, UPLAND, CA,APN: 1046-351-12) This REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS, (650 Diamond Court, Upland, CA, APN: 1046-351-12) ("Agreement") is dated as of November , 2023, for reference purposes only, and is entered into by and between Eusebio Leon, as Trustee of the Leon Family Trust dated September 23, 1998 ("Seller"), and City of Upland, a California Municipal Corporation ("Buyer"). Seller and Buyer enter into this Agreement with reference to the following recitals of fact(each, a"Recital"):

RECITALS
A. Seller is the owner of certain real property located at 650 Diamond Court, Upland, CA, Assessor Parcel Number: 1046-351-12 (specifically defined in Section 1 of this Agreement as the "Property");
B. Buyer desires to purchase the Property, together, with all privileges, rights, easements, and appurtenances belonging to the Property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the Property, (b) all development rights, air rights, water, water rights and water stock relating to the Property, and (c) all right, title and interest of Seller in and to any streets, alleys,passages, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such Property, before or after the vacation thereof, for the future development of affordable housing, and Seller desires to sell the Property, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND COVENANTS

OF SELLER AND BUYER SET FORTH IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, SELLER AND BUYER AGREE, AS FOLLOWS:

TERMS AND CONDITIONS

1. DEFINITIONS

1.1 Definitions. The following words, terms and phrases are used in this Agreement with the following meanings, unless the particular context or usage of a word, term or phrase requires another interpretation:

1.1.1 Affiliate. Any other Person, directly or indirectly, Controlling or Controlled by or under common Control with the specified Person.

1.1.2 Agreement. This Real Property Purchase and Sale Agreement and Joint Escrow Instructions(650 Diamond Court,Upland,CA,APN: 1046-351-12)by and between Seller and Buyer, including all of the attached exhibits.

1.1.3 Approval. Any license, permit, approval, consent, certificate, ruling, variance, authorization, conditional use permit or amendment to any of the foregoing, as shall be -1-
46708.00203\41767424.1

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necessary or appropriate under any Law to commence, perform or complete any construction on or development of the Property.

1.1.4 Bankruptcy Law. Title 11 United States Code or any other or successor State or Federal statute relating to assignment for the benefit of creditors,appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization or similar matters.

1.1.5 Bankruptcy Proceeding. Any proceeding, whether voluntary or involuntary, under any Bankruptcy Law.

1.1.6 Business Day. Any weekday on which Seller is open to conduct regular municipal functions with Seller personnel.

1.1.7 Buyer. City of Upland, a California Municipal Corporation and any assignee of or successor to the rights, powers or responsibilities of City of Upland.

1.1.8 Buyer's Parties. Collectively, Buyer, Buyer's City Council and Buyer's elected officials, employees, agents and attorneys.

1.1.9 Buyer Title Policy. A standard CLTA owners' policy of title insurance issued by the Title Company, with coverage in the amount of the Purchase Price, showing title to the Property vested in Buyer, subject only to Permitted Exceptions.

1.1.10 CEQA. The California Environmental Quality Act, Public Resources Code Section 21000, et seq.

1.1.11 CEQA Documents. Any exemption determination, any Negative Declaration (mitigated or otherwise) or any Environmental Impact Report (including any addendum or amendment to, or subsequent or supplemental Environmental Impact Report) required or permitted by any Government, pursuant to CEQA, for Seller to approve or perform this Agreement or issue any Approval.

1.1.12 City. Defined in Recital A.

1.1.13 City Manager. The City Manager of Seller, or his or her designee or successor in function.

1.1.14 Claim. Any claim, loss, cost, damage, expense, liability, lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge, award, assessment, fine or penalty of any kind(including consultant and expert fees and expenses and investigation costs of whatever kind or nature and,if an Indemnitor improperly fails to provide a defense for an Indemnitee, then Legal Costs of the Indemnitee) and any judgment.

1.1.15 Close of Escrow. The first date on which the Escrow Agent has filed the Seller Deed with the County for recording in the official records of the County. -2-
46708.00203\41767424.1

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1.1.16 Control. Possession, directly or indirectly,of the power to direct or cause the direction of the management and policies of a Person, whether by ownership of Equity Interests, by contract or otherwise.

1.1.17 County. The County of San Bernardino.

1.1.18 Default. An Escrow Default, a Monetary Default or a Non-Monetary Default.

1.1.19 Default Interest. Interest at an annual rate equal to the lesser of: (a) eight (8%)per annum; or(b) the Usury Limit.

1.1.20 Deposit. Ten Thousand Dollars ($10,000).

1.1.21 Due Diligence Completion Notice. A written notice from Buyer delivered to both Seller and Escrow Agent,prior to the end of the Due Diligence Period,indicating Buyer's unconditional acceptance of the condition of the Property or indicating Buyer's rejection of the condition of the Property and refusal to accept a conveyance of title to the Property, describing in reasonable detail the actions that Buyer reasonably believes are indicated to allow Buyer to unconditionally accept the condition of the Property.

1.1.22 Due Diligence Investigations. Buyer's due diligence investigations of the physical and economic feasibility of the Property for Buyer's intended use of the Property, including investigation of the environmental and geotechnical conditions of the Property, obtaining Approvals for Buyer's intended use of the Property, studying the economic feasibility of Buyer's intended use of the Property, obtaining tenant commitments for Buyer's intended use of the Property, all as deemed appropriate in the reasonable discretion of Buyer and all at the sole cost and expense of Buyer.

1.1.23 Due Diligence Period. The time period of Twenty (20) consecutive calendar days commencing on the day immediately following the Escrow Opening Date.

1.1.24 Effective Date. Defined in Section 2.

1.1.25 Environmental Claim. Any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements or expenses, including Legal Costs and fees and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever, directly or indirectly, relating to or arising from any actual or alleged violation of any Environmental Law or any Hazardous Substance Discharge.

1.1.26 Environmental Laws. All Federal, State,local or City laws,rules,orders, regulations, statutes, ordinances, codes, decrees or requirements of any Government in effect on or enacted after the Effective Date, regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use or pertaining to occupational health or industrial hygiene or occupational or environmental conditions on, under or about the Property, as now or may at any later time be in effect, including the Comprehensive -3-
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Environmental Response,Compensation and Liability Act of 1980("CERCLA") [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act ("FWPCA") [33 USC Section 1251 et seq.];the Toxic Substances Control Act("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act ("HMTA") [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act[30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health& Safety Code Section 24249.5 et seq.]; or the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.]; together with any regulations promulgated under the authorities referenced in this Section 1.1.26.

1.1.27 Equity Interest. All or any part of any equity or ownership interest(s) (whether stock, partnership interest, beneficial interest in a trust, membership interest in a limited liability company, or other interest of an ownership or equity nature) in any entity, at any tier of ownership, that directly owns or holds any ownership or equity interest in a Person.

1.1.28 Escrow. An escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the sale of the Property from Seller to Buyer pursuant to this Agreement.

1.1.29 Escrow Agent. Stewart Title of California, Inc., 11870 Pierce Street, Suite 100, Riverside, California 92505, or such other Person mutually agreed upon in writing by both Seller and Buyer.

1.1.30 Escrow Closing Date. The earlier of: (a)on or before the fifteenth(15th) Business Day following the Escrow Agent's receipt of written confirmation from both Seller and Buyer of the satisfaction or waiver of all conditions precedent to the Close of Escrow; (b) the Sixtieth(60)calendar day following the Escrow Opening Date;or(c)another date mutually agreed upon in writing between the Parties for the Close of Escrow, in the Parties' respective sole and absolute discretion.

1.1.31 Escrow Closing Statement. A statement prepared by the Escrow Agent indicating, among other things, the Escrow Agent's estimate of all funds to be deposited or received by Seller or Buyer, respectively, and all charges to be paid by Seller or Buyer, respectively, through the Escrow.

1.1.32 Escrow Default. The unexcused failure of a Party to submit any document or funds to the Escrow Agent as reasonably necessary to close the Escrow, pursuant to the terms and conditions of this Agreement.
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1.1.33 Escrow Opening Date. The first date on which a copy of this Agreement signed by both Seller and Buyer is deposited with the Escrow Agent, as provided in Section 4.1.

1.1.34 Event of Default. The occurrence of any one or more of the following:
(a) Monetary Default. A Monetary Default that continues for seven(7) calendar days after Notice to the Party in Default, specifying in reasonable detail the amount of money not paid or the bond, surety or insurance not provided; (b) Escrow Default. An Escrow Default that continues for seven (7) calendar days after Notice to the Party in Default, specifying in reasonable detail the document or funds not submitted;
(c) Bankruptcy or Insolvency. Buyer admits in writing that Buyer is unable to pay Buyer's debts as they become due or Buyer becomes subject to any Bankruptcy Proceeding(except an involuntary Bankruptcy Proceeding dismissed within ninety(90)days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of Buyer's assets or Buyer's interest in this Agreement or the Property (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within ninety(90) days);
(d) Transfer. The occurrence of a Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms or conditions of this Agreement; or (e) Non-Monetary Default. Any Non-Monetary Default, other than those specifically addressed in Section 1.1.34(c)or Section 1.1.34(d),that is not cured within thirty (30) days after Notice to the Party in Default describing the Non-Monetary Default in reasonable detail. In the case of such a Non-Monetary Default that cannot with reasonable diligence be cured within thirty (30) days after the effective date of such Notice, an Event of Default shall occur, if the Party in Default does not do all of the following: (a) within thirty (30) days after Notice of such Non-Monetary Default, advise the other Party of the intention of the Party in Default to take all reasonable steps to cure such Non-Monetary Default; (b)duly commence such cure within such thirty (30) day period; and (c) diligently prosecute such cure to completion within a reasonable time under the circumstances.

1.1.35 Federal. The federal government of the United States of America.

1.1.36 Final. Relative to issuance or denial of any Approval, when all administrative appeal periods regarding such Approval have expired, without the valid commencement of any such appeal, or all administrative appeals or challenges validly commenced regarding such Approval have been resolved to Buyer's reasonable satisfaction.

1.1.37 FIRPTA Affidavit. A certification that Seller is not a "foreign person" within the meaning of such term under Section 1445 of the United States Internal Revenue Code in the form attached hereto as Exhibit B.

1.1.38 Form 593. A California Franchise Tax Board Form 593-C. -5-
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1.1.39 Government. Any and all courts,boards, agencies, commissions, offices or authorities of any nature whatsoever of any governmental unit(Federal, State, County, district, municipal, City or otherwise) whether now or later in existence.

1.1.40 Hazardous Substance. Any flammable substance,explosive,radioactive material, asbestos, asbestos-containing material, polychlorinated biphenyl, chemical known to cause cancer or reproductive toxicity, pollutant, contaminant, hazardous waste, medical wastes, toxic substance or related material, explosive, petroleum, petroleum product or any "hazardous" or"toxic" material, substance or waste that is defined by those or similar terms or is regulated as such under any Law,including any material, substance or waste that is: (a)defined as a"hazardous substance"under Section 311 of the Water Pollution Control Act(33 U.S.C. § 1317), as amended; (b)designated as"hazardous substances"pursuant to 33 U.S.C. § 1321; (c)defined as a"hazardous waste"under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (d) defined as a "hazardous substance" or "hazardous waste" under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986,42 U.S.C. § 9601, et seq., or any so-called "superfund" or "superlien" law; (e) defined as a "pollutant" or "contaminant" under 42 U.S.C. § 9601(33); (f) defined as "hazardous waste" under 40 C.F.R. Part 260; (g) defined as a "hazardous chemical" under 29 C.F.R. Part 1910; (h) any matter within the definition of "hazardous substance" set forth in 15 U.S.C. § 1262; (i) any matter, waste or substance regulated under the Toxic Substances Control Act ("TSCA") [15 U.S.C. Sections 2601, et seq.]; (j) any matter,waste or substance regulated under the Hazardous Materials Transportation Act,49 U.S.C.

Sections 1801, et seq.; (k) those substances listed in the United States Department of Transportation (DOT)Table [49 C.F.R. 172.101]; (1) any matter, waste or substances designated by the EPA,or any successor authority,as a hazardous substance [40 C.F.R.Part 302];(m)defined as "hazardous waste" in Section 25117 of the California Health and Safety Code; (n) defined as a "hazardous substance" in Section 25316 of the California Health and Safety Code; (o) that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health,plant life, animal life, natural resources, property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source; or (p) that is or becomes regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to Law.

1.1.41 Hazardous Substance Discharge. Any deposit, discharge, generation, release or spill of a Hazardous Substance that occurs at, on, under, into or from the Property or during transportation of any Hazardous Substance to or from the Property, or that arises at any time from any construction,installation,use or operation or other activities conducted at,on,under or from the Property, whether or not caused by a Party.

1.1.42 Indemnify. Where this Agreement states that any Indemnitor shall "indemnify" any Indemnitee from, against or for a particular Claim, that the Indemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such Claim(alleged or otherwise). "Indemnified" shall have the correlative meaning.

1.1.43 Indemnitee. Any Person entitled to be Indemnified under the terms of this Agreement.
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1.1.44 Indemnitor. A Party that agrees to Indemnify any other Person under the terms of this Agreement.

1.1.45 Law. Every law, ordinance, requirement, order, proclamation, directive, rule or regulation of any Government applicable to the Property, in any way, including relating to any development, construction, use, maintenance, taxation, operation, occupancy of or environmental conditions affecting the Property, or relating to any taxes, or otherwise relating to this Agreement or any Party's rights, obligations or remedies under this Agreement, or any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted, modified, amended or imposed at some later time, subject in all cases, however, to any applicable waiver, variance or exemption.

1.1.46 Legal Costs. In reference to any Person,all reasonable costs and expenses such Person incurs in any legal proceeding or other matter for which such Person is entitled to be reimbursed for its Legal Costs, including reasonable attorneys' fees, court costs and expenses and consultant and expert witness fees and expenses.

1.1.47 Monetary Default. Any failure by either Party to pay or deposit, when and as this Agreement requires, any amount of money, bond, surety or evidence of any insurance coverage required to be provided under this Agreement, whether to or with a Party or a Third Person.

1.1.48 Non-Monetary Default. The occurrence of any of the following, except to the extent constituting a Monetary Default or an Escrow Default: (a) any failure of a Party to perform any of such Party's obligations under this Agreement; (b) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or (c) any other event or circumstance that, with passage of time or giving of Notice, or both, or neither,would constitute a breach of this Agreement by a Party.

1.1.49 Notice. Any consent, demand, designation, election, notice or request relating to this Agreement, including any Notice of Default. All Notices must be in writing.

1.1.50 Notify. To give a Notice.

1.1.51 Parties. Collectively, Seller and Buyer.

1.1.52 Party. Individually, either Seller or Buyer, as applicable.

1.1.53 Permitted Exception. All of the following: (a) all items shown in the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy that are approved by Buyer pursuant to Section 3.4; (b) any lien for non-delinquent property taxes or assessments; (c) any Laws applicable to the Property; (d) this Agreement; (e) the covenants, conditions or powers in the Seller Deed; (f)any existing improvements on the Property, if any; (g) any Approval; and (h) any other document or encumbrance expressly required or allowed to be recorded against the Property pursuant to the terms of this Agreement. -7-
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1.1.54 Person. Any association, corporation, governmental entity or agency, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization or other entity of any kind.

1.1.55 Preliminary Report. A preliminary report issued by the Title Company in contemplation of the issuance of the Buyer Title Policy, accompanied by the best available copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Buyer Title Policy.

1.1.56 Property. That certain real property specifically described in Exhibit "A" attached to this Agreement.

1.1.57 Purchase Price. Nine Hundred Ninety Eight Thousand Dollars ($998,000).

1.1.58 Seller. Eusebio Leon, as Trustee of the Leon Family Trust dated September 23, 1998 and any assignee of or successor to the rights, powers or responsibilities of.

1.1.59 Seller Deed. A deed conveying Seller's interest in the Property from Seller to Buyer, at the Close of Escrow, substantially in the form of Exhibit "C" attached to this Agreement.

1.1.60 Seller Parties. Collectively, Seller, agents and attorneys.

1.1.61 State. The State of California.

1.1.62 Third Person. Any Person that is not a Party, an Affiliate of a Party or an elected official, officer, director, manager, shareholder, member, principal, partner, employee or agent of a Party.

1.1.63 Title Company. Stewart Title of California, Inc., 11870 Pierce Street, Suite 100, Riverside, California 92505, or such other Person mutually agreed upon in writing by both Seller and Buyer.

1.1.64 Title Notice. A written notice from Buyer to Seller indicating Buyer's acceptance of the state of the title to the Property, as described in the Preliminary Report, or Buyer's disapproval or conditional approval of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy, describing in suitable detail the actions that Buyer reasonably believes are required to obtain Buyer's unconditional approval of the state of the title to the Property.

1.1.65 Title Notice Response. The written response of Seller to the Title Notice, in which Seller either elects to: (a) cause the removal from the Preliminary Report of any matters disapproved or conditionally approved in the Title Notice; (b) obtain title or other insurance or endorsement in a form reasonably satisfactory to Buyer insuring against any matters disapproved or conditionally approved in the Title Notice; or(c)not take either action described in clause"(a)" or"(b)" of this Section 1.1.65.
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1.1.66 Title Notice Waiver. A written notice from Buyer to Seller waiving Buyer's previous disapproval or conditional approval in the Title Notice of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy.

1.1.67 Transfer. Regarding any property, right or obligation, any of the following, whether by operation of Law or otherwise, whether voluntary or involuntary and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange,issuance,modification,reallocation, sale or other transfer of any Equity Interest(s) in the owner of such property, right or obligation by the holders of such Equity Interest(s); or (c) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses "(b)"or"(c)"of this Section 1.1.67, shall be deemed a Transfer by Buyer, even though Buyer is not technically the transferor. A "Transfer" shall not, however, include any of the following (provided that the other Party has received Notice of such occurrence) relating to the Property or any Equity Interest: (i) a mere change in form of ownership, with no material change in beneficial ownership, that constitutes a tax-free transaction under, as applicable, Federal income tax law or State real estate transfer tax law; (ii)a conveyance only to member(s)of the immediate family(ies)of the transferor(s)or trusts for their benefit; (iii) a conveyance only to any Person that, as of the Effective Date, holds an Equity Interest in the entity whose Equity Interest is being transferred; or (iv) an assignment of Buyer's rights under this Agreement to any Person in which Buyer owns a majority of the Equity Interests and where such Person assumes all obligations of Buyer under this Agreement.

1.1.68 Unavoidable Delay. A delay in either Party performing any obligation under this Agreement arising from or on account of any cause whatsoever beyond the Party's reasonable control, including strikes, labor troubles or other union activities, casualty,war, acts of terrorism, riots, litigation, governmental action or inaction, regional natural disasters or inability to obtain required materials. Unavoidable Delay shall not include delay caused by a Party's financial condition or insolvency.

1.1.69 Usury Limit. The highest rate of interest, if any, that Law allows under the circumstances.

2. EFFECTIVE DATE. This Agreement shall become effective on the first date on which all of the following have occurred: ("Effective Date"): (a) this Agreement has been approved by Buyer's City Council; (b) this Agreement has been signed by the authorized representative(s) of both Buyer and Seller; and (c) one (1) original of this Agreement signed by the authorized representative(s) of Buyer has been delivered by Buyer to Seller. Buyer shall send Notice of the Effective Date to Seller within five (5)days following the occurrence of the Effective Date. Seller shall sign and return a copy of such Notice to Buyer within five (5) days after receipt of such Notice.
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3. PURCHASE AND SALE OF PROPERTY

3.1 Escrow. Seller shall sell the Property to Buyer and Buyer shall purchase the Property from Seller, subject to the Permitted Exceptions and the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale of the Property from Seller to Buyer and the purchase of the Property by Buyer from Seller, pursuant to the terms and conditions of this Agreement, Seller and Buyer agree to open the Escrow with the Escrow Agent. The provisions of Section 4 are the joint escrow instructions of the Parties to the Escrow Agent for conducting the Escrow.

3.2 Payment of Purchase Price. Buyer shall purchase the Property from Seller for the Purchase Price, subject to the terms and conditions of this Agreement. Buyer shall pay the Purchase Price at the Close of Escrow in immediately available funds.

3.3 Deposit. Buyer shall deliver the Deposit to Escrow Agent within Five (5)Business Days following the Escrow Opening Date. Except as provided in Section Error! Reference source not found., the Deposit shall be fully refundable to Buyer, upon termination of this Agreement during the Due Diligence Period or as a result of the occurrence of an Event of Default by Seller. The Deposit shall become non-refundable to Buyer, as earned compensation to Seller for providing the Due Diligence Period,upon the expiration of the Due Diligence Period(without Buyer terminating this Agreement), except that the Deposit shall be refundable to Buyer upon the later termination of this Agreement as a result of City's Final refusal to issue any City Approval required for Buyer's intended use and development of the Property(as long as the Application for each such Approval is consistent with the land use and zoning designations for the Property in effect on the Effective Date) or the occurrence of an Event of Default by Seller. At the Close of Escrow, the Deposit shall be credited toward the Purchase Price for the benefit of Buyer.

3.4 Buyer's Approval of Title to Property.

3.4.1 Title Notice. Within five (5) days after the Escrow Opening Date, Buyer shall request the Preliminary Report from the Title Company and that the Title Company deliver a copy of such Preliminary Report to Seller. Within ten(10)days following Buyer's receipt of the Preliminary Report, Buyer shall send the Title Notice to both Seller and Escrow Agent.

3.4.2 Failure to Deliver Title Notice. If Buyer fails to send the Title Notice to Seller and Escrow Agent within the time period provided in Section 3.4.1, Buyer will be deemed to disapprove the status of title to the Property and refuse to accept conveyance of the Property and either Buyer or Seller shall have the right to cancel the Escrow and terminate this Agreement upon five (5) days' Notice, in their respective sole and absolute discretion.

3.4.3 Title Notice Response. Within ten(10)days following Seller's receipt of the Title Notice (if any), Seller shall send the Title Notice Response to both Buyer and Escrow Agent. If the Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or Buyer fails to deliver the Title Notice, Seller shall not be required to send the Title Notice Response. If Seller does not send the Title Notice Response, if necessary, within the time period provided in this Section 3.4.3, Seller shall be deemed to elect not to take any action in reference to the Title Notice. If Seller elects in the Title Notice Response to take any action in -1 0-
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reference to the Title Notice, Seller shall complete such action, prior to the Escrow Closing Date or as otherwise specified in the Title Notice Response.

3.4.4 Title Notice Waiver. If Seller elects or is deemed to have elected not to address one or more matters set forth in the Title Notice to Buyer's reasonable satisfaction, then within ten (10) days after the earlier of: (a) Buyer's receipt of Seller's Title Notice Response; or (b) the last date for Seller to deliver its Title Notice Response pursuant to Section 3.4.3, Buyer shall either: (i) refuse to accept the title to and conveyance of the Property, or (ii) waive Buyer's disapproval or conditional approval of all such matters set forth in the Title Notice by sending the Title Notice Waiver to both Seller and Escrow Agent. Failure by Buyer to timely send the Title Notice Waiver, where the Title Notice Response or Seller's failure to deliver the Title Notice Response results in Seller's election not to address one or more matters set forth in the Title Notice to Buyer's reasonable satisfaction, will be deemed Buyer's continued refusal to accept the title to and conveyance of the Property, in which case either Buyer or Seller shall have the right, in their respective sole and absolute discretion, to cancel the Escrow and terminate this Agreement upon ten(10) calendar days' Notice to the other Party and Escrow Agent.

3.4.5 Disapproval of Encumbrances Securing Seller Obligations.

Notwithstanding any other provision of this Agreement, Buyer disapproves any and all encumbrances against the Property securing monetary(other than non-delinquent property taxes) obligations of Seller.

3.4.6 No Termination Liability. Any termination of this Agreement or cancellation of the Escrow pursuant to this Section 3.4 shall be without liability to the other Party or any other Person. Termination shall be accomplished by delivery of a Notice of termination to both the other Party and the Escrow Agent at least ten (10) calendar days prior to the termination date. Following issuance of a Notice of termination of this Agreement pursuant to a right provided under this Agreement, the Parties and the Escrow Agent shall proceed pursuant to Section 4.13.

Once a Notice of termination is given pursuant to this Section 3.4, delivery of a Title Notice or Title Notice Waiver shall have no force or effect and this Agreement shall terminate in accordance with the Notice of termination.

3.5 Due Diligence Investigations.

3.5.1 Time and Expense. Buyer shall complete all Due Diligence Investigations within the Due Diligence Period and shall conduct all Due Diligence Investigations at Buyer's sole cost and expense.

3.5.2 Right to Enter. As of the Effective Date, Seller licenses, permits and authorizes Buyer to enter the Property for the purpose of conducting Due Diligence Investigations.

The license given by Seller in this Section 3.5 to conduct Due Diligence Investigations shall terminate with the termination of this Agreement. Any Due Diligence Investigations by Buyer shall not unreasonably disrupt any then existing use or occupancy of the Property. Buyer's exercise of the license provided pursuant to this Section 3.5 after expiration of the Due Diligence Period shall not extend the Due Diligence Period. Seller shall cooperate with Buyer in its Due Diligence Investigations and provide access to the Property, its records, or provide information to Buyer as requested so long as it is within Seller's control. -11-
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3.5.3 Limitations. Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without Seller's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Buyer shall pay all of Buyer's vendors, inspectors, surveyors, consultants or agents engaged in any inspection or testing of the Property, such that no mechanics liens or similar liens for work performed are imposed upon the Property by any such Person. Following the conduct of any Due Diligence Investigations on the Property, Buyer shall restore the Property to substantially the Property's condition prior to the conduct of such Due Diligence Investigations, subject to ordinary wear and tear. Buyer shall provide Seller with evidence of commercial general liability insurance acceptable to Seller prior to the commencement of any Due Diligence Investigations on the Property.

3.5.4 Due Diligence Completion Notice. Buyer shall deliver a Due Diligence Completion Notice to Seller prior to the end of the Due Diligence Period. If Buyer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Completion Notice indicating such acceptance, prior to the end of the Due Diligence Period, Buyer shall be deemed to have rejected the condition of the Property and refused to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by Buyer, then either Seller or Buyer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion,without liability to the other Party or any other Person, by delivery of a Notice of termination to the other Party and Escrow Agent, in which case the Parties and Escrow Agent shall proceed pursuant to Section 4.13.

3.6 Seller Covenants Regarding Maintenance of the Property. Seller covenants and agrees with the Buyer that between the Effective Date and the date of the Close of Escrow:

3.6.1 No Changes to Agreements. Seller shall not modify or amend any lease or any service contract or other agreement respecting the Property, or enter into any new lease or contract respecting the Property, without the Buyer's prior written approval;

3.6.2 Normal Maintenance. Seller shall maintain the Property in accordance with the same standards Seller has customarily observed in its ownership and management of the Property;

3.6.3 Maintenance of Insurance. Seller shall maintain in force all insurance policies (if any) currently maintained by Seller with respect to the Property; and

3.6.4 No Title Exceptions. Seller shall not cause, permit, allow or suffer any additional exception to the title of the Property.

3.7 Land Use Approvals. Seller, as owner of the Property, will reasonably cooperate with Buyer regarding Applications or Approvals made by Buyer and required for Buyer's intended use and development of the Property, such as signing development applications that are consistent with the land use and zoning designations for the Property in effect on the Effective Date, as the Property owner. Nothing in the immediately preceding sentence, nor the approval of this Agreement by Buyer shall be binding on Buyer, Buyer's City Council or any other commission, committee,board or body of Buyer regarding any Approvals required from such bodies regarding Buyer's use or development of the Property. Nothing in this Agreement,nor any action by Buyer -12-
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with reference to this Agreement or any related documents is intended to be nor shall be deemed to constitute issuance or waiver of any required Approval regarding the Property or waiver or exercise of any legislative discretion of Buyer regarding any Application,Approval or other matter relating to Buyer's intended use or development of the Property.

3.8 Seller Representations and Warranties.

3.8.1 Defaults. Seller represents and warrants that the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms of,conditions of,or constitute a default under,any instrument or obligation by which Seller is bound, or violate any order, writ, injunction or decree of any court in any litigation to which Seller is a party.

3.8.2 Survival. All the representations and warranties of Seller set forth in this Section 3.8 shall be true upon the Effective Date and shall be deemed to be repeated at and as of Close of Escrow and shall survive Close of Escrow.

3.8.3 Condemnation. Seller has not received written notice of,and is not aware of, any condemnation, eminent domain or similar action with respect to the Property.

3.8.4 Violations. Seller has not received written notice of, and is not aware of, any violations or alleged violations of (1) any local, State or Federal law, statute, rules or regulations relating to the Property,nor(2)any covenant, conditions,restriction or other document encumbering the Property.

3.8.5 Agreements. Except as disclosed in the Preliminary Report or disclosed or provided for in this Agreement, Seller has not entered into, and Seller is not aware of, any agreements that will be binding against the Property after the Close of Escrow.

3.8.6 Utilities. To the best of Seller's knowledge, all water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by law or by the normal operation of the Property, are(a)installed to the property lines of the Property,(b)connected to the Property, (c) adequate to service the Property in its present use and to permit full compliance with all requirements of law and normal usage by the occupants of the Property and (d) in good working order and repair. All such utilities and storm and sanitary sewers required for the operation of the Property enter the Land through adjoining public streets or through adjoining private land in accordance with valid public or private easements that will inure to the benefit of Buyer.

3.8.7 Litigation. To the best of Seller's knowledge, there are no actions, suits, proceedings, judgments, orders, decrees or governmental investigations pending or threatened against the Property or Seller which could affect the Property or the purchase, use or enjoyment thereof by Buyer.

3.8.8 Compliance with Laws. To the best of Seller's knowledge the Property and all existing uses and conditions of the Property are in compliance with all Environmental Laws, and Seller has not received any written notice of violation issued pursuant to any Environmental Law with respect to the Property or any use or condition thereof. -13-
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3.8.9 Hazardous Material.
(a) To the best of Seller's knowledge neither Seller nor any other present or former owner of the Property has used,handled,stored,transported,released or disposed of any Hazardous Material on,under or from the Property in violation of any Environmental Law. (b) To the best of Seller's knowledge there is no Release of any Hazardous Material existing on,beneath or from or in the surface or ground water associated with the Property.
(c) To the best of Seller's knowledge, no asbestos abatement or remediation work has been performed on the Property.
(d) To the best of Seller's knowledge, there is no PCB-containing equipment or PCB-containing material located on or in the Property.

3.9 Title to the Property. Seller has good and marketable title to the Property, subject to the Conditions of Title. There are no outstanding rights of first refusal or first look, options to purchase, rights of reverter, or claim of right relating to the transfer or sale of the Property or any interest therein. To Seller's knowledge,there are no unrecorded or undisclosed documents or other matters which affect title to the Property. No person holding a security interest in the Property or any part thereof has the right to consent or deny consent to the sale of the Property as contemplated herein, and Seller has the right to pay off such person and to remove all such liens as of the Closing Date. Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property.

3.10 Misstatements and Omissions. Neither the representations and warranties made by Seller in this Article 5 nor elsewhere in this Agreement contain any untrue statement or any omission of a material fact. Seller has no documents in its possession,nor has any knowledge,that omits material facts related to the property or which would contradict or negate any of its representations contained in this Agreement.

4. JOINT ESCROW INSTRUCTIONS

4.1 Opening of Escrow; Escrow Instructions. The purchase and sale of the Property shall take place through the Escrow to be administered by Escrow Agent. Buyer shall cause the Escrow to be opened promptly following the Effective Date. Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties.

4.2 Escrow Instructions. This Section 4 constitutes the joint escrow instructions of the Parties to Escrow Agent for conduct of the Escrow for the purchase and sale of the Property, as contemplated by this Agreement. Buyer and Seller shall sign such further escrow instructions consistent with the provisions of this Agreement as may be reasonably requested by Escrow Agent.

In the event of any conflict between the provisions of this Agreement and any further escrow instructions requested by Escrow Agent, the provisions of this Agreement shall control. -14-
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4.3 Escrow Agent Authority. Seller and Buyer authorize Escrow Agent to:

4.3.1 Charges. Pay and charge Seller and Buyer for their respective shares of the applicable fees, taxes, charges and costs payable by either Seller or Buyer regarding the Escrow;

4.3.2 Settlement/Closing Statements. Release each Party's Escrow Closing Statement to the other Party;

4.3.3 Document Recording. File any documents delivered for recording through the Escrow with the office of the Recorder of the County for recordation in the official records of the County,pursuant to the joint instructions of the Parties; and

4.3.4 Counterpart Documents. Utilize documents signed by Seller or Buyer in counterparts,including attaching separate signature pages to one original of the same document.

4.4 Buyer's Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Buyer, Buyer's obligation to purchase the Property from Seller on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Buyer) of each of the following conditions precedent to such purchase on or before the Escrow Closing Date:

4.4.1 Title Policy. Title Company is committed to issue the Buyer Title Policy to Buyer upon payment of Title Company's premium for such policy;

4.4.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer's unconditional acceptance of the condition of the Property, in accordance with Section 3.5.

4.4.3 CEQA Documents. Adoption, approval or certification of the CEQA Documents by each applicable Government, if any;

4.4.4 Seller Escrow Deposits. Seller deposits all of the items into Escrow required by Section 4.8;

4.4.5 Settlement/Closing Statement. Buyer reasonably approves Buyer's Escrow Closing Statement; and

4.4.6 Seller Pre-Closing Obligations. Seller performs all of the material obligations required to be performed by Seller pursuant to this Agreement prior to the Close of Escrow.

4.5 Seller's Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Seller, Seller's obligation to sell the Property to Buyer on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Seller) of each of the following conditions precedent to such sale on or before the Escrow Closing Date:
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4.5.1 Title. Buyer accepts the state of the title of the Property, in accordance with Section 3.4.

4.5.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer's unconditional acceptance of the condition of the Property, in accordance with Section 3.5.

4.5.3 CEQA Documents. Adoption, approval or certification of the CEQA Documents by each applicable Government, if any;

4.5.4 Buyer Escrow Deposits. Buyer deposits all of the items into Escrow required by Section 4.7;

4.5.5 Settlement/Closing Statement. Seller reasonably approves Seller's Escrow Closing Statement; and

4.6 Buyer Pre-Closing Obligations. Buyer performs all of the material obligations required to be performed by Buyer pursuant to this Agreement prior to Close of Escrow.Failure of Conditions Not Default. The Parties failure to satisfy any of the conditions set forth in Section

4.5.3 shall not constitute an Escrow Default (or any other type of Default or Event of Default) under this Agreement, unless either Party fails to exercise reasonable efforts to satisfy the conditions (which reasonable efforts shall not include litigation or other dispute resolution process); provided, however, Buyer retains its sole and absolute discretion with respect to any legislative act or approval.

4.7 Buyer's Escrow Deposits. Buyer shall deposit the following items into Escrow and, concurrently, provide a copy of each document submitted into Escrow to Seller, on or before the Escrow Closing Date:

4.7.1 Closing Funds. All monetary amounts required to be deposited into Escrow by Buyer under the terms of this Agreement to close the Escrow, all in immediately available funds;

4.7.2 Certificate of Acceptance. The Certificate of Acceptance attached to the Seller Deed signed by the authorized representative(s) of Buyer in recordable form;

4.7.3 Escrow Closing Statement. The Buyer's Escrow Closing Statement signed by the authorized representative(s) of Buyer;

4.7.4 Other Reasonable Items. Any other money or documents required to be delivered by Buyer under the terms of this Agreement or as otherwise reasonably requested by Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not previously been delivered by Buyer.

4.8 Seller's Escrow Deposits. Seller shall deposit the following items into Escrow and, concurrently,provide a copy of each document(excluding the Seller Deed) deposited into Escrow to Buyer, at least one (1) business day prior to the Escrow Closing Date:
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4.8.1 Seller Deed. The Seller Deed signed by the authorized representative(s) of Seller in recordable form;

4.8.2 Escrow Closing Statement. Seller's Escrow Closing Statement signed by the authorized representative(s) of Seller;

4.8.3 FIRPTA Affidavit. A FIRPTA affidavit signed by the authorized representative(s) of Seller, in the form used by the Escrow Agent;

4.8.4 Form 593. A Form 593 signed by the authorized representative(s) of Seller; and

4.8.5 Estoppel Certificates. The originals (or copies if originals are unavailable) of the contracts Buyer has elected to assume, if any, including but not limited to estoppel certificates from the current tenants residing on the Property in a form and substance satisfactory to Buyer.

4.8.6 Other Reasonable Items. Any other money or documents required to be delivered by Seller under the terms of this Agreement or as otherwise reasonably requested by Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not been previously delivered by Seller.

4.9 Closing Procedure. Upon Escrow Agent's receipt of written confirmation from both Buyer and Seller that each of their respective conditions precedent to the Close of Escrow are satisfied or waived, Escrow Agent shall close the Escrow by doing all of the following:

4.9.1 Recording and Distribution of Documents. Escrow Agent shall cause the following documents to be filed with the Recorder of the County for recording in the official records of the County regarding the Property in the following order of priority at Close of Escrow:
(a) the Seller Deed; and (b) any other documents to be recorded regarding the Property through the Escrow upon the joint instructions of the Parties. At Close of Escrow, Escrow Agent shall deliver conformed copies of all documents filed with the Recorder of the County for recording in the official records of the County through the Escrow to Seller, Buyer and any other Person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each conformed copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4.9.1 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of senior interests prior to junior interests, in the order provided in this Section 4.9.1;

4.9.2 Funds. Distribute all funds held by the Escrow Agent pursuant to the Escrow Closing Statements approved in writing by Seller and Buyer.

4.9.3 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service;

4.9.4 Form 593. File the Form 593 with the California Franchise Tax Board; and
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4.9.5 Title Policy. Obtain from the Title Company and deliver to Buyer the Buyer Title Policy issued by the Title Company.

4.10 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to Escrow Agent. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of Seller up to a maximum time period extension of six (6) months in the aggregate, in the City Manager's sole and absolute discretion. If for any reason (other than a Default or Event of Default by such Party) the Close of Escrow has not occurred on or before the Escrow Closing Date, then any Party not then in Default under this Agreement may cancel the Escrow and terminate this Agreement, without liability to the other Party or any other Person for such cancellation and termination,by delivering Notice of termination to both the other Party and Escrow Agent. Following any such Notice of termination of this Agreement and cancellation of the Escrow, the Parties and Escrow Agent shall proceed pursuant to Section 4.13.

Without limiting the right of either Party to cancel the Escrow and terminate this Agreement, pursuant to this Section 4.10, if the Escrow does not close on or before the Escrow Closing Date and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement under this Section 4.10 before the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement, then the Escrow shall close as soon as reasonably possible following the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement.

4.11 Cost Allocations. The following costs and expenses will be paid as follows in connection with the Closing:
(i) Buyer shall pay all sales and use taxes, recording fees for the Deed and related expenses;
(ii) Buyer shall pay the premium costs and expenses for a standard or extended ALTA coverage owner's policy of title insurance;
(iii) Seller and Buyer shall each pay one-half(1/2) of the Escrow fees; (iv) Seller and Buyer shall each pay one-half(1/2)of any and all city and/or county documentary and other transfer taxes due; and
(v) all other costs of escrow, if any, shall be paid equally by Buyer and Seller.

4.11.1 Seller shall pay real property taxes at the Close of Escrow based on the most current real property tax bill available, including any additional property taxes that may be assessed after the Close of Escrow, regardless of when notice of those taxes is received or who receives the notice. Seller may seek reimbursement from the San Bernardino County Tax Assessor's office for any property taxes that have been assessed for a period after the Close of Escrow as Buyer is a public agency exempt from payment of such taxes. Buyer further agrees to cooperate with Seller to provide any necessary information to the Assessor's office in connection with such request for refund.
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4.11.2 All utility charges shall be prorated as of the Closing Date. All utility security deposits, if any, shall be retained by Seller. All water, electric, telephone, fuel and other utility charges based on the last ascertainable bill unless meter readings are made as of the Closing Date, in which case such meter readings shall govern, subject to readjustment as provided below upon transfer of the service to the Buyer. If the apportionment is not based on an actual current reading upon the date of transfer, then upon the taking of a subsequent actual reading, the Parties shall, within five (5) days following notice of the determination of such actual reading, readjust such apportionment and Seller shall deliver to Buyer or Buyer shall deliver to Seller, as the case may be, the amount determined to be due upon such readjustment.

4.11.3 All other charges, fees and taxes levied by each and every Government relative to the conveyance of the Property through the Escrow shall be paid by the applicable Party, as customary in the County.

4.12 Escrow Cancellation Charges. If the Escrow fails to close due to Seller's Default under this Agreement, Seller shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the Escrow fails to close due to Buyer's Default under this Agreement, Buyer shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the Escrow fails to close for any reason other than the Default of either Buyer or Seller, Buyer and Seller shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any.

4.13 Escrow Cancellation. If this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement(other than due to an Event of Default by the other Party), the Parties shall do all of the following:

4.13.1 Cancellation Instructions. The Parties shall, within seven (7) Business Days following Escrow Agent's written request, sign any reasonable Escrow cancellation instructions requested by Escrow Agent;

4.13.2 Return of Funds and Documents. Within seven (7) Business Days following receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Agent (if any) or within seven (7) Business days following Notice of termination, whichever is earlier: (a) Buyer or Escrow Agent shall return to Seller all documents previously delivered by Seller to Buyer or Escrow Agent, respectively, regarding the Escrow; (b) Seller or Escrow Agent shall return to Buyer all documents previously delivered by Buyer to Seller or Escrow Agent, respectively, regarding the Escrow; (c) Escrow Agent shall, unless otherwise provided in this Agreement, return to Buyer all funds deposited in Escrow by Buyer, less Buyer's share of customary and reasonable Escrow and title order cancellation charges (if any) in accordance with Section 4.12; and (d) Escrow Agent shall, unless otherwise provided in this Agreement, return to Seller all funds deposited in Escrow by Seller, less Seller's share of customary and reasonable Escrow and title order cancellation charges (if any) in accordance with Section 4.12.
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4.14 Report to IRS. After the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service under applicable Federal law, if such report is required pursuant to Internal Revenue Code Section 6045(e), Escrow Agent shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099-B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e). Concurrently with the filing of such reporting form with Internal Revenue Service, Escrow Agent shall deliver a copy of the filed form to both Seller and Buyer.

4.15 Damage, Destruction and Condemnation. This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as set forth in Section 1662 of the California Civil Code as supplemented and modified by this Section 4.15. Seller shall promptly notify Buyer in writing of any material damage to the Property and of any taking or threatened taking of all or any portion of the Property. Within ten (10) days after receipt of such notice, Buyer shall determine whether a material part of the Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Property. As used herein, (a)the destruction of a"material part" of the Property shall be deemed to mean an insured or uninsured casualty to the Property having an estimated cost of repair which in the reasonable judgment of Buyer equals or exceeds $200,000 and (b) a taking by eminent domain of a portion of the Property shall be deemed to affect a "material part" of the Property if in the reasonable judgment of Buyer the estimated value of the portion of the Property taken exceeds $200,000. Upon making its determination,Buyer shall notify Seller in writing of the results of such determination. Buyer may elect, by written notice delivered to Seller within twenty (20) days after giving Seller notice of such determination, to terminate this Agreement in accordance with Section 5.1 if a material part of the Property has been damaged or if such taking has affected or will affect a material part of the Property. If Buyer does not so terminate, (i) in the case of damage to the Property(whether or not material), Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage, if any, and (ii) in the case of a threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the Closing Seller's entire right, title and interest in the proceeds thereof. The Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Section.

4.16 Notice to Tenants. Within ten (10) days upon the Close of Escrow, Seller shall deliver to each tenant occupying the Property immediately after the Closing a notice regarding the sale and advising that all future payments of rent and other payments due under the tenant's respective leases are to be made to Buyer at an address designated by Buyer. in a form satisfactory to Buyer, or such other form as may be required by applicable state law.

5. REMEDIES

5.1 Buyer's Termination.This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events,provided that Buyer is not then in material breach of this Agreement: (a)any condition to Closing contained in Section

4.4 has not been satisfied or waived by Buyer by the Closing Date; or(b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4; or Section 4.15 (damage or condemnation). In such event,the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. -20-
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5.2 Seller's Termination. Provided that Seller is not then in material breach of this Agreement,this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.5 has not been satisfied or waived by Seller by the Closing Date.

5.3 Buyer's Remedies. If Seller breaches this Agreement and such breach is not cured by Seller within five (5) days of receiving notice of such default, and the Closing does not occur as a result thereof(a "Seller Default"), Buyer's sole and exclusive remedy shall be to either: (i) terminate this Agreement by delivery of written notice to Seller and Escrow Holder, and Escrow Holder shall return the Deposit to Buyer, with the interest earned thereon, if any, whereupon this Agreement shall terminate and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except those that are expressly provided in this Agreement to survive the termination hereof; or (ii) seek all remedies it may have hereunder or at law, including continuing this Agreement and seek specific performance of Seller's obligations hereunder,provided that any such action for specific performance must be commenced within one hundred eighty (180) days after such default, and if Buyer prevails thereunder, Seller shall reimburse Buyer for all legal fees, court costs, and all other actual costs of such action. No termination of the Escrow by Buyer following a breach by Seller shall be deemed to waive such breach or any remedy otherwise available to Buyer.

5.4 Seller's Remedies.
(a) Seller's Remedies/Liquidated Damages. IF BEFORE THE CLOSE

OF ESCROW BUYER FAILS TO COMPLY WITH OR PERFORM BUYER'S OBLIGATIONS

UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN FIVE BUSINESS DAYS

AFTER SELLER'S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE

DEPOSIT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER BUYER'S APPROVAL PERIOD; AND (III) EXERCISE THE OTHER RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER

TERMINATES THIS AGREEMENT BY REASON OF BUYER'S DEFAULT, UPON THE

DISBURSEMENT OF THE DEPOSIT TO SELLER, BUYER AND SELLER SHALL BE

RELIEVED OF ANY FURTHER OBLIGATION TO EACH OTHER WITH RESPECT TO THIS

AGREEMENT AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER: THAT SELLER WILL INCUR SUBSTANTIAL DAMAGES AS A RESULT

OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM BUYER'S OBLIGATIONS UNDER THIS AGREEMENT; THAT IT IS EXTREMELY DIFFICULT AND

IMPRACTICAL TO CALCULATE AND ASCERTAIN AS OF THE EFFECTIVE DATE OF

THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE

EXTENT TO WHICH SELLER MAY BE DAMAGED BY BUYER'S DEFAULT IN LIGHT

OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER'S ACTUAL DAMAGES AS A RESULT OF SUCH DEFAULT BY BUYER.
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SELLER'S INITIALS BUYER'S INITIALS
(b) Waiver of Specific Performance. SELLER HEREBY WAIVES

THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER'S

OBLIGATION TO PURCHASE THE PROPERTY AND SELLER AGREES THAT SELLER

CAN BE ADEQUATELY COMPENSATED IN MONEY DAMAGES IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. SELLER

ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL

PART OF THE CONSIDERATION BEING GIVEN TO BUYER FOR ENTERING INTO THIS

AGREEMENT AND THAT BUYER WOULD BE UNWILLING TO ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE PROVISIONS OF THIS PARAGRAPH.

SELLER'S INITIALS BUYER'S INITIALS

5.5 Legal Actions. Either Party may institute legal action,at law or in equity,to enforce or interpret the rights or obligations of the Parties under this Agreement or recover damages, subject to the provisions of this Agreement, as applicable.

5.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies for the same Default or the same rights or remedies for any other Default by the other Party.

6. GENERAL PROVISIONS

6.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

6.2 Tax Deferred Exchange. Either Buyer or Seller shall cooperate with the other in effectuating disposition of the Property pursuant to a tax deferred exchange. The exchanging Party shall indemnify and hold the non-exchanging Party harmless from any liability, damage and additional cost,expense or claim regarding any such exchange. Further,the non-exchanging Party shall not be required to act as a purchaser or seller of any property other than the Property, consistent with the terms and conditions of this Agreement. Notwithstanding any provision of this Agreement to the contrary, including this Section 6.2, any exchange described in this Section 6.2 shall not delay the Close of Escrow for any reason.

6.3 Notices, Demands and Communications Between the Parties.

6.3.1 Delivery. Any and all Notices submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and sent by messenger for immediate personal delivery, nationally recognized overnight (one Business Day) delivery service(i.e.,United Parcel Service,Federal Express,etc.)or by registered or certified United States mail,postage prepaid, return receipt requested, to the address of the recipient Party, as designated in Section 6.3.2. Notices may be sent in the same manner to such other addresses as either Party may from time to time designate by Notice in accordance with this Section 6.3. Notice shall be -22-
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deemed received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that the Notice is sent by messenger for immediate personal delivery, one Business Day after delivery to a nationally recognized overnight delivery service or three (3) calendar days after the Notice is placed in the United States mail in accordance with this Section 6.3. Any attorney representing a Party may give any Notice on behalf of such Party.

6.3.2 Addresses. The Notice addresses for the Parties, as of the Effective Date, are as follows:

To Buyer: City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attention: City Manager
(T)(909) 931-4100
With a Copy to: Best Best Krieger, LLP
2855 E. Guasti Road, Suite 400
Ontario, CA 91761
Attention: Jessica Lomakin
(T)(909)371-9114
[email protected]
To Seller: Leon Family Trust
Eusebio Leon- Trustee
1516 N. Euclid Avenue,
Upland, CA 91786-2303
With Copy to: Elizabeth Leon

6.4 Relationship of Parties. The Parties each intend and agree that Seller and Buyer are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture or similar business arrangement, relationship or association between them.

6.5 Non-liability of Buyer Officials and Employees. No elected official or employee of Buyer shall be personally liable to Seller, or any successor in interest to Seller, in the event of any Default by Buyer under this Agreement or for any amount that may become due to Seller or to Seller's successor, or on any obligations under the terms of this Agreement, except to the extent resulting from the negligence or willful misconduct of such elected official or employee.

6.6 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to Business Days in this Agreement shall mean consecutive Business Days. -23-
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6.7 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation, drafting and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A word, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words"include"and"including"in this Agreement shall be construed to be followed by the words:
"without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to a document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word "or" in this Agreement includes the word "and." Every reference to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended, modified, renumbered, superseded or succeeded, from time to time.

6.8 Governing Law. The procedural and substantive laws of the State shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws, principles, or statutes. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the County. All legal actions arising from this Agreement shall be filed in the Superior Court of the State in and for the County or in the United States District Court with jurisdiction in the County.

6.9 Unavoidable Delay; Extension of Time of Performance.

6.9.1 Notice. Performance by either Party under this Agreement shall not be deemed or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (a) within twenty (20) days after such Party knows of any such Unavoidable Delay; and (b) within twenty (20) days after such Unavoidable Delay ceases to exist. The extension of time for performance under this Agreement resulting from the occurrence of an Unavoidable Delay shall commence on the date of occurrence of the condition causing the Unavoidable Delay. Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise reasonable efforts to cure the condition causing the Unavoidable Delay,within a reasonable time.

6.9.2 Assumption of Economic Risks. EACH PARTY EXPRESSLY

AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF EITHER PARTY

SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET

CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF

EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS

AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF

EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE

CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF

UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES OR MARKET

DEMAND OR CONDITIONS AND WAIVE, TO THE GREATEST EXTENT ALLOWED BY -24-
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LAW, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART

ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE

PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER OF

THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN

MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR DELAY

THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE

PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR

MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE EFFECTIVE DATE.

Initials of Authorized Initials of Authorized
Seller Representative(s) Buyer Representative(s)

6.10 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersede all prior agreements, including any previous letter of intent or terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement.

6.11 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party.

6.12 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect(to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court,or the validity or enforceability of this Agreement as a whole.

6.13 References. Unless otherwise indicated, (a) all Article, Section, Schedule and Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for performance shall be extended to the next business day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.

6.14 Confidentiality and Publicity. Buyer is a public entity and as such,this Agreement, upon its presentation for approval at Buyer's City Council at a duly called and agendized public -25-
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meeting, shall be subject to the Public Records Act and the Freedom of Information Act. No press release or other public disclosure may be made by Seller or any of its agents regarding Buyer's intent for this Property this transaction without the prior consent of Buyer.

6.15 Time. Time is of the essence in the performance of the parties' respective obligations under this Agreement.

6.16 Attorneys' Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and costs of defense paid or incurred in good faith.

6.17 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. However, except in connection with an exchange contemplated under Section 11.12,neither Seller nor Buyer shall have the right to assign all or any portion of its interest in this Agreement.

6.18 Further Assurances. The parties shall deliver such additional documents or take such additional actions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.

6.19 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action over against any party to this Agreement.

6.20 Counterparts/Facsimile/PDF Signatures. This Agreement may be executed in counterparts and when so executed by the parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the parties, notwithstanding that the parties may not be signatories to the same counterpart or counterparts. The parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

6.21 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party. [Signatures on following page]
-26-
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SIGNATURE PAGE
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date:

BUYER:

City of Upland, a municipal corporation
By
Its
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST &KRIEGER LLP
By:

City Attorney
SELLER:

Eusebio Leon, as Trustee of the Leon Family Trust
dated September 23, 1998
By
Eusebio Leon, Trustee
-27-
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Acceptance by Escrow Holder
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein.

Dated: November , 2023 Stewart Title Company
By:

Name:

Title:
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EXHIBIT A
Property Legal Description
Lot 25 of Tract No. 6111, in the City of Upland, in the County of San Bernardino, in the State of California, as shown by the Map on the file recorded May 31, 1962, in Book 83,Page 62 of Maps, Records of San Bernardino, California.

Excepting therefrom all minerals, ores,precious or useful metals, substances and hydrocarbons of every kind and character, including in part,petroleum, oil, gas, asphaltum and tar, in or under said land, lying below the depth of 500 feet from the surface, but without the right to enter upon the surface of the said land,by Deed recorded September 18, 1968,in Book 7095,Page 883,of Official Records of said County.

APN: 1046-351-12-0-000
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EXHIBIT B
Transferor's Certification of Non-Foreign Status
Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the CITY OF UPLAND, a municipal corporation (the "Transferee"), that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by (the "Transferor"), the undersigned hereby certifies the following on behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate(as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2. The Transferor's U.S. employer identification number is ; and

3. The Transferor's office address is .

The Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

DATED: , 2023.

By:

Name:
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EXHIBIT C
Grant Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
ATTN: City Clerk

EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTION 27383

SPACE ABOVE THIS LINE FOR RECORDERS USE
APN: 1046-351-12
Grant Deed
The undersigned Grantor(s)declare(s): City of Upland is exempt from property taxes Documentary transfer tax is$0.
❑ Computed on full value of property conveyed,or
❑ Computed on full value less value of liens and encumbrances remaining at time of sale. ❑ Unincorporated area ® City of Upland and
FOR A VALUABLE CONSIDERATION,receipt of which is hereby acknowledged, Eusebio Leon,as Trustee of the Leon Family Trust dated September 23, 1998 hereby GRANT(S)to
The City of Upland
the following described real property in the City of Upland County of San Bernardino
State of California:

SEE ATTACHED EXHIBIT A
[SIGNATURES ON FOLLOWING PAGES]
46708.00203\41767424.1

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GRANTOR:

Eusebio Leon, as Trustee of the Leon Family Trust dated September 23, 1998

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
COUNTY OF )
On , 20 before me, ,Notary Public,
personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: (seal)
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EXHIBIT "1"
TO

GRANT DEED
Legal Description
Lot 25 of Tract No. 6111, in the City of Upland, in the County of San Bernardino, in the State of California, as shown by the Map on the file recorded May 31, 1962, in Book 83,Page 62 of Maps, Records of San Bernardino, California.

APN: 1046-351-12-0-000
(End of Legal Description)
46708.00203\41767424.1

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CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by the Grant Deed dated , 2023, from , to the City
of Upland, a municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of ,pursuant to the authority conferred by Resolution No. , adopted by the City Council of the City of Lafayette on , and the Grantee consents to recordation thereof by its duly authorized officer.

Dated: , 2023 CITY OF UPLAND
By
46708.00203\41767424.1

Page 212 of 213 ends

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Upland City CouncilNovember 27, 2023

Upland City Council
November 27, 2023