Upland City Council
June 10, 2024

10 21. Notice

Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

DISTRICT:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: Public Works Director
Public Works Department
CONSULTANT:

Kimley Horn
1100 Town & Country Road, Suite 700
Orange, CA 92868
Attn: Jason Melchor, PE
Project Manager

and shall be effective upon receipt thereof.

22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

23. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,

11 burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

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

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

29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]

12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

AND KIMLEY HORN

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

CITY OF UPLAND Kimley Horn (two signatures required for Corporations. President OR Vice President AND
Secretary OR Treasurer REQUIRED)

By: By:

Michael Blay
City Manager Its:

Printed Name:

ATTEST:

By: By:

Keri Johnson
City Clerk Its:

Printed Name:

APPROVED AS TO FORM:

By:

Stephen Deitsch
City Attorney

13 EXHIBIT A

DESCRIPTION OF WORK SCOPE

Task 1: Project Administration, Coordination and Meetings

Coordination and Overall Task Management. The Consultant shall manage the work and any sub-consultant efforts to deliver the Scope of Services and shall provide the following:
• Project coordination -- Overall task coordination with the City and team members; • Meetings -- Consultant shall have a kickoff meeting (in -person), monthly progress meeting (in person or by video conference), and up to an additional two meetings or workshops with the City’s Public Works Committee.
• Status Report and Schedule Updates -- Prepare monthly status reports summarizing the efforts performed for each monthly progress meeting. Include a graphical schedule in Microsoft Project or other format approved by the City and budget updates; and • Quality Control -- Oversee the review and quality control efforts for this project. • Invoices – Consultant shall provide monthly invoices in a format that clearly states staff hours for each task performed, corresponding hourly rates, percent bu dget expended and percent completion of corresponding task. The invoices submitted will be used by the City to request reimbursements from Caltrans. It will be the responsibility of the Consultant to ensure that the billing rates meet Caltrans requirements.

Deliverables:

Monthly meeting agenda, minutes, monthly progress report including action items tracking table, updated project schedule & budget and monthly invoices.

Task 2: Review and Assess Existing Signal Hardware

The Consultant shall perform an inventory of the City’s existing signal hardware for each traffic signal.

The Consultant may review available traffic signal as-built plans, inventory databases and conduct field reviews to verify existing signal hardware for each traffic signal. An E xcel spreadsheet database shall be prepared to summarize the signal hardware for the traffic signals.

Consultant shall determine for each traffic signal what signal hardware needs to be upgraded to meet the goal of the grant project.

Deliverables:

A database (Excel spreadsheet) for traffic signal hardware for each traffic signal and signal indications that need to be replaced or upgraded: the type, quantities for each type, and the corresponding installed costs.

Task 3: Cost Determination and Traffic Signals to be Upgraded

Based on the database prepared in Task 2 above, the Consultant shall prepare an analysis as to which traffic signals in the City shall be upgraded given the grant amount. The Consultant shall explain the methodology used for the bud get analysis, and in collaboration with city staff, shall prepare a final list of traffic signals for upgrades that will meet the priorities of the City, and the signal hardware upgrades and quantities will be consistent with the grant

14 application and proposed total project cost. It is anticipated that 3% of the total project budget will be reserved for project management/contract administration by city staff.

The goal of this task is to determine the traffic signals that need to have signal hardware upgrades and will be included in the PS&E package, and that the total project cost will be within the available budget.

The spreadsheet may also be used for the Estimate in Task 4.

Deliverables:
1) A Cost Analysis for Project Budget
2) Signal Hardware Upgrade Spreadsheet with costs and the recommended traffic signals to be included in the PS&E package.

Task 4: Preparation of PS&E Bid Package

The Consultant shall propose an approach to prepare the PS&E bid document in an efficient and cost-effective manner. After the installation of the new signal hardware is completed, the City intends to incorporate the signal hardware design plans with the latest available as - built plans for each traffic signal, where available and practical, as records of drawing.

The PS&E package will be prepared in accordance with Caltrans State funded project requirements.

Deliverables:

A PS&E package suitable for contract bidding and construction using state funds.

Task 5: Construction Funding Allocation Request Package

The Consultant shall prepare the necessary Request for Funding Allocation package in accordance with Caltrans requirements to obtain the necessary construction funding approval (State Fund Finance Letter).

Deliverables:

1) Request for Funding Allocation package for construction to Caltrans for approval.

Task 6: Contract Bidding Support

The Consultant shall provide technical support during contract bidding. Consultant may be requested by City to prepare responses to RFIs received by the City during c ontract bidding and perform other related tasks in reviewing contract bids.

Deliverables:

Responses to RFIs received by City.

Task 7: Construction Technical Support (Optional Task)

15 The Consultant may be requested to provide technical support during construction of the project. This item is optional, and is to be on a time and material, not-to-exceed basis. Note that this line item shall be part of the total project cost.

Deliverables:

Provide consultation and advice on technical issues during construction.

Task 8: Traffic Signal Street Name Signs Replacement (Optional Task)

This task involves determining the number of missing street name signs on traffic signals, the corresponding intersections, and cost of replacing them. This line item wil l be separate from the grant project costs.

Deliverables:

1. Traffic Signal locations with missing street name signs and their corresponding replacement costs.

ADDITIONAL SERVICES
The need for additional type services may be required during the term of the contract. The interested Consultant shall submit a fee schedule for key staff which may be directly involved in the works outside of the scope of services above. This fee schedule shall be on an hourly basis.

16 EXHIBIT B

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DATE: June 10, 2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: CHRIS ALANIS, INTERIM PUBLIC WORKS DIRECTOR

BOB CRITCHFIELD, ENGINEERING MANAGER
SUBJECT: SENATE BILL 1 (SB1) ROAD MAINTENANCE AND REHABILITATION ACCOUNT

FUNDING AND PROJECT LIST

RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution approving a list of projects for Fiscal Year 2024 -2025 funded by Senate Bill 1: Road Repair and Accountability Act of 2017.

GOAL STATEMENT
The proposed action supports the City’s goal to maintain and improve the City’s public roadway facilities.

BACKGROUND
On April 18, 2017, the Governor signed Senate Bill 1 (SB1), also known as the Road Repair and Accountability Act of 2017; created the Road Maintenance and Rehabilitation Program to address deferred maintenance on the State’s multimodal transportation network; and created the Road Maintenance and Rehabilitation Account (RMRA) for the deposit of various funds for the program. To fund this program, SB1 increased several taxes and fees (fuel tax, value- based transportation fee, price-based excise tax and zero emissions vehicle fee) and provided for inflationary adjustments so that the purchasing power of the revenues does not diminish. A percentage of RMRA funding will be apportioned by formula to eligible cities and counties for basic road maintenance, rehabilitation, and critical safety projects on the local streets and roads system.

ISSUES AND ANALYSIS
In order to receive an apportionment of RMRA funds in a fiscal year, the City must annually approve a list of projects (Exhibit ‘A’) to be constructed with RMRA funding and must submit the list to the California Transportation Commission. The list of projects must include a description and location of each proposed project, a proposed schedule, and the estimated useful life of the improvement.

The RMRA requires that local agencies maintain and report a local Maintenance of Effort (MOE) to ensure that new road funds do not supplant existing levels of City general revenue spending on streets and roads. The MOE requires the City to maintain a general fund spending at no less than the average of 2009-10, 2010-11, and 2011-12 fiscal years.

Audits are performed to ensure the MOE requirements are met. Upland’s MOE requirement for FY 2024-25 is estimated to be $2,280,631.

ENVIRONMENTAL DETERMINATION
There is no environmental impact for approving the FY 2024 -25 RMRA project list. Road maintenance projects are typically exempt from CEQA as the resultant pavement rehabilitation work falls under CEQA Categorical Exemption pursuant to State CEQA Guidelines Section 15301 Class 1 (Existing Facilities) and Section 15302 Cl ass 2 (Replacement or Reconstruction).

FISCAL IMPACTS
There is no fiscal impact associated with adoption of a Resolution approving a project list for the RMRA.

Upland’s estimated RMRA funds for FY 2024 -25 is $2,044,977 (Exhibit ‘B’) and the revenue is included in the FY 2024-25 RMRA Fund budget.

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Determined to be Categorically Exempt pursuant to State CEQA Guidelines Section 15301 Class 1 (Existing Facilities) and Section 15302 Class 2 (Replacement or Reconstruction).

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA ADOPTING A LIST OF PROJECTS
FOR FISCAL YEAR 2024-2025 FUNDED BY SB 1: THE ROAD
REPAIR AND ACCOUNTABILITY ACT OF 2017

WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and

WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of Upland are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and

WHEREAS, the City must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and

WHEREAS, the City will receive and estimated $2,044,977 in RMRA funding in Fiscal Year 2024-25 from SB 1; and

WHEREAS, this is the eighth year in which the City is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and

WHEREAS, the City conducts a review process to ensure public input into our community’s transportation priorities/the project list; and

WHEREAS, the City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost- effective projects that also meet the communities priorities for transportation investment; and

WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate its streets this year and similar projects into the future; and

WHEREAS, the State requires the City create an SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co- benefits statewide.

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

Section 1. The above recitals are true and correct.

Resolution No.

Page

Section 2. The City of Upland is adopting the fiscal year 2024-25 list of projects planned to be funded in-part or solely with Road Maintenance and Rehabilitation Account revenues provided in Exhibit A.

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

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

Section 4. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

Section 5. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 6. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 10th day of June, 2024.

Bill Velto, Mayor

I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 10th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Project Title Project Description Project Location Proposed Start
Date
Proposed
Completion
Date
Estimated
Useful
Life
Estimated
Project
Cost
14th Street Rehabilitation
Project 70005

0.70 miles of asphalt pavement
rehabilitation, replacement of damaged
curbs, gutters, sidewalks, handicap
ramps, and re-striping.
14th Street, from Campus
Ave. to Grove Ave
7/1/2021 6/30/2026 20 Years $2,081,000
Mulberry Avenue Reconstruction
Project 70006

0.17 miles of asphalt pavement
rehabilitation, replacement of damaged
curbs, gutters, sidewalks, handicap
ramps, and re-striping. Project also
includes water infrastructure under
separate funding.

Mulberry Avenue, from Foothill
Blvd. to Pine Street
7/1/2021 12/31/2024 20 Years $1,121,000
Foothill Blvd. Rehabilitation Project
70015

0.61 miles of asphalt pavement
rehabilitation, replacement of damaged
curbs, gutters, sidewalks, handicap
ramps, and re-striping. Project will also
include water infrastructure replacement
under separate funding.

Foothill Blvd., from Benson
Avenue to Mountain Avenue
7/1/2022 8/30/2025 20 Years $5,148,000
Foothill Blvd. Rehabilitation Project
70016

0.55 miles of asphalt pavement
rehabilitation, replacement of damaged
curbs, gutters, sidewalks, handicap
ramps, and re-striping. Project will also
include water infrastructure replacement
under separate funding.

Foothill Blvd., from Mountain
Avenue to San Antonio
Avenue
7/1/2022 8/30/2025 20 Years $4,904,000
Foothill Blvd. Rehabilitation Project
70017

0.53 miles of asphalt pavement
rehabilitation, replacement and
installation of curbs, gutters, sidewalks,
handicap ramps, and re-striping.

Foothill Blvd., Benson Avenue
to Central Avenue
7/1/2023 6/30/2027 20 Years $4,491,000

EXHIBIT 'A'
City of Upland, California
SB 1 - Road Maintenance and Rehabilitation
FY 2024-2025 Project List

EXHIBIT 'B'

DATE: June 10, 2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: CHRIS ALANIS, INTERIM PUBLIC WORKS DIRECTOR

ALAN FRENCH, PRINCIPAL ENGINEER

YESENIA DIAZ, ASSISTANT ENGINEER
SUBJECT: CONSIDER APPROVAL OF A REIMBURSEMENT AGREEMENT FOR TRACT MAP 20647,

LOCATED AT THE NORTHWEST CORNER OF FIRST AVENUE AND A STREET

RECOMMENDED ACTION:

It is recommended that the City Council approve the Reimbursement Agreement for Tract Map 20647; and authorize the City Manager, or his designee, to execute the agreement and any subsequent amendments within the City Manager’s signing authority and allocate funds for the cost of improvements.

GOAL STATEMENT
The proposed action supports the City's goal of collaboration with private enterprises to form successful partnerships and establish equitable projects without impacts to the City or its residents and to adhere to a review schedule for the processing of development proposals in an efficient, professionally responsive, and courteous manner.

BACKGROUND
In compliance with conditions of approval for Tract Map 20647, which were approved by the Planning Commission at the October 25, 2023 meeting, the owner is required to install some improvements as part of developing the site on the northwest corner of First Avenue and “A” Street. These improvements will upgrade some of the water infrastructure in the downtown area. To extend that upgrade and to take advantage of the economy of scale and road closures needed for the development, the City wishes to include the construction of a waterline in 9th Street and some pavement repairs on First Avenue.

The Development is required to improve the fronting infrastructure as part of the normal development process, including water lines. These improvements will upgrade the existing 4” waterline to an 8” line, but only in First Avenue and tie it back into a 4” line in 9th Street. Extending the 8” line in 9th Street to the west will provide additional capacity and further the goal of upgrading 4” sections of the water line to 8” lines.

ISSUES AND ANALYSIS
The City wishes to include this work in the Developers project as it will be a timely addition to the system and increase the reliability of the water line in this area. To include the work, the City and Developer need to enter into an agreement to disclose the terms of the work and its limits, costs for the improvements, and methods of payment and project requirements. The agreement and location map are provided as attachments.

The agreement is the result of multiple staff discussions and meetings with the developer as well as an analysis of the limits and waterline and road costs. The terms of the agreement include reimbursement for costs of the waterline in 9th Street including road work and road work in the north portion of the waterline in First Avenue. It also includes requirements for reimbursement, payments, and the scope of work.

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
The Reimbursement Agreement proposed with this agenda item would require allocating $150,000 to the General Fund including $50,000 from the Gas Tax Fund account number 2047500-5540-74017 for the road repair work on 1st Avenue and $100,000 from the Water Fund account number 6407500-5540-74017 to cover the costs associated with the construction of the water main in 9th Street per the agreement.

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Not a Project

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REIMBURSEMENT AGREEMENT (8” WATERLINE PROJECT/UPLAND)
THIS REIMBURSEMENT AGREEMENT (8” Waterline Project) (this “Agreement”) is made this _____ day of____________, 2024 (the “Effective Date”), by and between THE CITY OF UPLAND, a public body corporate and politic (the “City”),whose address is 460 N. Euclid Avenue, Upland, CA 91786, and CITY VENTURES HOMEBUILDING, LLC, a Delaware limited liability company (“Developer”), whose address is 3121 Michelson Drive, Suite 150, Irvine, CA 92612, with reference to the following facts. The City and Developer are sometimes referred to individually in this Agreement as “party” and collectively as “parties.”

RECITALS
A. The City and Developer are parties to that certain Housing Disposition and Development Agreement dated November 28, 2022 (the “DDA”). Each of the initially capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meaning given to it in the DDA.

B. CITY VENTURES CONSTRUCTION, INC., a Delaware corporation, an affiliate of Developer (“Contractor”), holds an active contractor’s license issued by the Contractors State License Board (License No. 1003565).

C. The purpose of this Agreement is to provide for the performance of the Waterline Work (as hereinafter defined) in order to satisfy Conditions of Approval Nos. 60.38 and 60.39 for Tract 20647 in the City of Upland.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and Developer do hereby agree as follows:

1. Definitions. For the purpose of this Agreement, the following initially capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings set below:

1.1 “Waterline” means a cement mortar lined and coated pipe having a diameter of 8” to be laid and jointed in accordance with the City’s Standards and Special Provisions in the locations depicted in pink, orange and blue on the site plan attached hereto as Exhibit A (the “Site Plan”).

1.2 “City’s Special Provisions” means those City’s Standards and Special Provisions, Constructions Methods and General Provisions which are applicable to the Waterline Work, which applicable provisions are attached hereto as Exhibit B.

1.3 “Waterline Work” means the work necessary to construct and install the Waterline including, without limitation, the removal and replacement of asphalt and trenching.

1.4 “Civil Engineer” means C&V Consulting, Inc., or another civil engineer selected by Developer and reasonably acceptable to the City.

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1.5 “Civil Engineer’s Contract” means a contract between Contractor and Civil Engineer for the preparation of the plans and specifications for the Waterline Work.

1.6 “Waterline Plans” means those plans and specifications for the Waterline Work to be prepared by the Civil Engineer and approved by the City.

1.7 “Waterline Segments” means the Blue Segment, the Orange Segment and the Pink Segment which are shown on the Site Plan.

1.8 “Blue Segment” means the portion of the Waterline depicted in blue on the Site Plan, having an approximate length of 180 feet and which will connect at its southerly terminus with the waterline being constructed by the City which is depicted in red on the Site Plan and on its northerly terminus with the Orange Segment. The Blue Segment is located in 1st Avenue.

1.9 “Orange Segment” means the portion of the Waterline depicted in orange on the Site Plan, having an approximate length of 150 feet and which will connect at its (i) northerly terminus in 9th Street with the Pink Segment and (ii) southerly terminus in 1st Avenue with the Blue Segment.

1.10 “Pink Segment” means the portion of the Waterline shown in pink on the Site Plan, having an approximate length of 180 feet.

1.11 “Construction Contract” means a construction contract between Developer and Contractor for the Waterline Work which provides, inter alia, that Contractor shall be paid no contractor’s fee or fee general conditions in connection with the Waterline Work,

1.12 “Subcontractor” means a contractor licensed as class A or C34 in the State of California who has not less than five (5) years experience performing work similar to the Waterline Work and is selected in accordance with the provisions set forth in Section 3 below.

1.13 “Subcontract” means a contract between Contractor and Subcontractor for the performance of the Waterline Work substantially in the form customarily used by Contractor, a copy of which is attached hereto as Exhibit C. The Subcontract shall divide the Waterline Work and the cost thereof among the Blue Segment, the Orange Segment and the Pink Segment, and shall include line items for (i) the cost of the pipe comprising the Waterline, (ii) the R&R Expense and (iii) the cost of trenching.

1.14 “R&R Expense” means the cost of removing and replacing the asphalt concrete roadway to the extent necessary to construct the Waterline.

1.15 “City’s Reimbursement Obligation” means the obligation of the City to reimburse Developer for all amounts paid by Contractor under the Subcontract, excepting only (i) as to the Blue Segment, all costs shown on the Subcontract relating thereto other than costs for change orders arising from unforeseen conditions, which change order cost payment allocation shall be subject to future negotiation between the parties if and when change orders are needed, and (ii) as to the Orange Segment, all costs shown on the Subcontract relating thereto other than R&R Expense, (the cost of asphalt trenching and removal shall be exclusively

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the payment obligation of Developer), and costs for change orders arising from unforeseen conditions, which change order cost payment allocation shall be subject to future negotiation between the parties if and when change orders are needed. As to the Pink Segment, the City’s Reimbursement Obligations shall include costs with respect thereto shown on the Subcontract as well as the costs for change orders resulting from unforeseen conditions.

2. Waterline Plans and Permit. As soon after the Effective Date as is reasonably practicable, Contractor shall enter into the Civil Engineer’s Contract with the Civil Engineer to prepare the Waterline Plans and, upon receipt, submit the Waterline Plans to the City for plan check. The City agrees to expedite its plan check of the Waterline Plans and, upon the City’s approval of the Waterline Plans, the City shall issue a permit for the Waterline Work. The City agrees to reimburse Developer for thirty-five percent (35%) of Developer’s costs incurred (i) in preparing the Waterline Plans. Such reimbursement payment shall be made by the City to Developer within forty-five (45) days after (i) Developer’s submittal of paid invoices for the preparation of the Waterline Plans. The City will credit plan check, permit and inspection fees to the Developer at the time of submittal for those items in the amount of 35% (“Developer’s Credit”). Developer has an accrued Developer’s Credit in the amount of $2,027.00 arising from Developer’s payment of plan check fees in the amount of $5,790.00. That accrued Developer’s Credit and any future Developer’s Credits shall be applied against the next permit, plan check and inspection fees that Developer becomes obligated to pay. In addition, in order to facilitate the timely execution of the Waterline Work, the City agrees to allow Developer to close portions of First Avenue and Ninth Street at no additional cost to Developer or Contractor for such period of time as is reasonably necessary for the Waterline Work to be completed.

3. Selection of Subcontractor. Upon completion of the Waterline Plans, Contractor shall obtain no fewer than two (2) bids for the performance of the Waterline Work from contractors who meet the qualifications for the Subcontractor and, after submitting those bids to the City and consulting with the City in connection therewith, Contractor shall select the Subcontractor and enter into the Subcontract with the Subcontractor. Contractor agrees to select the lower or lowest of the bids unless Contractor believes there are good reasons to select another to be the Subcontractor. Developer shall obtain and provide to the City a Payment Bond and Performance Bond for the full amount of the Subcontract. All Subcontracts shall include provisions requiring that the Subcontractor shall maintain in place general liability, auto and other insurance typically required by the City in similar contracts. The insurance obligations set forth in the preceding sentence may be satisfied by naming the City as an additional insured on the insurance policies which Subcontractor is obligated to provide to Contractor under the form of subcontract attached hereto as Exhibit C. The selection of the Subcontractor and the Subcontract shall be subject to approval by the City, which shall not be unreasonably withheld.

4. Performance of the Waterline Work. Contractor shall supervise and direct the Waterline Work and shall diligently endeavor to see that the Subcontractor completes the Waterline Work in accordance with the Waterline Plans approved by the City including, without limitation, the Special Provisions and all other applicable City ordinances, rules and regulations.

Contactor shall not charge a contractor’s fee in connection with the Waterline Work.

5. Payment and Reimbursement. Developer shall be responsible for the timely payment to Contractor of all sums due under Construction Contract and all sums paid by

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Contractor under the Civil Engineer’s Contract, and Contractor shall be responsible for the timely payment of all sums due under the Subcontract and the Civil Engineer’s Contract, subject to the City’s Reimbursement Obligation. Within forty-five (45) days after the date on which Developer provides a written reimbursement request to the City (each, a “Reimbursement Request”), setting forth the amount of the City’s Reimbursement Obligation with respect to Waterline Work performed and amount paid under the Civil Engineer’s Contract prior to the date of the Reimbursement Request (the “Reimbursement Amount”) supported by invoices and evidence of payment, the City will remit the Reimbursement Amount to Developer. Developer may submit Reimbursement Requests to the City no more than once during any thirty (30) day period.

6. Prevailing Wage. This Agreement is made based upon the understanding between the City and Developer that there shall be no prevailing wage or labor contract obligations with respect to the Waterline Work. If there are prevailing wage obligations with respect to the Waterline Work or if Developer or Contractor is obligated to sign a labor agreement with respect to the Waterline Work, then this Agreement shall be void ab initio and neither the City nor Developer shall have any obligations hereunder.

7. Miscellaneous.

7.1 Entire Agreement and Amendment. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and may only be amended by a written amendment signed by both parties.

7.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

7.3 Successors and Assigns. This Agreement shall be binding on the parties and their respective successors and assigns.

7.4 Attorneys’ Fees. If any action or proceeding is commenced by either party to enforce its rights under this Agreement, the prevailing party in such action or proceeding shall be entitled to recover all reasonable costs and expenses incurred in such action or proceeding, including reasonable attorneys’ fees and costs, in addition to any other relief awarded by the court.

7.5 California Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

7.6 Notices. Any notice to the other party shall be given by email or U.S.

Mail addressed as follows:

City:

Public Works Director
460 N. Euclid Avenue

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Upland, CA 91786
[email protected]

Developer:

City Ventures Homebuilding, LLC
3121 Michelson Drive
Suite 150
Irvine, CA 92612
ATTN: Michelle Thrakulchavee

IN WITNESS WHEREOF, the parties have executed this REIMBURSEMENT AGREEMENT FOR 8:” OF WATERLINE as of the date first above written.

CITY: DEVELOPER:

THE CITY OF UPLAND,
a public body corporate and politic

CITY VENTURES HOMEBUILDING, LLC,
a Delaware limited liability company

By: CITY VENTURES COMMUNITIES,
LLC, a Delaware limited liability
company, its sole member
By:

By:

Name:

Its:

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LIST OF EXHIBITS

EXHIBIT A SITE PLAN
EXHIBIT B THE CITY’S SPECIAL PROVISIONS

EXHIBIT C FORM OF CONTRACT

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EXHIBIT A

SITE PLAN

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EXHIBIT B
THE CITY’S SPECIAL PROVISIONS

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EXHIBIT C

FORM OF CONTRACT

5776BC A - 1

EXHIBIT A

SITE PLAN

SPECIAL PROVISIONS CONSTRUCTION MATERIALS
Special Provisions ConstructionMaterials
GENERAL: AH material furnished shall be new and of recent manufacture and shall be completely sultable for the purpose intended. All materials shall be provided as specified, unless prior determination is obtained from the Assistant Public Works Director, or an approved equal.

Pf PE: Small steel pipe 2 inches in diameter and smaller unless otheiwise shown, shall be galvanized and conform to the requirements of the "Specifications for Black and Hot-Dipped Zinc-Coated (galvanized} Welded and Seamless Steel Pipe for Ordinary Uses" (ASTM Designation A 120), and shall be standard weight unless otherwise shown. Fittings shall be of galvanized.malleable iron, unless otherwise shown. All pipe bigger than 2 inches shall be. Cement Mortar Lined & Cement Coated 10 gauge steel cylinder, bell and spigot ends with rubber gaskets A.W.W.A approved.

FIRE HYDR ANTS: The Fire Hydrant Assemblies shall be Class 200 constructed as shown in Standard Drawing W.05 and in the locations shown on the construction drawings.

FLEXIBLE STEEL PIPE COUPLINGS: Flexible steel pipe couplings shall be Smith-Blair, Inc. Type 400 Series Steel Couplings or approved equal.

FLANGED COUPLING ADAPTERS: Flanged Coupling Adapters shall be Smith-Blair, Inc. Type 900 Series Flanged Coupling Adapters or approved equal.

SADDLES: Saddles shall be Smith-Blair, Inc. Type 900 Series or approved equal.

FLANGES: Materials, dimensions and drilling of flanges for pipe and fittings shall be in accordance with A.W.W.A designation C207-94 D ring Flanges. All flanges shall be attached to the pipe with the bolt holes straddling the vertical axis of the pipe.

GASKETS FOR FLANGED JOINTS: Flanged joints shall be provided with 1/16 inch thick full face rubber gaskets or approved equal.

MANHOLE FRAMES AND COVERS: Manhole frames and covers shall be Alhambra Foundry Co. No. A- 1170 w[th 24-inch clear opening or approved equal. The manhole cover shall be plainly marked ilWATER".

VAL VES SLEEVES AND CAPS: Sleeves constructed of 6-inch P.V.C. Schedule 40 and galvanized slip sleeve shall provide access from the street or ground surface to the gate valve as shown on Standard Drawing No. W.09. The valve sleeve shall be cut and positioned so as to provide proper clearance between the lower end of the sleeve and the valve housing. The valve sleeve within the paved roadway shall be capped by means of a 6-inch cast iron pavement cap. The pavement cap shall be plainly marked "WATER".

PRE-CAST VAULTS: Pre-Cast Concrete Vaults shall be Jenson Pre-Cast Manufacture, size and dimensions will vary. 1 EXHIBIT B

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EXHIBIT C

FORM OF CONTRACT

Subcontractor – Project - Trade
Ver 10-16-2020

SUBCONTRACT AGREEMENT

This Subcontract Agreement (hereinafter the “Agreement”) is made this day of ________, 20 ___, by and between (NAME, ADDRESS AND PHONE NUMBER OF SUBCONTRACTOR) (hereinafter “Subcontractor”), California Contractor’s License Number # ________________ and CITY VENTURES CONSTRUCTION, INC., (hereinafter “Contractor”), California Contractor’s License Number # 1003565 whose address is 3121 Michelson Drive, Suite 150, Irvine, CA 92612; Telephone: (949) 258-7555.

On or about ___________, 20___, Contractor entered into a general contract (hereinafter the “Prime Contract”) with CITY VENTURES HOMEBUILDING, LLC (hereinafter “Owner”) to act as the general contractor for the construction of a project (hereinafter the “Project”): commonly known as ____________________ (Project Name), located in ______________ (City Name), County of _____________ (County Name), State of California. Subcontractor certifies that it holds a State Contractors License from the State of California, if required, and a copy of such license shall be submitted as current and active.

ARTICLE 1: CONTRACT PRICE, SPECIFICATION OF LABOR AND MATERIALS AND

CONTRACT DOCUMENTS

1.1 Contract Price and Guaranty: Contractor shall pay Subcontractor for the work performed by Subcontractor under this Agreement based on the lump sum and/or agreed unit measures of pricing and labor rates, as set forth in Exhibit C to this Agreement. As used in this Agreement, the total amount payable to the Subcontractor is that amount set forth in the Subcontract Payment Schedule, and is referred to herein as the “Contract Price.”

1.2 Specifications of Labor and Materials and Contract Documents: Subcontractor agrees to furnish all labor, materials, tools, equipment, supplies, transportation, delivery, rigging, hoisting, staging, scaffolding, temporary construction, task lighting, supervision, coordination, communication, shop and field engineering, design work and other facilities necessary to efficiently perform and timely complete the work covered by this Agreement (the “Work”), in strict accordance with the terms of this Agreement, consisting of each of the following:

i. The Agreement
ii. Exhibit A - Terms of Payment, including Lien Releases and W-9 Form iii. Exhibit B - Scope of Work and List of Plans and Specifications and any subsequent revisions thereto (collectively the “Plans and Specifications”) iv. Exhibit C - Schedule of Unit Prices, Including Subcontract Payment Schedule v. Exhibit D – OCIP Addendum
vi. Exhibit E - Guaranty

which are incorporated herein by this reference and referred to collectively as the “Contract Documents”, and in accordance with the HIGHEST TRADE PRACTICES, and in a manner satisfactory to Contractor. Subcontractor acknowledges that the Plans and Specifications provided may be preliminary, or subject to change. Subcontractor agrees to maintain current versions of all

Subcontractor – Project - Trade
Ver 10-16-2020

working drawings pertaining to its Work, and to implement changes thereto as the Work progresses in order to achieve proper and timely execution of the Work. Subcontractor agrees to furnish materials strictly complying with the requirements, Plans and Specifications furnished to it by Contractor, and to promptly replace any material rejected by Contractor with material satisfactory to Contractor, upon notification by Contractor that any material supplied by Subcontractor is unsatisfactory in any way.

Where, in the Contract Documents, reference is to the work, specifications or obligations therein pertain to Subcontractor’s trade, craft or type of work, such work, specifications or obligations shall be interpreted to apply to Subcontractor. The Work required to be performed by Subcontractor is not confined to any particular portion or section of the Plans and Specifications, but may be found throughout the Contract Documents. The approval by Contractor of shop drawings, manufacturer's literature, or any other written descriptions furnished by Subcontractor into the work, shall not relieve Subcontractor from furnishing materials conforming to the aforementioned requirements.

1.3 Manufacturer’s Specifications: In addition to the Plans and Specifications, Subcontractor shall adhere to any and all manufacturer’s specifications for installation of materials. If there is any conflict between Contractor’s Plans and Specifications and any manufacturer’s specifications, it is the responsibility of Subcontractor to bring such discrepancy to Contractor’s attention in writing.

Subcontractor’s further work without first resolving such conflict shall be at its own risk. Any deviation from the manufacturer’s specifications, the Plans and Specifications, and the Contract Documents may, at Contractor’s discretion, result in Subcontractor replacing all materials to comply with such specifications and requirements at no cost to Contractor.

1.4 Availability of Materials, Labor and Equipment: Subcontractor, by acceptance of this Agreement, shall guarantee the timely availability of all materials, labor, and equipment necessary to complete the Work according to the established construction schedule of Contractor. Upon written request from Contractor, Subcontractor shall verify the source of any materials supplied to the Project by Subcontractor pursuant to this Agreement. Such verification shall include, without limitation, all bills of lading, invoices, freight tickets, sale agreements, purchase orders and other documentation that will verify who manufactured the materials, where such materials originated and were manufactured, and what component materials or parts were included in the manufacture of the materials.

Subcontractor shall pay promptly all fees, freight, storage, taxes, union welfare or benefit payments, charges, damages and penalties, or other incidental expenses associated with the Work, and Subcontractor acknowledges that all such taxes and payment have been included in the Contract Price.

Subcontractor shall provide copies of all permits, licenses, and similar permissions obtained, and fees paid, to Contractor. Subcontractor warrants and represents that all possible contingencies to completely perform the Work have been included in the bid submitted by Subcontractor to Contractor.

1.5 Discrepancies Between Contract Documents: In the event of any conflict or discrepancy between various Contract Documents, the terms and provisions of the Agreement shall control over the remaining Contract Documents. In the event of any discrepancy between various Contract Documents, the most recent Plans and Specifications’ dimensions shall take precedence over measurement by scale. A large scale drawing shall take precedence over the smaller. In any case of discrepancy, whether actual or suspected, between the figures, or the figures and the scale of the plans and specifications, the matter shall be submitted to the Contractor in writing within two (2) business days of discovery. If the Subcontractor proceeds with the Work based on any such error without approved instructions from the Contractor, the Subcontractor shall make good and correct, without cost to

Subcontractor – Project - Trade
Ver 10-16-2020

Contractor, any resulting damage, defect or non-conforming or deficient Work. The foregoing provisions include specification typographical errors and drawing notational errors where the intent is unclear. Should the Plans vary from the Specifications, then the Specifications shall govern. Should there be any discrepancy between the Plans and the Specifications, or both, and any governmental laws or regulations, then those which are more stringent and/or maximum shall govern.

1.6 Work During Disputes: In the event of any dispute between Contractor and Subcontractor concerning the Work, Subcontractor will not stop the Work, but will prosecute the disputed and non- disputed Work diligently to completion. The dispute concerning the Work shall be submitted for resolution in accordance with Article 32 of this Agreement.

ARTICLE 2: [__] CHECK IF APPLICABLE. FOR DESIGN BUILD SUBCONTRACTORS

2.1 DESIGN SERVICES. Subcontractor shall be responsible for procuring and furnishing all design and engineering services for ____________________ relating to the Project, and shall be responsible for coordinating, monitoring, managing and finalizing all other design services associated therewith, as set forth in Exhibit “B” (collectively "Design Services"), by and through qualified and experienced design professionals duly licensed and registered in the State of California and by any other required local or professional authorities and approved by Contractor in advance. At the request of Contractor, Subcontractor shall supply copies of all necessary licenses and registrations to Contractor.

2.1.1 Contractor and/or Owner may retain the services of consultants and design professionals for the Project. Any drawings, specifications, work or services or any other information or documents provided by Contractor and/or Owner, directly or through consultants, to Subcontractor in connection with the Agreement or the Work are provided solely for the convenience of Subcontractor only, and without any representation, warranty or guarantee of accuracy, adequacy, correctness or completeness by Contractor or Owner, and Owner and Contractor hereby expressly disclaim, on their behalf and on behalf of any of the consultants, all such warranties, guarantees and representations. Except to the extent the information, documents and materials supplied by Contractor and/or Owner or their consultants contain inaccurate information that was not known to Subcontractor to be inaccurate (and such inaccuracy would not have been reasonably discovered by Subcontractor based on its skills, experience and knowledge or their diligent review of such information, documents and materials and the terms and scope of the Contract Documents), Subcontractor assumes the risk of such conditions and shall fully complete the Work within the Contract Price and by the Project completion date established by Contractor with no adjustments.

2.1.2 Subcontractor shall cooperate with Contractor’s and Owner’s consultants, and coordinate, monitor, and manage the services of its consultants and take all necessary steps to timely furnish the Design Services, including the completed and finalized plans and specifications in accordance with the Project design and Project Schedule for incorporation by the Architect into the overall plans and specifications for the Project. In furtherance of and without in any way limiting the foregoing, Subcontractor shall diligently review all work, services, drawings and specifications furnished by Contractor’s and Owner’s consultants for hazards, inconsistencies, discrepancies, inaccuracies, errors, incompleteness or lack of detail which should be apparent to Subcontractor given Subcontractor’s skills, experience and training or discernible by Subcontractor upon a reasonable and

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diligent review of such work, services, drawings, and specifications and shall promptly notify Contractor in writing of any hazards, inconsistencies, discrepancies, inaccuracies, errors, incompleteness or lack of detail of which Subcontractor becomes aware and, prior to proceeding with any of the Work affected thereby, to obtain written instructions from Contractor on how to proceed.

Subcontractor also shall promptly notify Contractor and any of Contractor’s and/or Owner’s consultants in writing of any changes or revisions to the Design Services, including any drawings or specifications, which might affect the Work, services, drawings and specifications of Contractor, Owner and/or their consultants.

2.1.3 Subcontractor’s Design Services include the complete code compliant design for its “Work.” Subcontractor warrants that the design and construction will be of the quality, efficiency and economically sound for a project of this type, quality and magnitude. Subcontractor shall be responsible for the full coordination of all design documents with other design consultants and/or subcontractors including but not limited to; architectural, structural, electrical, fire protection, life safety, enclosure and all other such system designs to ensure that a fully coordinated set of construction documents.

2.4.4 Subcontractor shall (a) submit its Design Services, including the applicable plans and specifications to Contractor for Contractor’s prior approval; (b) as necessary and/or required by applicable governmental agency, sign and affix with its registration stamp or seal that portion of the Project plans and specifications created by Subcontractor, including any approved amendments, modifications and/or supplements thereto, (c) from time to time (as appropriate to meet the Project design and Project Schedule), submit for approval and obtain all necessary approvals for the Design Services (including any amendments, modifications and/or supplements thereto approved by Contractor) from the appropriate governmental authorities or other parties having approval rights relating to the Project; (d) at all times perform the Work and act with the normal and customary degree of care and skill used by members of the professions practicing under similar conditions at the same time and locality and on projects of similar size, scope and complexity; and (e) document all changes in the construction documents made during the course of the Work, and provision of a complete set of As-Built Drawings at the conclusion of the Work. Subcontractor agrees that all changes in the construction documents will be depicted in “clouds” shown on the Subcontractor’s drawings, and copies of any construction documents showing such changes shall be promptly provided to Contractor for Owner’s written approval.

2.4.5 All documents, drawings, plans, drafts and final reports, masters, work papers, memoranda, graphics and other materials, both hard copy and electronic versions, including duplicates thereof, generated or compiled pursuant to this Agreement and any change orders hereto are instruments of professional service (Instruments). Upon full payment for Subcontractor’s Work hereunder, excluding that Work in dispute, the Instruments as an assemblage describing this specific unique Project shall become the exclusive property of the Owner, but only for the use of Owner for this specific Project. Subcontractor’s office standard details, drawings and specifications shall remain the exclusive property of the Subcontractor. Notwithstanding the foregoing, the Owner may choose, at its option, to leave the original or a copy of any such Instruments in the possession of Subcontract and Subcontractor may dispose of Owner unclaimed Instruments ten (10) years after the date of this Agreement, upon 30 days’ notice to Owner.

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2.4.6 In the event that that this Agreement is terminated for any reason, Subcontractor agrees to fully cooperate with Contractor and Owner with the transition to a new design professional, including without limitation, promptly delivering to Owner all Instruments, and if requested by Owner, providing written notice to applicable governmental agency(ies) that Subcontractor is no longer a design professional of record and that such other design professional designated by Owner shall be the new design professional of record. Subcontractor recognizes that time is of the essence and that any delay to in complying with these obligations shall cause Contractor and Owner significant damages.

SUBCONTRACTOR AND CONTRACTOR AGREE THAT IT WOULD BE EXTREMELY

DIFFICULT, IF NOT IMPOSSIBLE TO FIX THE DAMAGES SUFFERED BY CONTRACTOR

AND OWNER IN THE EVENT THAT SUBCONTRACTOR DOES NOT COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS PARAGRAPH. CONSEQUENTLY, SHOULD

SUBCONTRACTOR FAIL TO DELIVER THE INSTRUMENTS TO OWNER OR PROVIDE

WRITTEN NOTICE TO THE APPLICABLE GOVERNMENTAL AGENCY(IES) WITHIN TWO (2) DAYS OF WRITTEN NOTICE FROM OWNER, SUBCONTRACTOR SHALL PAY TO

CONTRACTOR AS LIQUIDATED DAMAGES FOR SUCH BREACH AND NOT PENALTIES THE SUM OF FIVE THOUSAND DOLLARS ($5,000.00) PER CALENDAR DAY AFTER THE SECOND DAY FOLLOWING OWNER’S REQUEST FOR INSTRUMENTS OR WRITTEN NOTICE TO THE GOVERNMENTAL AGENCY(IES).

ARTICLE 3: TIME FOR COMMENCEMENT AND COMPLETION OF WORK

3.1 Start Work Orders: Contractor will, from time to time, issue written commitments (“Start Work Orders”) identifying specific portions of which the Work to be performed. Contractor shall have no obligation to issue any Start Work Orders during the term of this Agreement. THIS AGREEMENT

IS NOT AN AUTHORIZATION TO PROCEED WITH WORK, AND SHALL NOT BECOME

EFFECTIVE WITH RESPECT TO THE WORK OF SUBCONTRACTOR UNLESS AND UNTIL

CONTRACTOR ISSUES START WORK ORDER(S) TO SUBCONTRACTOR AUTHORIZING

THE SPECIFIC WORK OF SUBCONTRACTOR TO BE PERFORMED, AND THE AGREEMENT SHALL BE BINDING ONLY AS TO THE WORK AUTHORIZED BY CONTRACTOR.

Subcontractor shall perform no Work nor receive any compensation for such Work without receiving Contractor’s written Start Work Order for such Work. Subcontractor agrees to commence such work as may be authorized by Contractor by means of Contractor’s Project Schedule as directed by Contractor’s field superintendent. Contractor’s Start Work Order shall be effective immediately upon issuance by Contractor without need for further acceptance thereof by Subcontractor. If the Work authorized by a Start Work Order is not commenced on the date specified in the Project Schedule, Contractor may, in its sole discretion, declare such Start Work Order null and void. Subcontractor shall a) keep itself thoroughly informed as to the progress of the Project; b) commence the Work within seventy-two (72) hours after receiving a Start Work Order or as otherwise specified in the Project Schedule received from Contractor; c) diligently pursue the Work as rapidly as the conditions of the Project will permit; d) efficiently coordinate its Work with that of Contractor and other subcontractors so as not to interfere with, disrupt, or delay the progress required to conform to the Project completion date established by Contractor; and e) complete the Work in accordance with the time schedule established therefor by Contractor. Subcontractor is authorized (and required) to commence only the specific work identified in the Start Work Order by Contractor and in the construction sequence and shall receive payment under this Agreement only for such work specifically requested by Contractor in writing.

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3.2 Progress Schedule: Contractor may, but shall not be obligated to, furnish Subcontractor with a progress schedule for all or any portion of the Work, which, if furnished, may be amended from time to time by Contractor and shall be considered to be a part of this Agreement. As to that portion of the Work covered thereby, such schedule shall control over any other provision of the Agreement regarding time for performance. Time for performance, whether established by progress schedule, Project Schedule or any other provision hereof, shall be of the essence and Subcontractor shall be liable to Contractor for any and all damages, including, but not limited to, consequential damages caused by delays of Subcontractor. Subcontractor shall confine all operations at the site to areas permitted by law, ordinance, permits and Contract Documents, and shall not unreasonably encumber the site with materials or equipment.

3.2.1 Catastrophe: If the Project is destroyed, in whole or in part, by fire or other catastrophe, Contractor shall thereafter have the right, in its sole discretion to:

(i) Terminate the Agreement in its entirety. If so terminated, both parties shall then relieved from any further obligation hereunder and Subcontractor will be paid for all Work performed and incorporated into the Project prior to the catastrophe;

(ii) Terminate the Agreement as to the portion of Work destroyed by the catastrophe. If the Agreement is so terminated in part, both parties shall then relieved from any further obligation hereunder as to the potion of the Work destroyed by the catastrophe, Subcontractor will be paid for all Work performed and incorporated into the Project prior to the catastrophe, and the remainder of the Agreement shall remain in full force and effect; or

(iii) Affirm the Agreement. If the Agreement is affirmed, Subcontractor will be paid for all Work performed and incorporated into the Project prior to the catastrophe and Subcontractor shall then replace all Work destroyed by the catastrophe pursuant to the schedule established by Contractor at the Contract Price established for the Work destroyed by the catastrophe.

3.3 Multiple Stop Work Orders: The parties hereto acknowledge that the Work covered by this Agreement is intended to be performed pursuant to multiple Start Work Orders. If, in order to avoid possible escalation in the cost of materials provided by the Subcontractor as part of the work covered by this Agreement, Subcontractor elects to purchase such materials in advance of any particular portion of the Project commenced by Contractor, then Subcontractor acknowledges that it is purchasing such materials at its own risk and that Contractor shall not pay nor be liable for the cost of such materials purchased by the Subcontractor unless and until such applicable phase of the work in which such materials are to be incorporated commences and such materials are either incorporated into such work of improvement.

3.4 Suspensions: Contractor in its sole and absolute discretion for any reason or no reason whatsoever may at any time, with or without cause, suspend performance of all or any part of the Work by giving written notice to the Subcontractor and such suspension shall take place immediately upon Subcontractor’s receipt of such notice. Such suspension may be continued by the Contractor during which period Contractor may, at any time, by written notice, require Subcontractor to resume performance of the Work or terminate that portion of the Work which has been suspended. Contractor

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shall not be liable for any additional costs, damages or anticipated profits incurred by Subcontractor or its Sub-subcontractors and the Contract Price shall not be increased during the period of suspension, except the actual costs incurred by Subcontractor, excluding overhead and profit for (a) the purpose of safeguarding the Work and material and equipment in transit or at the worksite during the period of suspension, or (b) Subcontractor’s or its Sub-subcontractor’s rented equipment which are maintained at the worksite. In the event the Work on the Project ceases or is interrupted by fire, catastrophe, earthquake, acts of God, war or the existence of a state of war or acts of foreign enemy, any labor difficulties, shortages of materials, any government regulation prohibiting, preventing, or regulating the construction industry, or other causes beyond the control of Contractor, or if Contractor shall consider it inadvisable to proceed with the Work hereunder as a result of the above, then and in that event, this Agreement may be postponed or terminated in accordance with the provisions of Paragraph 22 at the option of the Contractor. If Contractor, in its opinion, postpones and later deems it advisable to resume the Work on the Project, Subcontractor agrees to promptly re-commence the Work upon receiving written notice from Contractor.

3.5 Subcontractor’s Remedy for Delay: In the event that Subcontractor is delayed in the work to be performed hereunder by the act of negligence of Contractor, Contractor’s employees, or other subcontractors, Subcontractor’s remedy shall be limited solely to an extension of time, obtained by Subcontractor in conformity with the procedures described in this Agreement. Subcontractor agrees and understands that in no event shall it be entitled to monetary payment over and above that which is specified in this Agreement, and any duly executed modifications or change orders executed in writing subsequent thereto, and that Subcontractor shall not be entitled to any damages of any kind whatsoever arising by reason of delay, including, but not limited to, money actually expended by reason of such delay for salaries, equipment and materials, anticipated profits, and overhead or indirect costs.

ARTICLE 4: PAYMENT

Contractor agrees to pay Subcontractor for the full and faithful performance of the Work based on the prices set forth in Schedule “B” to Exhibit “C” hereto for the Work authorized in the Start Work Order(s) issued by Contractor as set forth below.

4.1 Applications for Payment: On no more frequently than once a month, following the issuance of a Start Work Order by Contractor, and commencement of construction by Subcontractor pursuant thereto, Subcontractor shall submit to Contractor an application for payment specifying the percentage of Work completed and the corresponding amounts payable by Contractor pursuant thereto.

Subcontractor shall deliver a complete billing package comprised of: (a) an original invoice tied to and matching Schedule “B” to Exhibit “C”; (b) a copy of the items to be included in the billing; (c) lien releases from Subcontractor on Contractor’s forms; (d) payroll records as contemplated by Labor Code Section 1174, for all of Subcontractor’s employees who provided labor at the Project for the time period when the Work included in the application of payment was performed, marked or obliterated only to prevent disclosure of an individual’s full social security number, but which shall provide the last four digits of the social security number, and which shall contain information sufficient to apprise Contractor of the Subcontractor’s payment status in making fringe or other benefit payments or contributions to a third party on the employee’s behalf; and (e) lien and laborer releases from Subcontractor’s employees, suppliers or sub-tier subcontractors on Contractor’s forms, in each case,

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for all work performed since the last billing package submitted. Billing for change orders will require the same billing package plus a Start Work Order form executed by Contractor.

4.2 Invoicing: Contractor shall pay the invoiced amount for the work completed since the last application for payment, as approved, from which shall be deducted the retention amount, if any, in the percentage set forth below.

4.3 Retention: Contractor may retain 10 percent of the total Contract Price pursuant to Exhibit “C”. THE RETAINED PERCENTAGE SHALL BE PAID WITHIN THIRTY-FIVE (35) DAYS

AFTER SUBCONTRACTOR PROVIDES CONTRACTOR WITH ALL APPLICABLE LIEN

RELEASES, PROOF OF PAYMENT OF ALL EMPLOYEE WAGES AND BENEFITS AND

AFTER COMPLETION AND ACCEPTANCE OF THE WORK BY CONTRACTOR, THE

CITY, COUNTY OR ANY OTHER GOVERNING AGENCIES HAVING JURISDICTION

OVER THE WORK, THE FEDERAL HOUSING ADMINISTRATION OR VETERANS

ADMINISTRATION, IF APPLICABLE, AND OTHER INSPECTORS HAVING THE DUTY

AND OBLIGATION TO INSPECT THE CONSTRUCTION OF THE PROJECT AND SUBCONTRACTOR’S FULL AND FAITHFUL PERFORMANCE OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

4.4 Lien Releases: Invoiced payments will be made only if Subcontractor’s progress and workmanship are acceptable to Contractor, which acceptance shall not be unreasonably withheld, and Subcontractor, before receiving any payment, shall furnish Contractor releases stating all labor, materials and other items used by Subcontractor in the performance of the Work have been paid in full or will be paid in full upon receipt of the payment then being requested. Subcontractor agrees to furnish Contractor with copies of all purchase orders, invoices and other evidences of origin, and all manufacturers’ warranties covering all materials incorporated into the Work. If requested to do so by Contractor, Subcontractor shall execute any other documentation reasonably necessary to ensure the lien-free status of the property with respect to the performance of the Work. Any payment by Contractor made hereunder before completion and acceptance of all of the work covered by this Agreement shall not be construed as evidence of acceptance of any part of Subcontractor's work. If at any time during the progress of the Work there should be evidence of any lien, stop notice or claim for material or equipment furnished or work performed pursuant hereto for which Contractor or its property may become liable, Contractor shall have the right to retain money due Subcontractor hereunder or under any other Agreement with Subcontractor in an amount sufficient to make Contractor whole against any such lien or claim.

4.5 Subcontractor’s Obligation to Use Funds to Discharge Obligations Incurred in the Performance of the Work: The parties hereto agree that all funds paid to Subcontractor shall first be used by Subcontractor to discharge obligations incurred by Subcontractor in performance of the Work and the funds shall not be used for any other purpose. It is further agreed that all payments received by Subcontractor from Contractor shall be deemed to be and constitute a trust fund to be used and applied by Subcontractor first in payment for all materials, labor, and any and all other obligations incurred in connection with the Work, prior to its use and application by Subcontractor for its own or for any other purpose. The obligations referred to herein shall be those which, if not satisfied, would or could eventually be an obligation of Contractor or which would or could result in subjecting the Project to a mechanic’s lien or other encumbrance on the real property upon which the Project is being constructed.

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4.6 Billing of Change Orders: Any authorized extra labor shall be paid at the rates set forth in Exhibit “C” hereto. All billing requests for extras will be paid only if the complete billing packages are submitted within sixty (60) days after the completion of the extra work for which payment is being requested. ANY EXTRA WORK, CHANGE ORDER OR CLAIMS FOR EXTRA WORK

PERFORMED BY SUBCONTRACTOR WITHOUT PRIOR WRITTEN AUTHORIZATION FROM CONTRACTOR’S VICE PRESIDENT AND DIRECTOR OF PURCHASING – NOT CONTRACTOR’S SUPERINTENDANT – IS NOT DEEMED CONTRACTED AND

SUBCONTRACTOR AGREES THAT CONTRACTOR HAS NO OBLIGATION TO PAY FOR SUCH WORK.

4.7 Withholding of Payment: No progress payment or any partial or entire use or occupancy of the Project by the Contractor shall constitute an acceptance of any work by Subcontractor not in accordance with the Plans and Specifications. Contractor may decline to approve an application for payment and may withhold payment in whole or in part to the extent necessary to protect from loss because of (a) defective work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of the Subcontractor to make payments to its sub - tier subcontractors for labor, materials or equipment; (d) damage to another subcontractor’s work occasioned by the negligence of Subcontractor; (e) unsatisfactory prosecution of the work hereunder by the Subcontractor; or (f) failure of Subcontractor to supply all required certificates and endorsements of insurance.

4.8 Joint Checks: Subcontractor shall provide Contractor written evidence of all persons or entities furnishing labor, materials, services, and equipment to the Project on behalf of Subcontractor.

Contractor may, in its sole and absolute discretion, pay Subcontractor by check made jointly payable to Subcontractor and to any person or entity that may be in a position to assert lien rights against the Project. Contractor may deliver the joint check directly to Subcontractor’s joint payee, including without limitation any supplier or lower tier subcontractor of Subcontractor, and provide Contractor with a copy of the joint check to Subcontractor, who will then have the duty and obligation to successfully negotiate the joint check with the joint payee by a means that ensures the joint check satisfies all payment obligations owed to the joint payee as of the through date of Subcontractor’s Application for Payment to which the joint check applies.

4.9 Payment for Materials and Equipment: The cost of materials and equipment not physically incorporated into the Project will not be paid. Materials stored or intended for future use at the site are not considered to be physically incorporated into the Project.

4.10 Final Acceptance: “Final Acceptance” of the Project by Contractor shall occur after all work is fully completed, including all punch-list and pick-up items. Prior to Final Acceptance, Subcontractor shall deliver to Contractor, in writing, all necessary approvals of applicable federal, state, or local agencies and/or authorities, including Certificates of Occupancy, if applicable. All guarantees, brochures, operating instructions, etc., must be supplied before the Project can receive Final Acceptance. Should local laws not provide for recordation of a Notice of Completion, then completion of the Project (“Completion”) shall be the same date as Final Acceptance, above defined. Neither recordation of a Notice of Completion of the Project by Contractor, payment to Subcontractor by Contractor of the full Contract Price, nor any acceptance, occupation or utilization of said Project or

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any part thereof by Contractor shall relieve Subcontractor of liability for defective materials or workmanship used in the construction of the Project nor for failure to construct the Project according to the requirements of the Contract Documents. Acceptance of final payments shall constitute a waiver of all claims by the Subcontractor against the Contractor with respect to Contractor’s performance of all its obligations under this Agreement, except any claim previously made in writing by Subcontractor and which remains unsettled.

ARTICLE 5: CHANGES IN WORK

Contractor shall have the right at any time, by a written Change Order signed by Contractor, to make changes in any one or more of the following parts of this Agreement: (a) the Plans and Specifications; or (b) the time for performance of all or any portion of the Work. Under no circumstances shall field tickets constitute a written Change Order authorized by Contractor.

5.1 Any extra work, change order or claims for extras performed by Subcontractor without prior written authorization from Contractor – not Contractor’s Superintendent – is not deemed contracted and Subcontractor agrees that Contractor has no obligation to pay for such work. Any claim by Subcontractor for a Change Order under this Agreement must be submitted to Contractor in writing within thirty (30) days from the date of receipt by Subcontractor of the written notification of any change by Contractor. Nothing contained herein shall excuse Subcontractor from proceeding with the Work as changed even though a mutually-agreed price or time for performance change has not been reached, provided a signed Construction Change Directive directing Subcontractor to proceed with the Work has been delivered to Subcontractor.

5.2 A Change Order shall be based upon agreement among the Contractor and Subcontractor.

5.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Subcontractor shall proceed promptly, unless otherwise provided in the Change Order.

5.4 In no event shall the Subcontractor receive any compensation in excess of the Contract Price nor shall Subcontractor be entitled to receive any compensation for extra Work, whether partially or fully completed, or simply proposed, unless such additional Work is authorized by a written Change Order signed by the Contractor. Only Contractor shall have the right to issue a written Change Order to Subcontractor authorizing an addition, deletion or other revision in the scope of the Work and/or an adjustment in the Contract Price or the Project Schedule. Except as provided herein, in no event shall Subcontractor receive any compensation in excess of the Contract Price nor shall Subcontractor be entitled to receive any compensation for additional Work whether partially or fully completed or simply proposed, unless such additional Work is authorized by a written Change Order in a change order form acceptable to and signed by Contractor. Subcontractor waives the right to receive any compensation for additional Work and agrees that the Contractor shall not be obligated to pay for any additional Work unless Subcontractor and Contractor have complied with all of the provisions of Article 5 of the Agreement. SUBCONTRACTOR UNDERSTANDS

AND AGREES THAT IT WILL NOT PROCEED WITH ANY EXTRA WORK OR WORK IT

CONSIDERS A CHANGE ORDER UNLESS SUCH ADDITIONAL WORK IS AUTHORIZED

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BY A WRITTEN CHANGE ORDER IN A CHANGE ORDER FORM ACCEPTABLE TO AND SIGNED BY CONTRACTOR.

5.5 Change Orders: A Change Order is a written instrument prepared by the Subcontractor and signed by the Contractor and Subcontractor stating their mutual agreement upon all of the following:

1. the change in the scope of the Work;

2. the amount of the adjustment, if any, in the Contract Price; and

3. the extent of the adjustment, if any, in the Project Schedule.

Methods used in determining adjustments to the Contract Price may include a lump sum negotiated price, the unit price contained in the Project Agreement, the cost of the extra work plus a fee, or such other adjustment agreed to in writing by Contractor and Subcontractor. In the event the parties are unable to agree on an adjustment to the Contract Price, an equitable adjustment in the Contract Price will be made consistent with the overall pricing included in the Project Agreement.

5.6 Minor Changes in the Work: Contractor will have authority to order minor changes in the Work not involving adjustment in the Contract Price or Project Schedule and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Contractor and Subcontractor. The Subcontractor shall carry out such written orders promptly.

ARTICLE 6: SUBCONTRACTOR'S KNOWLEDGE OF REQUIREMENTS

6.1 Subcontractor acknowledges its inspection of the site for the Work and that it has thoroughly examined the Contract Documents, and the Plans and Specifications with the understanding that the provisions relating to the Work may be set forth throughout different parts of the Contract Documents and the Plans and Specifications; it being the prime purpose of this Agreement to provide for the entire performance and completion of this Subcontractor’s particular portion of the Project. Subcontractor shall be solely responsible for verifying with Contractor’s representative that it possesses the most current set of Plans and Specifications, and all options prepared and approved for construction by Contractor. If Subcontractor, during the performance of the Work, finds discrepancies between the Plans, physical conditions, errors and omissions in the plans or in the layout as given and/or Specifications, it shall be Subcontractor’s responsibility to immediately notify Contractor in writing.

Any work performed after such discovery, until authorized to proceed, shall be done at Subcontractor’s risk, until a satisfactory remedy is directed by the Contractor. If Subcontractor proceeds with the work in such a manner as to foreclose alternative design solutions, Subcontractor’s compensation for the Work may be limited to any alternative costing that would have been available to Contractor before Subcontractor continued with the Work. If Subcontractor proceeds with the Work past a point where verification of quantities is possible, Subcontractor’s compensation therefore will be limited to the lesser of the Contract Price or the unit measure of cost for the verified quantity. Prior to ordering any materials or performing any work, Subcontractor shall verify all measurements or conditions at the Project, and shall be responsible for the correctness of same. No extra charge or compensation shall be allowed on account of differences between actual dimensions or conditions, and the measurements and conditions which may be found as indicated in the Plans and Specifications. The soils and geology reports available to each bidder were prepared by Contractor’s or Owner’s consultants and made only for the purpose of study and design. Contractor assumes no responsibility whatsoever in respect to the sufficiency or accuracy of the reports, investigations or of the borings which have been made, and there is no warranty or guarantee, either express or implied, that the conditions indicated by the

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reports, investigations, or borings are representative of those existing throughout the Project, that unanticipated developments may not occur, or that materials other than, or in proportions different from those indicated, may not occur. Subcontractor agrees to undertake the Work subject to all site conditions as they now exist or may arise.

6.2 Subcontractor further acknowledges and agrees that its acceptance of this Agreement is based solely on its own knowledge and judgment, and not on any representation of Contractor or any other party. The commencement of work by Subcontractor shall be deemed to be and shall constitute acknowledgement by Subcontractor that no such deficiency or condition exists and that Subcontractor's work can and will be performed in a good and workmanlike manner in full compliance with the provisions of this Agreement. All work shall be made to conform to actual final conditions as they develop in the course of construction.

6.3 Subcontractor shall protect the work of all subcontractors and Contractor during the course of its work and shall be fully responsible for the protection of all existing structures, curbs, landscaping and adjacent property. In the event of damage to Subcontractor’s Work by others or by vandalism, Subcontractor shall repair or replace such Work at the request of Contractor, and Subcontractor shall be compensated therefor at the labor and material rates set forth in Exhibit “C” hereto, provided however, that Subcontractor shall bear all risk of loss for any portion of the Work or materials necessary to perform the Work until the same are installed in the Project.

6.4 Subcontractor acknowledges and agrees that only Contractor’s Chairman, President and Vice Presidents are authorized to modify, amend or alter this Agreement or to issue Change Orders, to issue Start Work Orders or otherwise speak for Contractor with respect to this Agreement.

ARTICLE SEVEN: LEGAL COMPLIANCE

7.1 General: Subcontractor warrants and represents it is familiar with all applicable laws, ordinances, codes, rules, standards and regulations and that it, its employees, and all others acting under its direction or control, shall at all times comply with and abide by all local, state and federal statutes, ordinances, rules and regulations, and any amendments thereto, as well as those of any other public body having authority concerning the Work, including but not limited to, California Labor Code Section 218.7, the building codes of the governmental entity having jurisdiction over the Project, the Occupational Safety and Health Act of 1970, the Immigration Reform and Control Act of 1986 (the “Immigration Act”), all applicable equal employment opportunity laws and requirements promulgated by any governmental authority, including, without limitation, the requirements of the Civil Rights Act of 1964, 42 United States Code, Section 1983, Executive Orders 11246, 11375 and 11478 (relating to the establishment of OSHA and all safety regulations promulgated pursuant thereto); The Clean Water Act; The Age Discrimination in Employment Act, the Americans with Disabilities Act, South Coast Air Quality Management District Rule 403 (governing fugitive dust emissions); the California Fair Employment Practices Act, the California Plan, the Safe Drinking Water & Toxic Enforcement Act of 1986 ("Proposition 65"), whether or not Subcontractor itself is independently subject to the provisions thereof, the Storm Water Pollution Control Guidelines for the State of California, and any other applicable statutes or ordinances. Subcontractor shall exercise full responsibility for compliance with all applicable laws by Subcontractor, its agents, employees, suppliers and subcontractors with respect to its portion of the Work on this Project. Subcontractor, on its behalf and on behalf of its employees

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and agents, shall receive and respond to, defend and be responsible for any citation, order, claim, charge, criminal or civil actions, arising by the failure of Subcontractor or its agents, employees, suppliers and subcontractors to so comply, regardless of whether such non-compliance results from active or passive acts or omissions or whether such non-compliance is the sole or a contributory cause of any of those matters against which Subcontractor is obligated hereunder to indemnify and hold Contractor and Owner harmless.

7.1.1 Storm Water Pollution Prevention Plan Compliance: Subcontractor shall comply with Contractor’s Storm Water Pollution Prevention Plan (“SWPPP”), applicable storm water permit (“Permit”), and Owner’s Storm Water Compliance Guidelines (“Guidelines”). Subcontractor shall follow the Best Management Practices set from the SWPPP for any Work performed at the Project by the Subcontractor. A copy of the SWPPP, Guidelines and Permit are available upon request from Contractor. Subcontractor shall pay Owner an amount equal to all fines, fees, expenses and other penalties assessed against Owner by any governmental body due to Subcontractor’s violation of the Permit or Subcontractor’s obligations herein.

7.2 Immigration: Subcontractor specifically warrants and agrees it does not and shall not knowingly hire or continue to employ aliens not authorized to work in the United States, it has and shall continue to verify the employment documentation specified in the Immigration Act, and it has and shall properly complete and retain the Immigration and Naturalization Service's Form I-9 for all its employees covered by the Immigration Act.

7.3 Patent and Copyrights: Subcontractor shall assume all liability and responsibility for all royalties, licenses, patent fees, and any other charges made in connection with the use of patented processes upon the work or in connection therewith.

7.4 Environmental Regulation: Subcontractor shall, prior to commencing the Work, identify to Contractor in writing all hazardous or toxic substances to be used in performing the Work or to be brought onto the Project by Subcontractor, and shall provide Material Safety Data Sheets (“MSDS”) to Contractor for those substances. All work, labor, services or materials necessary to comply with this Section will be furnished by Subcontractor as part of this Agreement without any additional compensation. Subcontractor shall immediately notify Contractor if Subcontractor, or any of Subcontractor’s partners, employees, agents, sub-tier trade partners, customers, invitees or suppliers, brings a chemical which has been listed on the Governor's list pursuant to Proposition 65 onto the Project (a "listed chemical") and shall, in addition, provide Contractor with copies of all warning labels on products Subcontractor or said persons are using. Subcontractor may be released from its obligation thereunder to post the exposure warning signs required by Proposition 65, and only that obligation, with the express written permission of Contractor.

• Subcontractor shall immediately notify Contractor of any spill, release or discharge of any listed chemical caused by or brought to the attention of Subcontractor or any of Subcontractor’s partners, employees, agents, subcontractors, customers, invitees or suppliers, whether such spill, relapse or discharge is the result of an intentional act, negligence, accident or misfortune. As to any spill, release or discharge of a listed chemical which is caused by Subcontractor or any of Subcontractor’s partners, employees, agents, subcontractors, customers, invitees or suppliers, whether caused intentionally, negligently or accidentally, Subcontractor shall immediately take all reasonable

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and necessary actions to prevent the further spread of any spill, release or discharge of a listed chemical which is brought to the attention of Subcontractor. Subcontractor shall take immediate action to clean up said spill, release or discharge in full compliance with all applicable laws and regulations and any directions from Contractor, at Subcontractor’s expense.

• Neither Subcontractor nor any of Subcontractor’s partners, employees, sub-tier subcontractors or suppliers shall clean any tools, equipment, vehicles, materials or other items in such a manner as to cause a violation of Proposition 65. All residue and waste materials resulting from any such cleaning action shall be collected and gathered by Subcontractor and removed from the Project and disposed of in accordance with all applicable laws and regulations.

7.5 Safety. Subcontractor shall take all reasonable safety precautions with regard to the Work, shall comply with all safety precautions, and all safety measures initiated by Contractor, and with all safety laws, regulations, rules or ordinances of any public authority responsible for the safety of persons or property. Subcontractor acknowledges that Subcontractor, and not Contractor, is the "Controlling Employer" and therefore has the authority and responsibility for the safety of its employees and sub-tier subcontractors, as well as the safety of other subcontractors and trades in relation to the performance of Subcontractor’s Work, while on the job site. In furtherance thereof, Subcontractor shall provide safe and sufficient facilities at all times. Subcontractor shall take all safety measures related to the performance of its services as required by Contractor and all applicable laws, ordinances, rules, regulations and orders of any public authority including, without limitation, the California Occupational Safety and Health Act of 1973 and all rules and regulations promulgated by the California Department of Industrial Relations pursuant to said Act. Subcontractor shall report all injuries to its employees at the Project to Contractor at Contractor office as soon as possible and no later than within eight (8) hours of the injury. Subcontractor shall have a written Illness and Injury Prevention Plan conforming to the requirements of SB 198, and shall have trained each of its employees regarding that plan and the codes of safe practices applicable to their jobs. Subcontractor shall comply with all applicable local, state, federal orders and requirements pertaining to the spread of infectious diseases, including without limitation COVID-19 and any applicable COVID-19 Exposure Prevention, Preparedness, and Response Plan, Subcontractor acknowledges that its failure to adhere to Contractor’s safety policies and job rules after written notice may result in Subcontractor’s removal from the Project, and termination of this Agreement. Subcontractor agrees to cooperate with all health and safety programs, rules and promulgated by Contractor, in furtherance of its duties under the Occupational Health and Safety Act. Subcontractor acknowledges that Contractor, by promulgating safety rules, notifying Subcontractor of the existence of unsafe conditions or practices, and providing safety materials and training, is not in any manner assuming Subcontractor’s responsibilities to perform in a safe manner, or to provide a safe workplace for its own employees, and that Subcontractor shall remain fully liable therefore. Subcontractor further agrees that, if in the opinion of Contractor, the health and safety of any person or persons is endangered, or the effective operation of the systems put in place to ensure the health and safety of any worker on the Project is not being implemented, Contractor may take such action as it deems necessary and appropriate under the circumstances present, including, without limitation, the following:

• Contractor may require Subcontractor to remedy the condition immediately at its own expense;

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• Contractor may shut the Project down in whole or in part until the condition is remedied;

• Contractor may remedy the condition at its own expense and backcharge Subcontractor for the remedial cost of such work, together with an appropriate charge for Contractor’s overhead, to be determined by Contractor in its sole discretion; and/or

• Contractor may terminate the Agreement without further liability to Subcontractor, and may hold Subcontractor fully liable for any losses incurred by Contractor as a result of such termination.

ARTICLE EIGHT: WORKPLACE CONDITIONS

8.1 Subcontractor will comply with Contractor’s policies concerning safety, reasonable restrictions on use and access to the construction site by unauthorized personnel and the rules and policies concerning Contractor’s prohibition of solicitation or distribution on the Project, which include, without limitation, the following:

8.1.1 Contractor shall furnish to Subcontractor at the Project, unless otherwise provided a source in reasonable proximity to the Project for the provision of adequate water for the work and electrical energy for the operation of tools required for the performance of this Agreement, and sanitary toilet facilities. These facilities will be available at a location selected by Contractor, and shall be of a type determined by Contractor. If Subcontractor intends to construct a storage or working compound at the site of the work, Subcontractor shall first obtain the permission of Contractor as to the size and location of such compound, and Subcontractor shall provide, at its sole expense, temporary power and sanitary toilet facilities for such compound and shall be solely responsible for any loss of materials and equipment for such facilities resulting from any cause whatsoever.

8.1.2 Subcontractor shall provide sufficient drinking water for its employees.

8.1.3 Contractor has posted "No Trespassing" signs in conspicuous and appropriate places through the construction site. The structures being built are located on private property. Because Contractor may be held accountable for any injuries to persons or property occurring on the Project, access to the construction Project by unauthorized persons, i.e., members of the general public or off- duty employees or family members of Subcontractor’s employees, is strictly prohibited. Subcontractor acknowledges the posting of Contractor’s "No Trespass", "No Solicitation" and "No Distribution" signs, and acknowledges that the construction is occurring on private property under exclusive control and care of Contractor. Moreover, Subcontractor agrees to abide by these reasonable rules and procedures notwithstanding any contractual language to the contrary contained in agreements between Subcontractor and any labor organization. Subcontractors who may be working on the Project have no authority, contractual or otherwise, to permit access to the Project to any unauthorized persons, including solicitors, sales persons, off-duty employees, or officials of any labor organization. In the event unauthorized persons do enter the construction site in contravention of this statement of policies and procedures, Contractor shall regard such entry as an unlawful trespass.

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8.1.4 Subcontractor shall not solicit additional work from any customer of Contractor or Owner or any homeowner or other potential interest holder in the Project.

8.1.5 Hard-hats, appropriate closed toe shoes and long pants are required for all employees of Subcontractor at all times.

8.1.6 Subcontractor’s personnel shall wear shirts at all times, and such shirts shall not contain offensive language or graphics.

8.1.7 Music, obscenities and otherwise inappropriate behavior and noise will not be tolerated on or around the Project.

8.1.8 No alcoholic beverages or illegal drugs are allowed on Project at any time. Anyone found drinking or otherwise under the influence of a controlled substance shall be removed from the Project at once. Continued abuse of this requirement by Subcontractor or its employees shall be considered grounds for termination of the Agreement.

8.1.9 No animals shall be allowed on the Project.

8.1.10 All traffic laws, ordinances, rules and regulations shall be observed by Subcontractor and all other subcontractors, suppliers and lower tier subcontractors and their employees on the Project, and within the Project. The speed limit within the Project is 5 MPH. Subcontractor and its employees shall not speed or otherwise operate their automobiles in a dangerous or offensive manner within the Project.

8.1.11 Subcontractor agrees there shall be no parking of construction vehicles on finished lots, finished driveways, on sidewalks, or in garages. Contractor may also designate specific parking areas as required to allow homeowners and buyers access to models and completed homes. If a vehicle is parked on any such areas and staining to the area occurs, Subcontractor shall be responsible for the cost and repair or replacement of the damaged area.

8.1.12 Hours of work: Standard work hours shall include Monday through Friday from the earliest time permitted by law until 6:00 p.m., and Saturday from 8:00 a.m. to 5:00 p.m., unless otherwise restricted by the law.

ARTICLE NINE: COORDINATION OF WORK

9.1 In order to assure the orderly and timely prosecution of the Work and the Project, Contractor’s preconstruction meeting shall be held at a time and place to be designated by Contractor. The attendance of Subcontractor’s superintendent, and any major suppliers or fabricators for Subcontractor at such meeting shall be mandatory upon request by Contractor. Additionally, Subcontractor’s superintendent shall attend periodic progress meetings during the course of the Work, once a week or as often as deemed necessary by Contractor’s superintendent. Subcontractor acknowledges its responsibility to remain informed as to the time and location of such meetings. Contractor shall inform Subcontractor of any changes in meeting time or location at least one (1) day in advance of such

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change. At the request of Contractor, Subcontractor’s field personnel and/or office personnel shall also attend.

9.2 Subcontractor and its employees shall cooperate with all trades. In the event the Work includes installation of materials or equipment furnished by others, at the time Subcontractor has access to such items, it shall be the responsibility of Subcontractor to examine and accept the items so provided and to handle, store and install such items with the skill and care necessary to insure the satisfactory completion of the Work. The Subcontractor’s use of such items shall be deemed to constitute acceptance thereof by Subcontractor.

9.3 Subcontractor shall be responsible for inspecting any work of any other subcontractor, subcontractor or consultant that may affect its own Work. In the event the Work is to be performed in areas to be constructed or prepared by others, at the time Subcontractor has access to such areas, it shall be the responsibility of Subcontractor to examine and accept the areas so provided. The Subcontractor’s commencement of Work in those areas shall be deemed to constitute acceptance thereof by Subcontractor. Subcontractor agrees that commencing performance of such part of the Work shall be deemed to be an admission that the work which precedes such part of the Work has been done in a proper manner, and Subcontractor accepts such work as correct and fit to be accommodated into its own. No such acceptance shall be implied if the defect does not occur or it is not noticeable until after Subcontractor has completed its own work.

9.4 The Subcontractor shall notify Contractor in writing with twenty-four (24) hours of discovery of any unacceptable material, equipment or condition that would prevent commencement or prosecution of the Work in accordance with the Project Schedule. If Subcontractor installs any work over improper workmanship previously installed by other trades, Subcontractor will absorb all repair costs necessary to repair any prior work deemed inferior by Contractor.

9.5 It is Subcontractor's responsibility to leave the Work in proper condition to receive the subsequent application of work of other trades and subcontractors. Subcontractor shall be responsible for any damage that may be sustained by the Contractor or others for incorrect location of the Work or portions thereof.

ARTICLE TEN: CLEAN UP

10.1 Subcontractor agrees to clean up and remove all its debris, rubbish, hazardous or toxic discharges and surplus materials as the Work progresses and to keep its own work protected from damages by the elements and from damage likely to occur in the performance of the Work and to protect all other parts of the Project from damage likely to be caused by Subcontractor’s Work. Should any such damage occur, Subcontractor agrees to immediately repair the same. Any default of Subcontractor in any such cleaning or protection from damage, may be remedied by Contractor, and the cost thereof deducted (at a rate of $50.00 per hour for Contractor’s labor from the Contract Price).

10.2 All debris from fixtures, appliances, materials and equipment handled by Subcontractor, regardless of who supplied it, shall be picked up DAILY and placed in the designated area on each lot, or in other Contractor -designated area at no cost to Contractor.

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ARTICLE ELEVEN: PERSONAL GUARANTY

Concurrently with execution of this Agreement, Subcontractor shall deliver to Contractor a Guaranty of all of Subcontractor’s obligations hereunder in the form of Exhibit E attached hereto and incorporated herein, duly executed on behalf of a person or entity that controls or is in common control with Subcontractor, and reasonably satisfactory to Contractor.

ARTICLE TWELVE: EQUIPMENT

Should Subcontractor or its employees use Contractor’s or any other subcontractor's equipment, scaffolding or other facilities, it is understood and agreed such use shall be at Subcontractor’s sole risk, and by the use thereof, Subcontractor hereby waives all claims and liability against Contractor, assumes the full risk of the operation thereof, and assumes full responsibility for any and all loss, cost, expense, damage, or injury, including reasonable attorneys' fees, arising therefrom. Security may, at Contractor’s discretion, be utilized at various times during the course of construction. This, however, will not constitute acceptance of or responsibility for the security and safekeeping of Subcontractor’s equipment or materials by Contractor.

ARTICLE THIRTEEN: WARRANTY

13.1 In addition to the specific guarantees required by the Scope of Work and the Specifications for the Work, Subcontractor guarantees all the work to be performed and all the materials to be furnished under this Agreement against patent defects in material or workmanship for a period of one (1) year from the close of escrow on such property resulting from failure in material or workmanship which may occur during said one year period at its own expense and without cost to Contractor.

Subcontractor acknowledges and agrees that this warranty obligation is not intended to be covered by the OCIP Policy, if applicable, discussed in Article 15 below, and further agrees to make no claim for insurance coverage of this warranty obligation under the OCIP. In addition to complying with any other requirements of this Agreement, the Work of Subcontractor shall comply with all functionality standards specified in California Civil Code Sections 896 et seq. in force at the time of completion of the Work, and as may be amended from time, and any “fit and finish” items set forth in Civil Code Section 900. With regard to any claims arising under Civil Code Sections 896 et seq., Subcontractor shall comply with any and all “pre-litigation dispute resolution procedures” adopted by Contractor, and provide Contractor with reasonable cooperation in responding to and/or defending against such claims.

Subcontractor shall provide Contractor with warranties for all “manufactured products” installed in each home constructed, and shall supply maintenance recommendations and “useful life” information to Contractor in compliance with Civil Code Section 896(g)(3).

13.2 If additional work is required by other trades following completion of work, Subcontractor shall immediately notify the Contractor of the necessary follow-up trades.

13.3 In fulfillment of Subcontractor’s obligations above if any of the Work is found to be not in accordance with the requirements of this Agreement, Subcontractor shall, at Contractor’s option, repair or replace any defective or nonconforming materials, equipment, or work at Subcontractor’s sole expense immediately upon notification thereof, to the satisfaction of Contractor. The cost to repair any adjacent materials, equipment, or work disturbed or damaged during or as a result of any such

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corrective work, shall also be paid by Subcontractor. All corrective materials, equipment, and work is guaranteed in accordance with this Article. If Subcontractor fails, neglects, or refuses, within twenty four (24) hours after notice is made by Contractor, to correct any defective materials, equipment, or work, Contractor may, without further notice or demand, cause such defective materials, equipment, or work to be repaired or replaced by others. Subcontractor shall immediately reimburse Contractor for the cost of such repair or replacement. If Subcontractor fails to immediately reimburse Contractor, Contractor may deduct the repair costs from payment due to Subcontractor for this Agreement, or any other contract with Subcontractor. Nothing contained in this section shall be construed to establish a period of limitation with respect to other obligations which Subcontractor might have under this Agreement.

13.4 It is the policy of Contractor to provide each homeowner with a “Walk-through” of his or her home a few days prior to close of escrow, and all items noted as needing correction during the Orientation shall be corrected as soon as possible, and before each homeowner closes escrow if possible. Therefore, when Subcontractor is notified by Contractor of the need to perform warranty work relating to “Walk-through” items, Subcontractor shall immediately complete all such “Walk- through” correction items. Such corrective work must be fully completed within three (3) days of receipt of notice of correction. With regard to regular (non-Orientation) warranty items, Subcontractor shall complete such corrective work within five (5) working days from receipt of the original notice from Contractor. A 7-day-a-week and 24 hour on-call emergency service must be provided by roofing, plumbing, electrical and HVAC subcontractors. Emergency service requests will require IMMEDIATE attention by the Subcontractor. Subcontractor shall respond telephonically within one (1) hour to any emergency service request and shall send service personnel to the residence within two (2) hours after receipt of an emergency service request call. In the event of an emergency, Subcontractor agrees to respond and repair or replace any work or materials within 24 hours of receiving notice. Should Subcontractor fail to respond to such emergency, or fail to complete such repairs within the 24 hour period, Subcontractor acknowledges that its actions will cause damage to the reputation of Contractor, and may damage the relationship of Contractor with its homeowners. Such damages would be extremely difficult and impractical to precisely compute. The parties therefore agree that as liquidated damages, and not as a penalty, Subcontractor will pay Contractor the sum of $250.00 for every emergency call to which it fails to respond or complete such work within the 24 hour time period.

Subcontractor further agrees that the amount of such liquidated damages may be backcharged against any then open trade contract between Contractor and Subcontractor.

13.5 Subcontractor agrees to and shall abide by Contractor’s Homeowner Warranty and Customer Service policies and procedures, as the same may be modified or amended by Contractor, during Subcontractor’s performance of the Work and when performing any warranty work pursuant to this Agreement. Subcontractor shall be required to give the homeowner notification that the homeowner’s warranty service call will be within a four (4) hour period in either the morning or the afternoon.

Should Subcontractor agree to make warranty repairs to a specific home, and fail to keep its appointment with the homeowner, without giving at least twenty-four (24) hours’ notice of cancellation to the homeowner, or does not keep such appointment within the set four (4) hour period, Subcontractor acknowledges that its actions will cause damage to the reputation of Contractor, and may damage the relationship of Contractor with its homeowners. Such damages would be extremely difficult and impractical to precisely compute. The parties therefore agree that as liquidated damages, and not as a penalty, Subcontractor will pay Contractor the sum of $250.00 for every appointment it

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misses or is over four (4) hours late in keeping for warranty service calls. Subcontractor further agrees that the amount of such liquidated damages may be backcharged against any then open trade contract between Contractor and Subcontractor.

13.6 Subcontractor shall have representatives (service persons) responsible for warranty work.

These persons shall be professionally attired with proper identification as to the company they represent. They must be able to communicate in English with homeowners. They must be able to work in an environment that may be stressful due to adversarial situations. The service persons must be able to remain focused and work politely, professionally, effectively, efficiently and cheerfully under these conditions.

13.7 If additional work is required by other trades following completion of warranty work, Subcontractor shall immediately notify the Contractor’s Customer Service Department of the necessary follow-up trades.

13.8 Subcontractor will, upon reasonable request of the Contractor and at no charge to Contractor, periodically inspect the models and will provide parts to repair any damages.

ARTICLE 14: INDEMNITY

14.1 Civil Code Section 2782(c) Indemnity Provision.

14.1.1 For residential construction (as the term “residential construction” is used in California Civil Code Section 895, et seq.), Subcontractor shall, to the fullest extent permitted by law and to the extent not covered by the OCIP/Wrap-up Insurance, indemnify, defend and hold harmless Contractor, Owner, and their parent, subsidiary and affiliated entities, and all such parties’ partners, shareholders, members, officers, directors, agents, representatives and employees and Owner’s lender(s) (collectively, “Indemnitees”), and each and all of them, from and against and any and all losses, damages, liabilities, demands, expenses, costs, debts, causes of action, suits, penalties, fines, judgments, claims and liens, including without limitation, attorneys’ fees, consulting costs and court costs, including, without limitation, the cost of appellate proceedings and disbursements arising out of construction defects (“Construction Defect Claims”) except to the extent the Construction Defect Claims arise out of, pertain to, or relate to the negligence of Contractor or Contractor’s other agents, other servants or other independent contractors who are directly responsible to Contractor or for defects in design furnished by those persons, or to the extent the Construction Defect Claims do not arise out of, pertain to, or relate to the scope of Subcontractor’s Work under this Agreement.

14.1.2 Duty to Defend For Construction Defect Claims. To the extent one or more claims based upon defects in, or inferiority of, the materials or workmanship of the Work (“Construction Defect Claim”) are asserted against the Indemnitees giving rise to a duty to defend, Subcontractor will satisfy its defense obligation in accordance with California Civil Code § 2782(c) – (e). Within ninety (90) days after written notice of the Construction Defect Claim is provided to Subcontractor, Subcontractor must provide written notice to the Indemnitees that it will satisfy its defense obligation under this paragraph. Subcontractor must choose to satisfy its defense obligation with regard to a Construction Defect Claim by electing either of the following choices:

A. Subcontractor agrees to defend and control the defense of any Construction Defect Claim or portion thereof to which the defense obligation applies above subject to the rules and laws concerning conflicts of interest. Subcontractor shall engage and retain counsel of its choice to defend such claim. Said defense by Subcontractor shall be a full and complete defense of the

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Indemnitees to the extent alleged to be caused by Subcontractor, including any vicarious liability claims against the Indemnitees resulting from the Work. Subcontractor’s defense obligation shall include the engagement of professionals, experts and/or consultants reasonably necessary to the provision of said full and complete defense of the Indemnitees. Accordingly, Subcontractor shall be solely responsible for all defense costs and expenses related to Subcontractor’s defense of the Indemnitees including, without limitation, all attorneys’ fees, court costs and all other professional, expert and/or consultants’ fees and costs. In the event of a material, current, actual, or unwaivable conflict of interest, the Indemnitees do not waive, release or relinquish their right to the appointment of separate counsel; or
B. The Indemnitees shall be entitled to select the attorney and experts engaged to defend the Indemnitees against the Construction Defect Claim and to control and make all decisions, in their sole and absolute discretion, related to said claim. Subcontractor agrees to pay, on an ongoing basis during the pendency of the claim, a reasonable allocated share of the fees and costs incurred by the Indemnitees in defending said claim. The Indemnitees shall, in their sole discretion, determine Subcontractor’s allocated share. The Indemnitees shall determine said allocation after careful consideration of the nature of the allegations, potential liability exposure, the Work, and the number of parties with allegations related to their scope of work. The Indemnitees and Subcontractor agree that share allocation at the commencement of the Construction Defect Claim may be difficult to calculate and that the methodology identified herein may be altered as necessary to achieve an allocation determination that is reasonable. Subcontractor shall pay the Indemnitees its allocated share within thirty (30) days of receipt of an invoice from the Indemnitees. Indemnitees agree to reimburse Subcontractor that portion of Subcontractor’s allocated share that is not attributable to or arise out of the Work by or for Subcontractor. Such reimbursement obligation shall arise upon entry of judgment, issuance of a binding arbitration award or execution of a final settlement agreement that allocates the Indemnitees’ and Subcontractor’s proportionate liability (“Final Determination”).

C. Consequences for Breach of Defense Obligation.
(i) If Subcontractor fails to timely and adequately perform its defense obligations herein, Subcontractor waives any and all rights to challenge, contest or dispute the amount or reasonableness of any settlement of the claim reached by the Indemnitees or any other Contractor and the claimants. Subcontractor shall be bound by the amount of any settlement of the claim reached by the Indemnitees or any other Contractor and the claimants. The binding effect of this provision shall in no way diminish or reduce Subcontractor’s right to defend itself or assert all available defenses relevant to its liability in any subsequent trial.
(ii) Upon Subcontractor’s failure to timely and adequately perform its defense obligations herein, the Indemnitees may, at their sole option, elect in writing either to: (1) treat this Agreement as continuing and enforce the same by specific performance; (2) seek compensatory and consequential damages, reasonable attorney’s fees and costs incurred to recover said damages and interest on defense and indemnity costs from the date incurred; or (3) increase Subcontractor’s allocated share by fifty percent (50%), not as a penalty, but as an agreed, reasonable liquidated damage. The Indemnitees and Subcontractor agree that at the time this Agreement is entered into actual damages are difficult to calculate and that an increase in Subcontractor’s allocated share by fifty percent (50%) shall be a reasonable approximation of actual damages incurred, but without the expense or litigation. In the event of election by the Indemnitees to seek liquidated damages set forth above, ten (10) days written notice to Subcontractor shall be given. The liquidated damages identified above shall be paid to the Indemnitees upon demand. Such liquidated damage will not be subject to reallocation. The Indemnitees may sue to collect such liquidated damages from Subcontractor.

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14.2 Liabilities Other Than Civil Code Section 2782.

14.2.1 In the event Indemnitees shall have a claim made against them for, or become involved in litigation or arbitration because of, claims for personal injuries, death, property damage, liens, stop notices or charges of any kind against the site of the Project; Subcontractor’s failure to fulfill its obligations under the Agreement; claims under workers compensation acts, California Labor Code section 218.7, or any other employee benefit acts with respect to Subcontractor’s employees; violation of any federal, state or local law, regulation or code; infringements of patents, or violations of patent rights; or any other type of claims, damages, injury or loss arising out of or related to the activities of or the work performed (including any addenda to this Agreement, "extras" or claimed written or verbal change orders to this Agreement) by Subcontractor, its agents, employees, servants, suppliers or subcontractors (the “Liability”), it is the express intent of the parties to this Agreement that Subcontractor shall indemnify, defend and hold the Indemnitees harmless, to the maximum extent permitted by law, against any and all such claims, damages, injury, loss, liability and expense, including but not limited to, attorneys' fees, litigation costs and expert fees incurred as a result thereof.

It is expressly agreed and understood by Subcontractor and Contractor that the obligations imposed upon Subcontractor by this provision are unequivocally binding, valid and enforceable and are intended to apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Subcontractor, and are enforceable even if it is claimed or established that Contractor or Owner was passively negligent, strictly liable in tort or otherwise responsible for any such claims, damages, injury, loss, liability or expense. Notwithstanding the foregoing, (i) Subcontractor shall not be obligated to indemnify the Indemnitees to the extent such Liability is caused by the negligence or willful misconduct of the Indemnitees; (ii) Subcontractor shall only be obligated to indemnify the Indemnified parties to the extent the Liability is determined by a court or forum of competent jurisdiction to arise from the negligence, intentional acts or willful misconduct of Subcontractor; and (iii) nothing herein shall be construed to require Subcontractor to indemnify the Indemnitees for Liability arising from the sole negligence or willful misconduct of the Indemnitees.

Payment to Subcontractor by Contractor shall not be a condition precedent to enforcing the Indemnitees’ rights to indemnification. The indemnity set forth in this section shall survive the expiration or termination of this Agreement until such time as all actions against Contractor or Owner on account of any matter covered by this indemnity are barred by the applicable statute of limitations.

14.2.2 Duty to Defend For Non-Construction Defect Claims. To the fullest extent permitted by law, Subcontractor shall defend the Indemnitees at Subcontractor’s sole cost and expense and with legal counsel approved by Contractor, which approval shall not be unreasonably withheld.

Subcontractor’s duty to defend exists and includes any other claims or demands alleged by the party asserting the claim, including any allegations that the Indemnitees were negligent or otherwise responsible for the claim. Subcontractor’s duty to defend the Indemnitees is entirely separate from, independent and free of Subcontractor’s duty to indemnify the Indemnitees, and includes, without limitation, defense of Contractor and Owner regardless of the theory of liability asserted against Contractor or Owner, and applies whether the issue of Subcontractor’s negligence, breach of Agreement or other fault or obligation has been determined and whether Contractor has paid any sums, or incurred any detriment, arising out of or resulting directly or indirectly from Subcontractor’s performance of the Work. The prevailing party in any action to enforce the indemnity provisions herein shall be entitled to recover its reasonable attorneys’ fees and costs.

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ARTICLE 15: INSURANCE

15.1 Casualty Insurance.

The Subcontractor shall, at its sole cost and expense, procure and maintain insurance on all of its operations and the Work, with insurers acceptable to Contractor, as follows:

15.1.1 Workers’ Compensation and Employer’s Liability Insurance. Subcontractor shall procure, maintain and keep in effect continuously during the life of this Agreement the following Worker’s Compensation insurance coverages:
1) Workers’ Compensation – Statutory Limits
2) Employer’s Liability
a. Bodily Injury by accident: $1,000,000 each accident; b. Bodily Injury by disease: $1,000,000 policy limit; c. Bodily Injury by disease: $1,000,000 each employee; 3) Provide and attach to the Certificate of Insurance a Waiver of Subrogation in favor of the Indemnities, all Eligible Parties if Section 15.1.6 is applicable, and any other party identified by Contractor in writing.
4) Provide and attach proof that Subcontractor’s worker’s compensation Experience Modification Rate (EMR) as of the date of the Agreement is less than 1. Subcontractor shall promptly notify Contractor in writing whenever Subcontractor’s EMR is 1 or higher.

15.1.2 Automobile Liability Insurance. Subcontractor shall procure, maintain and keep in effect continuously during the life of this Agreement, the following commercial automobile liability insurance coverages
1) Auto Liability limits of not less than $1,000,000 each accident, combined Bodily Injury and Property Damage Liability insurance including, but not limited to, owned autos, hired or non-owned autos. Personal Auto Policies are NOT acceptable. 2) Provide and attach to the Certificate of Insurance an Additional Insured endorsement in favor of the Indemnities, all Eligible Parties if Section 15.1.6 is applicable, and any other party identified by Contractor in writing.

15.1.3 Owner Controlled Insurance Program.

The Owner has purchased a “Wrap-Up” insurance program (Owner Controlled Insurance Policy) for the Project. Subcontractor agrees that it shall comply with all of the administrative, insurance, and other requirements set forth in Exhibit D – OCIP Addendum. Contractor and Owner reserve the right, in their sole discretion, to include or exclude Subcontractor from the OCIP, notwithstanding Subcontractor’s apparent eligibility for same. If Subcontractor is excluded from the OCIP or does not otherwise enroll in the OCIP or comply with the requirements of Exhibit D – OCIP Addendum, Subcontractor shall, at its sole cost and expense, procure and maintain the commercial general liability insurance set forth in Section 15.1.4. If Subcontractor is duly enrolled in the OCIP and otherwise in compliance with the requirements of Exhibit D – OCIP Addendum, Subcontractor is excused from satisfying the requirements of Section 15.1.4.

15.1.4 Commercial General Liability Insurance.

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Subcontractor shall procure, maintain and keep in effect continuously during the life of this Agreement, commercial general liability insurance, written on an occurrence policy form (“modified occurrence” and “claims-made” are not acceptable), including premises-operations (including explosion, collapse and underground coverage) and products-completed operations coverage, with limits of not less than $1,000,000 bodily injury and property damage per occurrence limit, $2,000,000 general aggregate limit, $1,000,000 personal injury and advertising limit, and $2,000,000 products- completed operations aggregate limit (with a “per project” endorsement specifying the Project), and with deductibles or self-insured retentions acceptable to Contractor. All liability policies shall provide, without limitation, severability of interests (full separation of insureds with no insured vs. insured exclusions or limitations), contractual liability coverage (including coverage to the maximum extent possible for the indemnification contained in this Agreement), broad form property damage coverage (including completed operations) and a duty to defend in addition to (without reducing) the limits of the policy(ies). The required limits may be provided by a combination of primary and umbrella and/or excess liability policies, all written on an occurrence policy form (“modified occurrence” and “claims made” forms are not acceptable), with umbrella/excess coverage at least as broad as the primary general liability insurance. Subcontractor agrees to maintain continuous coverage for the insurance required in this subparagraph in effect during the term of this Agreement and at least ten (10) years beyond the completion or termination of the Work hereunder or completion of the Project, whichever is later. Subcontractor shall provide and attach to the Certificate of Insurance an Additional Insured endorsement in favor of the Indemnities and any other party identified by Contractor in writing.

15.1.5 Professional Liability Insurance. If Subcontractor has design or engineering responsibility in the execution of its Subcontract obligations, Subcontractor shall provide Professional Liability coverage with limited contractual liability coverage in favor of Contractor and a deductible no greater than $50,000 per claim. Any deductible or self-insured retention (SIR) must be clearly identified on the Certificate of Insurance and is subject to Contractor’s approval. This insurance shall be maintained for not less than the duration of the project and ten (10) years following completion of construction. Retroactive date of such policy must be on or before the date Subcontractor (and its consultants/subcontractors) began providing professional services for the project. Limits of liability shall be not less than $2,000,000 per claim.

15.1.6 Other Requirements:

1) All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to the additional insured(s) in the event of cancellation, non-renewal or material reduction in coverage. Ten (10) days notice of cancellation for non-payment only is acceptable.
2) All policies must be written by insurance companies whose rating in the most recent Best’s Rating Guide, is not less than A: 8 or better. All coverage forms must be acceptable to Contractor. If requested by Contractor, Subcontractor shall provide certified copies of all such policies to Contractor within 30 days of such request.
3) Certificates of Insurance with the required endorsements evidencing the required coverages must be delivered to the Contractor prior to commencement of any work under this Agreement.
4) Contractor reserves the right, in its sole discretion, to require higher limits of liability coverage if, in Contractor’s opinion, operations by or on behalf of Subcontractor create higher

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than normal hazards, and to require Subcontractor to name additional parties in interest to be Additional Insureds.
5) In the event that rental of equipment is undertaken to complete and/or perform the work, Subcontractor agrees that it shall be solely responsible for such rental equipment and costs relating of insurance for such equipment rented. Such responsibility shall include, but not be limited to, theft, fire, vandalism and use by unauthorized persons. 6) Subcontractor shall require each sub-subcontractor and supplier to purchase and maintain insurance coverage as provided in this Article. 7) In the event that materials or any other type of personal property (“personal property”) are acquired for the Project or delivered to the Project site, Subcontractor agrees that it shall be solely responsible for such property until it becomes a fixture on the Project, or otherwise is installed and incorporated as a final part of the Project. Such responsibility shall include, but not be limited to, theft, fire, vandalism and use by unauthorized persons. 8) NO ENDORSEMENT LIMITING OR EXCLUDING A REQUIRED
COVERAGE IS PERMITTED.
9) The requirement for carrying the insurance set forth in this Article shall not derogate in any way from the provisions for indemnification set forth in this Agreement. 10) Subcontractor hereby waives all rights of recovery, whether under subrogation or otherwise, because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, against Owner, Contractor, OCIP Administrator, its or their officers, agents, or employees, and any other Contractor, Subcontractor or other individual or entity performing work or rendering services on behalf of Contractor in connection with the planning, development and construction of the Project. Subcontractor shall also require that all insurance policies related to the Work secured by Subcontractor or its sub-tier subcontractors to include clauses providing that each insurance underwriter shall waive all of its rights of recovery by subrogation, or otherwise, against Subcontractor and Contractor together with the same parties referenced immediately above in this Section. Subcontractor shall require similar written express waivers and insurance clauses from each of its sub-subcontractors. This provision shall apply to each Subcontractor performing work or rendering services on behalf of Contractor in connection with the planning, development and construction of the Project irrespective of whether or not it is Eligible in the OCIP. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.
11) Nothing contained in this Article or the OCIP Insurance Policies shall relieve Subcontractor of its obligation to exercise due care in the performance of its duties in connection with the Work and to complete the Work in strict compliance with the Contract Documents, and in particular, to perform all warranty obligations. Subcontractor acknowledges and agrees that claims arising out customer service calls during the first year of occupancy or as a result of Subcontractor’s failure to complete its Work under the Agreement are not covered by the OCIP policy.

ARTICLE 16: INTENTIONALLY OMITTED

ARTICLE 17: PROTECTION OF WORK AND MATERIALS

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17.1 The Subcontractor shall adequately secure and protect the Work and the materials and equipment to be incorporated into the Work, whether in storage on-site, in storage off-site or in transit, whether under the care, custody or control of the Contractor, Subcontractors, sub-subcontractors or materialmen, and Subcontractor assumes full responsibility for the safety, protection and condition thereof, including without limitation theft or casualty loss, until final such Work and materials are fully incorporated into the Project and accepted by Owner and Contractor. The Subcontractor further agrees to provide the protection necessary to protect the work and workmen of Contractor, Owner, suppliers, materialmen and other subcontractors from Subcontractor’s operations.

17.2 The Subcontractor recognizes that a reasonable amount of damage to the Work and work of others will occur during the course of construction. When the damaging party cannot be identified, Contractor shall allocate the costs to repair the damage among the likely parties. The Contractor’s allocation shall be final and binding on Subcontractor, so long as the allocation is reasonable and made in good faith.

ARTICLE 18: RECOURSE BY CONTRACTOR

18.1 The Contractor may demand adequate written assurance from Subcontractor of its ability to perform under this Agreement. The Subcontractor’s failure to provide that assurance within fifteen (15) days is a default under section 18.2 of this Agreement.

18.2 If Subcontractor refuses or neglects to provide a sufficient number of properly skilled workers and proper materials to maintain the Project Schedule, or fails to properly and diligently prosecute the Work, or fails to make prompt payment to its workers, subcontractors, materialmen or suppliers, or becomes delinquent with respect to contributions or payments required to be made to any health and welfare, pension, vacation, apprenticeship or other employee benefit program or trust, or fails to provide adequate assurance pursuant to section 18.1, or is otherwise guilty of a material breach of a provision of this Agreement, such shall constitute a default by Subcontractor. If Subcontractor fails to commence and satisfactorily continue correction of a default within twenty -four (24) hours after Subcontractor’s receipt of notice of default, then Contractor, without prejudice to any other rights or remedies, shall have the right to any or all of the following remedies:
(a) Provide such number of workers and quantity of materials, equipment and other facilities as Contractor deems necessary for completion of the Work or any part thereof, which Subcontractor has failed to timely complete or perform, and charge the cost thereof to Subcontractor, who shall be liable for the payment of such cost, including profit, expenses and attorneys’ fees incurred as a result thereof;
(b) Contract with one or more additional subcontractors to perform such part of the Work as Contractor shall determine will provide the most expeditious completion of the Work and charge the cost thereof to Subcontractor;
(c) Withhold payment of any amount due Subcontractor pending corrective action to the extent required by Contractor;
(d) Terminate Subcontractor’s right, in whole or in part, to perform the Work and use any materials, implements, equipment, appliances, facilities or tools furnished or belonging to

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Subcontractor to complete the Work, without any additional compensation to Subcontractor for such use;
(e) Require Subcontractor to assign and transfer to Contractor, in whole or in part, Subcontractor’s subcontracts, orders and commitments relating to the Work. The Subcontractor shall execute and deliver all documents and take all action required to transfer Subcontractor’s rights in subcontracts, orders and commitments relating to the Work to Contractor; (f) Require Subcontractor to cancel all, or part, of Subcontractor’s subcontracts, orders and commitments relating to the Work;
(g) Require Subcontractor to sell at prices approved by Contractor such materials, equipment, tools, supplies, and facilities obtained pursuant to this Agreement, as Contractor shall direct, the proceeds of such sale shall be paid to Contractor or credited to Contractor, as Contractor shall direct;
(h) Withhold payments to Subcontractor until the Work has been completed. At that time, all costs, including expenses and attorneys’ fees, incurred by Contractor to complete the Work, plus fifteen percent (15%) mark-up for overhead and profit shall be deducted from the Contract Price. The Subcontractor shall be liable for payment of any amount which exceeds the unpaid balance of the Contract Price.

18.3 In the event of an emergency affecting the safety of persons or property, Contractor may proceed with the remedies set forth in 18.2, without written notice to Subcontractor.

18.4 The Contractor may at any time and for any reason, with or without cause, terminate this Agreement. Such termination shall be by written notice to Subcontractor. (a) Upon receipt of such notice, Subcontractor shall, unless the notice directs otherwise, immediately discontinue the Work and placing of orders for materials, equipment, facilities and supplies relating to the Work. If requested by Contractor, Subcontractor shall make every reasonable effort to procure cancellation of all existing subcontracts, orders and commitments upon terms satisfactory to Contractor or, at the option of Contractor, Subcontractor shall give Contractor the right to assume those obligations directly, including all benefits to be derived therefrom. The Subcontractor shall thereafter do only such work as may be necessary to preserve and protect the Work already in progress and to protect materials, equipment, facilities and supplies at the Project or in transit thereto. (b) In the event of termination without cause, the Subcontractor shall be entitled to payment only as follows: (i) That portion of the Work actually completed in conformity with this Agreement.

There shall be deducted from such sums as are provided for payment of Subcontractor above, the amount of any payments made to the Subcontractor prior to the date of termination of this Agreement.

Subcontractor shall not be entitled to any claim, or claim of lien, against Contractor or Owner, for any additional compensation or damages in the event of such termination and payment. In the event this Agreement is terminated for cause, Subcontractor shall be entitled to further payment only if and to the extent remaining after Contractor’s exercise of all remedies herein.

18.5 The Contractor may withhold or nullify on account of subsequently discovered evidence, the whole or part of any payment to Subcontractor to the extent necessary to protect Contractor from loss, including costs, expenses and attorneys’ fees on account of: (1) failure of Subcontractor to remedy defective work; (2) claim or reasonable evidence indicating a probable claim arising out of Subcontractor’s acts or omissions; (3) failure of Subcontractor to make prompt payments to its subcontractors or for material, labor or fringe benefits; (4) reasonable doubt that this Agreement can be

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completed for the balance of the unpaid Contract Price; (5) damage to Contractor, Owner, the Project or other subcontractor arising out of Subcontractor’s acts or omissions; (6) penalties, fines, taxes or assessments against Contractor, Owner, the Project or Subcontractor resulting from Subcontractor’s failure to comply with any state, federal or local law, ordinance or regulations; (7) claims Contractor may have against Subcontractor arising out of other projects; or (8) any other ground for withholding payment allowed by state or federal law, or as otherwise provided in this Agreement. When the above matters have been rectified, the amounts due to Subcontractor shall be paid or credited to Subcontractor.

18.6 The waiver of any neglect, failure or default on the part of Subcontractor by Contractor shall not constitute the waiver of any additional or continued neglect, failure or default by Subcontractor.

18.7 Upon the appointment of a receiver for Subcontractor, or upon Subcontractor making an assignment for the benefit of creditors, or upon Subcontractor seeking protection under the Bankruptcy Code, or upon Subcontractor committing any other act of insolvency, Contractor may, absent any applicable legal limitation, terminate this Agreement upon forty-eight (48) hours written notice, by certified mail, to Subcontractor, its trustee, and its surety, if any, unless Subcontractor, its trustee, or its surety: (1) promptly cures all defaults; (2) provides adequate assurance of future performance of this Agreement; (3) compensates Contractor for actual pecuniary loss resulting from all defaults; and (4) assumes the obligations of Subcontractor within the statutory time limits.

18.8 If Subcontractor is not performing in accordance with the Project Schedule at the time of entering an order for relief, or at any subsequent time, while Contractor is awaiting the decision of Subcontractor or its trustee to reject or accept this Agreement and provide adequate assurance of its ability to perform hereunder, Contractor may avail itself of such remedies as are reasonably necessary to maintain the Project Schedule. The Contractor may offset against any amounts due or to become due to Subcontractor, all costs incurred in pursuing any of the remedies provided herein, including reasonable overhead, profit, expenses and attorneys’ fees incurred as a result of Subcontractor’s non- performance. The Subcontractor shall be liable for the payment of any amount which such costs, overhead, profit, expenses and attorney’s fees exceed the unpaid balance of the Contract Price.

ARTICLE 19: ASSIGNMENT OF CONTRACT

19.1 Subcontractor shall not, without written consent of Contractor, assign, transfer or sublet the Work, in whole or in part, nor assign any payment hereunder. The assignment, transferring or subletting of the Work, in whole or in part, shall not relieve Subcontractor of its responsibilities under this Agreement.

19.2 If Subcontractor subcontracts any of the Work, such subcontract will incorporate by reference all provisions of this Agreement and shall bind the sub-subcontractor to all of the terms and conditions of this Agreement.

19.3 Contractor shall have the absolute right to assign all or any portion of its right under this Agreement or in the Project to any party including Owner’s lender(s) without the consent of Subcontractor. Subcontractor agrees to consent in writing to any assignment by Contractor of this Agreement to Contractor’s lender(s), if any. In connection with the financing obtained by Owner,

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Subcontractor shall execute and deliver any and all instruments required by Contractor, Owner or its lender(s) including, but not limited to, lender(s) form of assignment/consent.

ARTICLE 20: BOND REQUIREMENTS

Subcontractor shall furnish, upon written request of Contractor, a corporate surety bond written by a surety company authorized to conduct business in the State of California, to guarantee the faithful performance of this Agreement and the payment for all Work and materials furnished under this Agreement. The bond shall be in an amount equal to the Subcontract Price. Contractor shall pay for such surety bond provided that the premium thereof does not exceed the then existing rate commonly charged by corporations conducting a surety business in the State of California. In the event that Contractor notifies Subcontractor prior to the submission of Subcontractor’s bid that a surety bond will be required, Subcontractor shall include the premium of such bond in the price quoted and Subcontractor shall pay for the bond itself. In the event that the Contractor reasonably believes that Subcontractor has exposed Contractor to potential liability under California Labor Code section 218.7, Subcontractor shall pay for the bond itself. Contractor shall have the right to demand such surety bond at any time during the progress of the job, and in the event of the failure of Subcontractor to furnish surety bond within five (5) business days after written demand by Contractor, Subcontractor will be deemed to be in default of this Agreement.

ARTICLE 21: USE OF CONTRACTOR’S OR OWNER’S EQUIPMENT

The use of any of Contractor’s or Owner’s equipment or service, including, but not limited to, rigging, blocking, hoist, ladders, tools, or scaffolding by Subcontractor, given, loaned or rented to Subcontractor by Contractor or Owner shall be upon the distinct understanding that Subcontractor uses such equipment or service, including temporary power and other similar services, at his own risk and takes the same “as is”, and Subcontractor assumes all responsibility for and agrees to indemnify, defend, protect and hold Contractor and Owner harmless in accordance with the terms of the Agreement from the use thereof, whether such damage results to Subcontractor or its own employees or property or to other persons or other employees or properties of other persons. Nothing herein contained shall be deemed to permit any such use by Subcontractor without the prior written consent of Contractor.

ARTICLE 22: INDEPENDENT CONTRACTOR

22.1 The Subcontractor is an independent contractor and shall, at its sole cost and expense, and without increase in the Contract Price: (1) comply with laws, codes, orders, citations, rules, regulations, ordinances, standards and statutes of all governing bodies having jurisdiction over the Work; (2) obtain all necessary permits and licenses to deliver its materials and perform the Work; and (3) pay all manufacturers’ taxes, sales taxes, use taxes, processing taxes, federal taxes, state taxes, county taxes, municipality taxes, insurance, and contributions for social security and unemployment which are measured by wages, salaries, or other remunerations paid to Subcontractor’s employees, whether levied under existing or subsequently enacted laws, rules or regulations. At Contractor’s request, Subcontractor shall furnish evidence satisfactory to Contractor that any or all of the foregoing obligations have been fulfilled.

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22.2 The Subcontractor acknowledges that Contractor and Owner rely on Subcontractor's special expert knowledge of the laws, codes, orders, citations, rules, regulations, ordinances, standards and statutes that apply to the Work. Contractor and Owner rely on the special expert knowledge of Subcontractor regarding integrating and coordinating the Work with the scope and work of other trades and Subcontractors.

ARTICLE 23: LINES, GRADES AND MEASUREMENTS

Subcontractor shall verify the accuracy of all lines, levels and measurements and their relation to benchmarks, property lines, reference lines and dimensions which are governed by conditions already established, as they relate to the Work of the Subcontractor. No variation from specified lines or grades or dimensions shall be made except on written authority of Contractor.

ARTICLE 24: SHOP AND DESIGN DRAWINGS

24.1 If Subcontractor makes changes in design, including dimensional changes, either through shop drawings or actual field work, it shall accept all responsibility for structural and functional adequacy and obtaining approval of such changes by Owner and Architect. In addition, Subcontractor shall be responsible for the costs of additional work, modifying and repairing work by other trades or Contractor, resulting from such changes.

24.2 If Subcontractor is responsible for design drawings, it shall accept all responsibility for structural, functional, and design adequacy of such drawings and obtaining approval of Owner, Architect and governing authorities of such drawings. Any structural or functional failure or inadequacy that may result from such design drawings shall be remedied by the Subcontractor. In addition, the Subcontractor shall be responsible for the costs of additional work, modifying or repairing work by other trades or Contractor, architectural and engineering changes, loss of rent, and any other damages resulting from such structural or functional failure or inadequacy.

24.3 If this Subcontract is based on preliminary, outline, or otherwise unfinished Plans and Specifications, Subcontractor accepts responsibility for cooperating and coordinating with Owner, Contractor, Architect and other trades in developing final Plans and Specifications so as not to impose additional work or cost on other trades or Contractor or to cause an increase in the Contract Price.

24.4 The Subcontractor’s obligations include taking field measurements for the Work and approval of shop drawings by Owner and Architect.

24.5 The Subcontractor shall not be relieved from correcting Work reflected in error on its shop drawings, not conforming to field requirements, or not complying with the terms of this Agreement. It is not incumbent upon Contractor to discover mistakes, errors, omissions or deviations in the quality, quantity or type of materials used by Subcontractor or in the shop drawings, schedules and reports submitted by Subcontractor, and Contractor’s or Owner’s approval of such shall not relieve Subcontractor from responsibility for unauthorized changes, mistakes, errors, omissions or deviations of any sort.

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24.6 The Subcontractor shall be responsible for reviewing and having complete familiarity with shop drawings provided by Contractor, other subcontractors and suppliers, so that Subcontractor will avoid conflicts with the work of other trades.

ARTICLE 25: SUBCONTRACTOR KEY PERSONNEL

Subcontractor agrees to furnish Contractor with the proper names and phone numbers of key field personnel. The following contact list must be completed as a condition of this Agreement prior to commencement of any work under this Agreement.

Field Superintendent: Name: ______________________________________________

Phone#: ( ) Fax#: ( )_____________ Mobile#: ( ) email: ___________________

Scheduling of Work: Name: ______________________________________________

Phone#: ( ) Fax#: ( )_____________ Mobile#: ( ) email: ___________________

Safety Superintendent: Name: ______________________________________________

Phone#: ( ) Fax#: ( )_____________ Mobile#: ( ) email: ___________________

Scheduling of Service: Name:________________________________________________

Phone#: ( ) Fax#: ( )_____________ Mobile#: ( ) email: ___________________

ARTICLE 26: NOTICE

Any notice, demand or approval, consent or any other communication required or desired to be given under this Agreement shall be in writing, shall be addressed to the parties at their respective addresses set forth in this Agreement, and shall be deemed given when personally served, or if sent by Federal Express or other recognized overnight delivery service, upon receipt thereof, or if given by e-mail, upon receipt thereof, provided such receipt is confirmed as a good transmission, or if given by mail, which shall be by mailing in the United States mail, postage prepaid, certified mail, return receipt requested, upon the expiration of 48 hours after the mailing thereof.

ARTICLE 27: NON-WAIVER

Waiver by Contractor of any breach of this Agreement by Subcontractor shall not constitute a waiver of any subsequent breach of this Agreement.

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ARTICLE 28: SEVERABILITY

In the event that any provision or any part of a provision of this Agreement shall be determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable laws by an authority having jurisdiction, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provisions or parts of provisions of this Agreement which shall remain in full force and effect as if the unenforceable provision were deleted.

ARTICLE 29: CAPTIONS

The titles of any terms or conditions of this Agreement are for convenience only and shall not be deemed to limit, restrict or alter the content, meaning or effect thereof.

ARTICLE 30: NEGOTIATED TERMS

The Contractor and Subcontractor acknowledge that the terms and conditions of this Agreement are the result of negotiations between Contractor and Subcontractor. Any conflict, inconsistency or ambiguity in the terms or conditions of this Agreement shall not be construed against Contractor or Subcontractor.

ARTICLE 31: ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between Contractor and Subcontractor relative to the Project. No oral representations or other agreements, including without limitation credit applications, proposals, requests for proposals, letters of intent, memorandums of understandings, and terms and conditions, have been made by Contractor and Subcontractor except as stated in this Agreement. This Agreement may not be changed in any way except as herein provided, and no term or condition of the Agreement may be waived by Contractor except in writing signed by Contractor’s duly authorized officer or representative.

ARTICLE 32: DISPUTES

32.1 Work Disputes: During all disputes, actions, claims or other matters arising out of or relating to this Agreement or the breach thereof, Subcontractor shall carry on its duties hereunder, and Contractor agrees to pay Subcontractor all amounts not in dispute pursuant to the provisions of this Agreement.

32.2 Dispute Negotiation: If a claim or other dispute arises out of or relates to this Agreement or its breach, the parties shall within five (5) business days of receipt of written notice of such claim or dispute, endeavor in good faith to settle such claim or other dispute through direct face to face discussions among and between high level representatives of Contractor and Subcontractor with authority to resolve the Claim or dispute (hereinafter referred to as “Direct Discussions”). If the claim or dispute cannot be settled through Direct Discussions, as a condition precedent to Arbitration, the parties shall then proceed to non-binding Mediation, pursuant to the Construction Industry Mediation

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Rules of the American Arbitration Association, or the Mediation Rules of Judicial Arbitration & Mediation Services (hereinafter ‘JAMS’), then in effect.

32.3 Mediation: For any claims or disputes solely between Contractor and Subcontractor arising out of or relating to this Agreement, or the breach thereof, Contractor and Subcontractor hereby agree that as a prerequisite to submitting the claim or dispute to consensual binding arbitration, to submit such dispute or claim first to non-binding mediation (unless the parties agree otherwise in writing) administered by a mediator mutually agreed to by both parties and pursuant to the Construction Industry Mediation Rules of the American Arbitration Association, or the Mediation Rules of JAMS, then in effect. The mediation process shall continue until (i) the dispute is resolved, or (ii) the mediator makes a finding that there is no possibility of settlement through mediation, or (iii) either party chooses not to continue further with the mediation process.

32.4 Binding Arbitration: If either party to this Agreement commences a lawsuit or is a party to an arbitration arising under or relating to this Agreement and/or Project, all of the issues in such action, whether of fact or law, shall be arbitrated pursuant to the procedures in effect for the then pending arbitration or, if no arbitration is pending, the Construction Industry Arbitration Rules of the American Arbitration Association, then in effect, or the rules of JAMS, as the parties may agree. The decision of the Arbitrator shall be binding except as to those rights of appeal which are or may be reserved to the parties by operation of law.

32.5 General Provisions Regarding Arbitration:

30.5.1 This section shall inure to the benefit of, and be enforceable by, seller’s subcontractors, agents, vendors, suppliers, design professionals, warranty administrator, insurers and any other person whom buyer contends is responsible for any alleged defect in or to the property or an improvement thereto.

30.5.2 The Arbitrator shall have sole authority to allocate the arbitration fees and costs in the Arbitrator’s Final award; provided, however, this provision does not modify any other provision of this Agreement requiring indemnification or establishing a different allocation of costs between Contractor and Subcontractor.

32.5.3 The written decision of the Arbitrator shall be final and binding. Subcontractor and Contractor expressly agree that an application to confirm, vacate, modify or correct an award rendered by the arbitrator shall be filed in any court of competent jurisdiction in the county in which the property is located.

32.5.4 This arbitration agreement shall be deemed to be a self-executing arbitration agreement.

Any dispute concerning the interpretation or the enforceability of this section, including, without limitation, its revocability or voidability for any cause, any challenges to the enforcement or the validity of this agreement, or this section, or the scope of arbitrable issues under this section, and any defense relating to the enforcement of this section, including, without limitation, waiver, estoppel, or laches, shall be decided by an arbitrator in accordance with this section and not by a court of law.

32.5.5 The participation by any party in any judicial proceeding concerning this section or any matter arbitrable hereunder shall not be deemed a waiver of the right to enforce this section notwithstanding any provision of law to the contrary, shall not be asserted or accepted as a reason to delay, to refuse to participate in, or to refuse to enforce this section.

32.5.6 Except as may be otherwise provided in any warranty agreement between Contractor and the buyers of its homes, the administration fee charged by the arbitration service shall be borne pro

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rata by the parties to the arbitration; provided, however, the administration fees and any other fees and costs of the arbitration shall ultimately be borne as determined by the Arbitrator.

32.5.7 Contractor and Subcontractor expressly agree and acknowledge that this Agreement involves and concerns interstate commerce and is governed by the provisions of the Federal Arbitration Act (9 U.S.C. §1, et seq.) now in effect and as the same may from time to time be amended, to the exclusion of any different or inconsistent state or local law, ordinance, regulation, or judicial rule. Accordingly, any and all disputes (as defined in this section) shall be arbitrated – which arbitration shall be mandatory and binding – pursuant to the Federal Arbitration Act, and to the extent that any state or local law, ordinance, regulation, or judicial rule shall be inconsistent with any provision of the rules of the arbitration service under which the arbitration proceeding shall be conducted, the latter rules shall govern the conduct of the proceeding. The venue of the arbitration shall be in the county where the Project is located unless the parties agree in writing to another location.

32.5.8 If any provision of this section shall be determined by the Arbitrator or by any court to be unenforceable or to have been waived, the remaining provisions shall be deemed to be severable therefrom and enforceable according to their terms.

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BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ

AND UNDERSTAND THE FOREGOING AND ACCEPT THAT THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL.

SUBCONTRACTOR’S INITIALS: _______ CONTRACTOR’S INITIALS: ________

The parties hereto have executed this Agreement as of the date first written above.

CONTRACTOR: SUBCONTRACTOR:

CITY VENTURES CONSTRUCTION, INC. ___________________________

By: ___________________________
By: ___________________________
Its: Print: __________________________
Its: ___________________________
Date: _________________________ Date: _________________________

By: ___________________________
Matt Jansen By: _________________________
Its: Senior VP of Operations Print: ________________________ Its: __________________________
Date: _________________________ Date: _______________________

# 1003565 #___________
(CONTRACTOR’S LICENSE NO.) (SUBCONTRACTOR’S LICENSE NO.)

CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS’ STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE

COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR (4) YEARS OF THE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN TEN(10) YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS’ STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CALIFORNIA, 95826.

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EXHIBIT A
Terms of Payment

This Exhibit is intended to supplement the Agreement. If there is any conflict in language or intent, the Agreement shall prevail.

TERMS

Subcontractor shall bill according to the provisions of the Agreement.

Contractor will make progress payments for each task of Subcontractor’s work only upon completion and acceptance by Contractor.

Subcontractor acknowledges that the only instrument that will be valid to authorize changes or extra work relative to this Agreement will be a change order on Contractor's form only, signed by the Chairman, President or Vice President for Contractor. Any signature(s) on any form(s) other than those stated above, regardless of the verbiage, will not be valid. All extra work performed by the Subcontractor shall be borne by the Subcontractor without recourse to Contractor unless properly authorized as stated above. The price paid to the Subcontractor by the Contractor for properly authorized extra work shall be negotiated. Any invoice submitted prior to receipt of a completed Agreement or change order thereto will not be considered a valid invoice and will be returned to the Subcontractor.

Contractor shall have the right at any time to change the scope of Subcontractor’s work, to increase or decrease the scope and breadth thereof, and to delete any items from the scope of work; and the agreed upon rate of compensation or sum certain set forth in Exhibit “C” shall be increased or decreased accordingly.

INVOICING PROCEDURE

Subcontractor shall submit its application for payment package (invoice and applicable lien waiver, if any) to Contractor’s main office at the address set forth hereinafter in the form of the Contractor’s Payment Application. Subcontractor’s invoice shall identify the description of work being billed and the percentage of completion against the total amount for such work as set forth in the attached Exhibit “B” titled Schedule of Subcontractor Compensation.

In the event that Contractor determines that the work requested for payment by Subcontractor is not complete, the Subcontractor will be notified by Contractor and the disapproved application for payment package shall be picked up by Subcontractor. A disapproved application payment package shall be remedied/corrected by the Subcontractor and timely returned to Contractor for further processing.

Subcontractor applications for payment shall be received for processing Monday

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through Thursday, between the hours of 8:00 AM and 5:00 PM, excluding holidays.

The mailing of invoices is preferable and will be considered received upon delivery.

All application for payment packages are to be mailed or delivered to:

City Ventures, LLC
3121 Michelson Drive, Suite 150
Irvine, CA 92612
Attn: Accounts Payable

Application for payment packages must be submitted with all of the necessary paperwork as outlined below. Contractor is not responsible for delays in payment or processing that are caused by incomplete or inappropriate invoicing. Correct and complete application for payment packages which are submitted in a timely manner will avert processing and payment delays.

TIMELY SUBMISSION OF PAYMENT APPLICATION

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN

THIS EXHIBIT OR THE AGREEMENT TO WHICH IT APPLIES, IN ORDER TO

BE PROCESSED FOR PAYMENT, ALL APPLICATIONS FOR PAYMENT MUST BE SUBMITTED BY SUBCONTRACTOR TO OWNER WITHIN NINETY (90)

DAYS FOLLOWING THE PERFORMANCE OF THE SERVICES OR WORK
COVERED BY THE APPLICATION FOR PAYMENT. ANY APPLICATION FOR

PAYMENT NOT SUBMITTED TO OWNER WITHIN SUCH TIME PERIOD WILL

NOT BE CONSIDERED TIMELY AND WILL NOT BE PROCESSED FOR
PAYMENT. OWNER AND SUBCONTRACTOR EXPRESSLY AGREE THAT THE

FOREGOING PROVISIONS ARE REASONABLE IN ORDER TO ASSURE THE

ORDERLY, TIMELY AND EFFICIENT ADMINISTRATION OF GENERAL CONTRACTOR’S AND OWNER’S BUSINESS ACTIVITIES AND THAT OWNER

SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY NATURE FOR

PAYMENT OF AMOUNTS WHICH ARE NOT SUBMITTED FOR PAYMENT
WITHIN THE TIME SPECIFIED HEREIN.

SUBMISSION FOR PAYMENT SHALL REQUIRE THE FOLLOWING:

ALL REQUIRED INSURANCE CERTIFICATES AND COPIES OF
SUBCONTRACTOR’S CITY BUSINESS LICENSES, IF REQUIRED, MUST BE CURRENT AND IN OWNER’S OFFICE BEFORE ANY INVOICES WILL BE PROCESSED FOR PAYMENT. Failure to comply with Contractor’s insurance requirements will delay processing of payments.

Change orders to the Agreement shall be submitted separately with the same requirements listed above; however, an invoice will need to be generated for each change order. A copy of the change order must be attached to Subcontractor’s invoice.

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Where a construction lender is applicable, lender has final approval in the assessment of percentage of work completed. If the lender reduces the amount paid, Subcontractor must re-invoice commensurate to the provisions of the Subcontractor Agreement.

Contractor may issue joint checks in circumstances where Subcontractor has retained any consultants or subcontractors who have performed work at the Project and for whom payment is due.

Properly completed and approved application payment packages will be paid on a monthly basis. Properly completed and approved application payment packages will be paid within thirty (30) days from Contractor’s receipt. Subcontractor is aware that if the application payment packages are not properly completed, not approved by the authorized representative of Contractor prior to submittal, there is indicia of unpaid labor giving rise to claims under California Labor Code section 218.7, or if the lien waivers/releases are not correct, then the application payment packages will not be considered for payment for the current billing cycle. Incomplete application payment packages will be returned to Subcontractor for correction and resubmission. The date of payment will be adjusted to reflect the date the payment package is resubmitted to Contractor.

Checks MAY NOT be picked up at Contractor’s office unless special arrangements have been made with Contractor’s Accounting Department in advance.

LIEN RELEASE (WAIVER) INFORMATION

A Civil Code Section 8132, 8134, 8136, and 8138 Conditional Waiver and Release Upon Progress Payment or a Conditional Waiver and Release Upon Final Payment and Labor Releases in the proper form must be completed in full (if applicable) by Subcontractor and each of Subcontractor’s consultant or subcontractor who provided any work or services and attached to each application payment package with the dollar amounts shown net. Copies of Contractor’s required forms are available from Contractor. Photocopies of these forms will be acceptable if the signatures are original. These forms conform to California law and are the only language acceptable to Contractor on waiver forms.

PROOF OF PAYMENT OF WAGES AND BENEFITS

For each application for payment, including progress payments, retention, change orders, and any requests for extras, Subcontractor and any lower tier subcontractors under contract to the Subcontractor shall provide payroll records, which, at a minimum, contain the information set forth in subdivision (a) of California Labor Code Section 226, and which are payroll records as contemplated by Labor Code Section 1174, of its employees who are providing labor at the Project, which payroll records shall be marked or obliterated only to prevent disclosure of an individual’s full social security number, but shall provide the last four digits of the social security

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number. The payroll records must contain information sufficient to apprise Contractor of the subcontractor’s payment status in making fringe or other benefit payments or contributions to a third party on the employee’s behalf.

FORM W-9

Tax legislation requires that we obtain the information required on the attached Form W-9. Subcontractor payments will be withheld, pending receipt of the completed W-9. Even if Subcontractor is a corporation, please fill in the appropriate box with Subcontractor’s identification number and complete box two with the word "Exempt".

Information provided on Form W-9 will be used to set up Subcontractor’s vendor file.

Accounts payable checks will be mailed to the address indicated on Form W-9 unless otherwise notified. The completed Form W-9 will be retained on file by Contractor.

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EXHIBIT B

SCOPE OF WORK

Project Name:

Subcontractor Name:

PART I:

PLANS AND SPECIFICATIONS
Architecture:

Date ,Delta

Structural:

Date ,Delta

Civil Engineering:

Date ,Delta

Soils:

Date ,Delta

Acoustic:

Date ,Delta

Utility Consultant:

Date ,Delta

Landscaping:

Date ,Delta

Precise Grading:

Date ,Delta

Other:

Date ,Delta

PART II:

SPECIFIC INCLUSIONS

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The Work specifically includes the following items, all of which are included in the Contract Price set forth on Exhibit “C”. All of the following, unless otherwise noted, include labor, material, equipment installation, supervision and all applicable taxes:

DESCRIBE OR ATTACH AS EXHIBITS ALL DOCUMENTS CONSTITUTING THE SCOPE OF WORK.

The schedule of Work to be performed shall include, but is not limited to, the following:

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Model Schedule - Construction Scheduling

Project: Model
Phase: Planned Build Cycle:

Lot: 0001 Overall Sch. Status:

Model/Elev: 1 / B To Date Sch. Status:

Schedule: MASTER1
Actual Planned WorkDays
Day Task Descr Start Date End
Date
Start
Date
End Date Duration
1 Survey

1 1 Confirm Trench Footings
1 1 Confirm Trench Plumbing
1 1 Confirm Make up Slab
1 1 Confirm CV Model Package Complete
1 1 Schedule Rough Grade
1 1 Schedule Frame
1 1 Schedule Utility Connect
1 1 Schedule Tubs
1 1 Schedule Termite pretreat
1 1 Schedule WIndows
1 1 Schedule Engineer/Special inspector
1 1 Schedule Soils Engineer observation
1 2 Trench footings
1 3 Trench plumbing
1 3 Confirm ground plumbing
1 4 Set forms
1 5 Groung plumbing 1/2
1 6 Ground Plumbing 2/2 Inspection
1 7 Make up slab 1/5 backfill plumb/ sand
1 8 Make up slab 2/5 backfill plumb/ sand /methane vent 1 8 Confirm Engineer/Special Inspector
1 8 Confirm Soils Engineer observation
1 9 Make up slab 3/5 methane vent/ boot
1 10 Make up slab 4/5/ methane boot/ smoke test
1 11 Make up slab 5/5/sand

1 11 Confirm Rough Grade

1 11 Engineer/Special Inspector

1 11 Soils Observation
1 12 Pour Slab
1 12 Confirm Frame
1

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12 Confirm Windows 1/2
1 12 Confirm Termite Pretreat
1 12 Confirm Utility Connection
1 13 Pull forms
1 14 Rough Grade
1 14 Quality Inspection 1
1 14 Schedule Plumbing Top out
1 14 Schedule Stock Drywall
1 14 Schedule Prelim Insulation
1 14 Schedule Prelim Drywall
1 14 Schedule HVAC lay out
1 14 Schedule Exterior Door Frames
1 14 Schedule Utility Pull
1 14 Schedule Fireplace
1 14 Schedule HVAC Rough
1 14 Schedule Interior Sheet metal
1 14 Schedule Electric Rough
1 14 Schedule Exterior Sheet Metal
1 14 Schedule Low Voltage Rough
1 14 Schedule Roof
1 14 Schedule Solar Rough
1 14 Schedule Fire Sprinklers
1 14 Schedule Fire Sprinkler Monitoring
1 15 Frame- 1/15
1 15 Utility Connection- 1/4
1 16 Frame- 2/15
1 16 Utility Connection- 2/4
1 17 Frame- 3/15
1 17 Utility Connection- 3/4
1 18 Frame- 4/15
1 18 Utility Connection- 4/4
1 18 Confirm Plumbing Top Out
1 19 Frame- 5/15 joist
1 19 Confirm Stock Drywall
1 19 Confirm Prelim Drywall
1 20 Frame- 6/15 sheet 2nd floor
1 20 Plumbing Top Out- 1/10
1 21 Frame- 7/15 snap plate detail 2nd floor

1 21 Plumbing Top Out- 2/10

1 22 Frame- 8/15 stand walls

1 22 Plumbing Top Out- 3/10
1 22 Termite Pretreat
1

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22 Confirm Windows 2/2
1 22 Confirm HVAC Layout
1 23 Frame- 9/15 plumb line, beams
1 23 Plumbing Top Out- 4/10
1 24 Frame- 10/15 joist
1 24 Plumbing Top Out- 5/10
1 25 Frame- 11/15 sheet 3rd floor
1 25 Plumbing Top Out- 6/10
1 25 Stock Drywall
1 25 Schedule Rough Clean 1- Wood Sweep
1 25 Schedule Scaffold/Lath
1 25 Schedule Cabinets
1 25 Schedule Veneer (lead time)
1 26 Frame- 12/15 snap, plate, detail
1 26 Plumbing Top Out- 7/10
1 26 Prelim Drywall stairs and drops in garage
1 26 HVAC Layout
1 26 Confirm Prelim Insulation
1 26 Confirm Exterior Door Frames
1 26 Confirm Utility Pull
1 26 Confirm HVAC Rough
1 26 Confirm Interior Sheet metal
1 26 Confirm Electric Rough
1 26 Confirm Exterior Sheet Metal
1 26 Confirm Low Voltage Rough
1 26 Confirm Roof
1 26 Confirm Solar Rough
1 26 Confirm Fire Sprinklers
1 26 Confirm Fire Place
1 26 Confirm Fire Sprinkler Monitoring
1 26 Confirm Rough Clean 1- WoodSweep
1 27 Frame- 13/15 stand 3rd floor walls
1 27 Plumbing Top Out- 8/10
1 27 Install Windows
1 28 Frame- 14/15
1 28 Pumbing Top Out- 9/10
1 29 Frame- 15/15 plumn line , beams
1 29 Plumbing Top Out- 10/10

1 30 Rough Clean 1- WoodSweep

1 30 Quality Inspection 2

1 31 HVAC 1/3
1 31 Electric Rough 1/3
1

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31 Solar Rough
1 31 Schedule Fire Caulking
1 31 Schedule Rough Clean 2- MEPS Sweep
1 32 HVAC 2/3
1 32 Electric Rough 2/3
1 32 Roof 1/3
1 32 Install Fireplace
1 32 Confirm Scaffold/Lath
1 32 Confirm Cabinets 1/2
1 32 Confirm Veneer 1/2
1 32 Schedule Insulation
1 32 Schedule Drywall
1 32 Schedule Scratch Coat
1 32 Schedule Brown Coat
1 32 Schedule Pre Cast
1 32 Schedule Exterior Paint
1 32 Schedule Ornamental Iron
1 32 Schedule Gutters/Downspouts
1 32 Schedule Interior Trim
1 32 Schedule Stairs
1 32 Schedule Roof Finish
1 32 Schedule Garage Doors
1 32 Confirm Fire Caulking
1 32 Confirm Rough Clean 2- MEPS Sweep
1 33 HVAC 3/3
1 33 Electric Rough 3/3
1 33 Roof 2/3
1 33 Exterior Sheet Metal 1/2
1 33 Interior Sheet Metal
1 33 Scaffold 1/2
1 33 Low Voltage
1 34 Roof 3/3
1 34 Exterior Sheet Metal 2/2
1 34 Fire Sprinkler 1/2
1 34 Scaffold 2/2
1 35 Fire Sprinkler 2/2
1 35 Lath 1/3
1 35 Fire Sprinkler Monitoring

1 36 Lath 2/3

1 36 Fire Caulking

1 37 Lath 3/3
1 37 Rough Clean 2- MEPS Sweep
1

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37 Confirm Drywall
1 37 Confirm Scratch Coat
1 37 Confirm Brown Coat
1 37 Confirm Veneers 2/2
1 37 Confirm Roof Finish
1 37 Confirm Insulation
1 38 MEPS Inspection
1 38 Confirm All Model Options
1 38 Schedule KB's
1 38 Schedule Interior Paint
1 38 Schedule Color Coat
1 38 Schedule Deck Coating
1 38 Quality Inspection 3
1 39 Insulation
1 40 Insulation Inspection
1 41 Drywall 1/8
1 42 Drywall 2/8
1 42 Scratch Coat
1 43 Drywall 3/8
1 44 Drywall 4/8
1 44 Brown Coat
1 45 Drywall 5/8
1 45 Exterior Paint 1/2
1 45 Veneer 1/2
1 45 Schedule Final Deck Color
1 45 Schedule Rough Clean 3- Int/Ext
1 45 Schedule Countertops/tile
1 45 Schedule FireplaceFace
1 45 Schedule Mirrors/Enclosures
1 45 Schedule HVAC Finish
1 45 Schedule Electrical Finish
1 45 Schedule Low Voltage Finish
1 45 Schedule Fire Trim
1 45 Schedule Plumbing Finish
1 45 Schedule Appliances
1 45 Schedule Finish Hardware
1 45 Schedule Solar Finish
1 45 Schedule Plaster digs

1 45 Schedule Finish Grade

1 45 Schedule Curbs/Walks/Patios

1 45 Confirm Garage Door
1 45 Confirm Color Coat
1

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45 Confirm Ornamental Iron
1 45 Confirm Gutters/Downspouts
1 45 Confirm KB's
1 45 Confirm Cabinets 2/2
1 45 Confirm Interior Trim
1 45 Confirm Stairs
1 46 Drywall 6/8
1 46 Exterior Paint 2/2
1 46 Veneer 2/2
1 46 Roof Finish 1/2
1 47 Drywall 7/8
1 48 Drywall 8/8
1 48 Quality Inspection 4
1 49 Paint KB's
1 49 Cabinets 1/2
1 49 Interior trim 1/2
1 49 Confirm Rough Clean 3- Int/Ext
1 49 Confirm Solar Finish
1 49 Confirm Interior Paint
1 49 Confirm Finish Grade
1 49 Confirm Plaster Digs
1 49 Confirm Curbs/Walks/Patios
1 49 Schedule Exterior Paint/After Color Coat
1 50 Cabinets 2/2
1 50 Interior Trim 2/2
1 50 Stairs
1 50 Color Coat
1 51 Rough Clean 3- Int/Ext
1 51 Ornamental Iron
1 51 Gutters/Downspouts
1 51 Interior Paint 1/3
1 51 Solar Finish
1 51 Confirm HVAC Finish
1 51 Confirm Electrical Finish
1 51 Confirm Counterop/Tile
1 51 Confirm Fire Trim
1 51 Confirm Plumbing Finish
1 51 Confirm Appliances

1 51 Confirm Low Voltage Finish

1 51 Confirm Finish Hardware

1 51 Confirm Mirrors/Showers
1 51 Confirm Exterior Paint/ After Color Coat
1

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51 Schedule Flooring
1 51 Schedule Landscape
1 51 Schedule Fence
1 51 Schedule Model Furniture Install
1 51 Schedule Interior Clean 1- Finish P/U
1 52 Exterior Paint/After Color Coat
1 52 Interior Paint 2/3
1 53 Plaster Digs
1 53 Interior Paint 3/3
1 53 Finish Grade
1 53 Quality Inspection 5
1 54 Countertop Tile 1/3
1 54 Electrical Finish 1/2
1 54 HVAC Finish 1/2
1 54 Curbs/Patios/Walks 1/3
1 55 Countertop Tile 2/3
1 55 Electrical Finish 2/2
1 55 HVAC Finish 2/2
1 55 Low Voltage Finish
1 55 Fire Trim
1 55 Finish Hardware
1 55 Plumbing Finish 1/2
1 55 Curbs/Patios/Walks 2/3
1 55 Confirm Flooring
1 55 Confirm Interior Clean 1- Finish P/U
1 55 Confirm Model Install
1 55 Schedule Interior Clean 2- Flooring P/U
1 55 Schedule Final Paint
1 56 Plumbing Finish 2/2
1 56 Curbs/Patios/Walks 3/3
1 56 Confirm Landscape
1 56 Confirm Fence
1 56 Install Appliances
1 56 Schedule Inspections
1 56 Mirrors/Shower Enclosures
1 56 Interior Clean 1- Finish P/U
1 56 Quality Inspection 6
57 Landscape 1/6
1 57 Flooring 1/4
1 58 Landscape 2/6
1 58 Flooring 2/4
1 59 Landscape 3/6
1

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59 Confirm Interior Clean 2- Flooring P/U
1 59 Confirm Inspections
1 59 Confirm Final Paint
1 59 Schedule Final Clean- Model P/U
1 59 Flooring 3/4
1 60 Landscape 4/6
1 60 Fence 1/2
1 60 Flooring 4/4
1 61 Landscape 5/6
1 61 Fence 2/2
1 61 Final Paint 1/2
1 61 Inspections 1/2
1 61 Interior Clean 2- Flooring P/U
1 61 Confirm Final Clean- Model P/U
1 62 Landscape 6/6
1 62 Inspections 2/2
1 62 Final Paint 2/2
1 62 Quality Inspection 7
1 63 Model Install 1/2
1 64 Model Install 2/2
1 65 Final Clean- Model P/U
1 65 Quality Inspection 8
1

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EXHIBIT C

SCHEDULE OF UNIT PRICES, CONTRACT PRICE AND SUBCONTRACT PAYMENT

SCHEDULE

Project Name:

Subcontractor Name:

PART I:

CONTRACT PRICE AND SCHEDULE OF UNIT PRICES

Standard Pricing:

Subcontractor provided pricing to include a reduction for Owner Controlled Insurance Program (OCIP). Once this % reduction has been verified as adequate per the terms of this agreement no further bid credits will be withheld from any payments for these contract items to Subcontractor.

PART 2:

SUBCONTRACT PAYMENT SCHEDULE
Total Contract: $.00
** Please Do Not Use for Billing Purposes **
A Purchase Order Matrix to follow after fully executed.

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EXHIBIT D – OCIP ADDENDUM

a) Owner has purchased a “Wrap-Up” insurance program (Owner Controlled Insurance Policy) for the Project, with primary coverage provided by ________________ Insurance Company Policy No. ________________ (the “OCIP”). The OCIP provides Contractor, Owner and other Eligible parties, upon enrollment, with commercial general liability insurance under one policy, replacing liability insurance normally provided by each subcontractor individually for work performed at the Project. Owner has arranged with __________________ (the "OCIP Administrator") to act as administrator for the OCIP. Owner has agreed that Contractor and Subcontractor shall have the benefit of this program for no additional consideration than that provided by Subcontractor pursuant to this Agreement and Subcontractor’s performance of its responsibilities under the OCIP. The OCIP shall provide to Eligible Parties general liability insurance and excess liability insurance, as summarily described below, in connection with the performance of the Work at the Project site. Coverages and limits of liability under the OCIP shall apply to all Work designated for inclusion by Owner in the OCIP (and are intended to cover all Contractor’s operations during the policy period). The Eligible Parties are Owner, Contractor, Lender, OCIP Administrator, Subcontractor and each of its sub -tier subcontractors as may apply and as are eligible for coverage under the OCIP, and such other persons or interests as Owner in its sole discretion may designate (each, an "Eligible Party"). A natural or non- natural party who is not an Eligible Party is an Excluded Party. Owner reserves the right, in its sole discretion, to include or exclude any subcontractor from the OCIP, notwithstanding such party's apparent eligibility for same.

Contractor and Subcontractor hereby agree to the following with respect to the OCIP:

Coverage under the OCIP shall apply only to those operations of each Eligible Party performed at the Project site in connection with the Work. An Eligible Party's operations off of the Project site shall only be covered if such "off-site" operations are identified and are dedicated solely to the Project. It is the responsibility of Subcontractor to request the OCIP Administrator to include coverage for specified "off-site" operations. Coverage shall not become effective for such "off-site" operations until receipt by Subcontractor of written acknowledgment of such coverage from the OCIP Administrator. It is the obligation of the eligible Subcontractor to comply with all of the administrative, insurance and other requirements outlined in this Agreement.

b) The costs of premiums for the coverage provided by the OCIP shall be paid by Owner. Owner will receive or pay, as the case may be, all adjustments to such costs, whether by way of dividends, retro adjustments, return premiums, audits or otherwise. With respect to each Subcontractor, compensation payable for performance of the Work shall exclude all of Subcontractor’s costs of insurance for coverage provided under the OCIP. The insurance costs shall be deducted from the Contract Price by one or more Insurance Credits (as defined below) in the manner set forth herein.

Each Subcontractor warrants that no costs for insurance provided by the OCIP are included in any lump sum or cost plus Agreement costs. All deductibles and self-insured retentions set forth in the insurance policies provided pursuant to the OCIP including, without limitation, the $_______ per occurrence self-insured retention for coverages A, B, and C, and the $__________ per occurrence self- insured retention for Coverage D shall be paid by Owner.

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(i) At the time the Bid for the Work is submitted, Subcontractor shall provide Contractor, among other things, with an estimate of Subcontractor’s costs of insurance for like kinds of coverages to be provided by the OCIP. Contractor shall use such estimated costs, and any other pertinent information available to Contractor, to identify Subcontractor’s premium rating basis for Subcontractor’s like kinds of coverage. Contractor shall convert Subcontractor’s premium rating basis to an initial percentage (the “Bid Credit Percentage”) to be deducted from the Contract Price (the "Initial Insurance Credit") as the cost to Contractor of the insurance to be provided under the OCIP (the Initial Insurance Credit, or any subsequent insurance credit taken by Contractor against the Contract Price pursuant to these terms or any other Contract Document, shall be hereinafter referred to as an "Insurance Credit"). The Bid Credit Percentage to be deducted from Subcontractor’s bid is ___%. To the extent of a change in the pricing of Subcontractor’s like types of insurance, the Bid Credit Percentage will be adjusted on a commensurate basis. If unit pricing is the basis for the Contract Price, Contractor may, at its option, apply a “per unit” Insurance Credit where appropriate. Subcontractor hereby represents and covenants that all insurance cost information submitted to Contractor to calculate any Insurance Credit is or shall be accurate and complete. Subcontractor further agrees that Contractor is entitled to and may collect, from time to time, additional insurance credits resulting from any scope changes, additional work, inaccurate assumptions in the initial credit, or from information discovered during any audits which justify the taking of additional insurance credits based upon the premium rating basis for Subcontractor’s like kinds of coverage.

(ii) In order to verify the Initial Insurance Credit, or any subsequent Insurance Credit(s), Subcontractor shall submit all documentation reasonably requested by Contractor in connection therewith, including without limitation, certified copies of insurance policies and rate schedule pages, underwriting and rating information, prior loss histories and, if applicable, information on self-insured retention programs. Contractor has the right to determine additional insurance costs, and to collect such costs by deducting the commensurate Insurance Credit from the Contract Price. If Subcontractor does not provide Contractor with information sufficient to allow Contractor’s verification of the applicable Insurance Credit, then Contractor may independently calculate an appropriate Insurance Credit based on undiscounted or "manual" rates. In this event, Subcontractor shall have the option to increase the Contract Price to cover the cost of a subsequently determined Insurance Credit. Contractor reserves the right to reject any such Contract Price increases and terminate the Agreement, at Contractor’s discretion.

c) Unless otherwise modified by Contractor, the OCIP shall provide the following insurance to Eligible subcontractors for Work performed at the Project site(s).

(i) General Liability Insurance (Excluding Automobile) in a form providing coverage not less than the standard Commercial General Liability coverage part (equivalent to Insurance Services Office (ISO) Occurrence Form 1996), covering personal injury, blanket contractual, explosion, collapse and underground, and products/¬completed operations, as follows:
• Limits of Liability: The insurance policies will have a total combined limit of liability of TBD per occurrence, TBD general aggregate, and TBD products- completed operations aggregate, for all insureds under the OCIP Since the OCIP Policy is a “rolling wrap up” covering multiple construction projects, as of ____________, the limits remaining under the OCIP Policy are the total limits. This estimate of the available remaining limits is made based upon information provided by Owner’s

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insurance broker, [broker]. Such disclosure may not accurately reflect the amount of insurance available, if any, subsequent to the date of this disclosure. • Policy Period___________ – ___________. Since the OCIP Policy is a “rolling wrap up” covering multiple construction projects, as of [date], the total number of housing units to be covered by the OCIP Policy is estimated to be ________ units. • Extension of Coverage: The products-completed operations coverage is extended so that it applies to "bodily injury" or "property damage" arising from the "products-completed operations hazard" which occurs during the policy period and continuing for ten (10) years following completion of the Project. • Trigger of Coverage: For ongoing operations hazards and premises liability hazards, the trigger of coverage is an “occurrence” (as defined by the OCIP Policy) within the policy period. For completed operations hazards, the trigger of coverage is an “occurrence” within the policy period or the extension of coverage period involving a home constructed in the Project which closed escrow during the Policy Period.
• Self-Insured Retention: Under the terms of the OCIP Policy, the only parties who are responsible for payment of the Policy’s self-insured retention are Owner and Contractor. However, in the event of an occurrence which requires Contractor to satisfy its self-insured retention in whole or in part and which arises out of work by or for Subcontractor (or its sub-subcontractors), Subcontractor shall owe Contractor a reasonably allocated share of the self-insured retention (the “contractual share payment”). Contractor shall determine the contractual share payment after careful consideration of the nature of the allegations, potential liability exposure, Subcontractor’s Work and the number of parties with allegations related to their scope of work. The maximum amount of the contractual share payment for Enrolled Parties whose scopes of work or services involve concrete, roofing, framing, siding, plumbing, electrical, sheet metal, stucco, grading, water proofing, HVAC, insulation, and drywall shall be $50,000 unless the claimant (e.g., the injured claimant, homeowner, or homeowners association) asserts or alleges a failure by that Enrolled Party to comply with applicable building codes or to meet the building standards set forth in Civil Code section 896, et seq., at which time the maximum amount of the contractual share payment shall be $100,000. The maximum amount of the contractual share payment for all other Enrolled Parties shall be $25,000. If multiple subcontractors’ obligations to pay contractual share payments are triggered in a single occurrence, then the total amount to be reimbursed to Contractor shall not exceed the total self-insured retention it must satisfy. If the aggregate of contractual share payments collected exceeds Contractor’s self-insured retention, each subcontractor’s contractual share payment shall be reduced pro rata so the aggregate equals Contractor’s self-insured retention amount. Contractor may backcharge Subcontractor (or may withhold from monies otherwise owing to Subcontractor or may collect by any other means provided in the Contract Documents) any contractual share payment owing. This contractual share obligation shall remain uninsured by Subcontractor and will not be covered by the OCIP insurance policies. The OCIP is not intended to provide coverage for routine warranty service during the first 12 months after any home is delivered and the contractual share payment limit discussed above shall not apply to warranty issues, nor does it cover property damage to Contractor’s owned property.

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(d) In addition to insurance coverages provided under the OCIP, Subcontractor shall obtain and maintain, and shall require each of its sub-subcontractors to obtain and maintain, the insurance coverages specified in Article 15, with respect to: (a) operations or work away from the Project site and which are not otherwise insured under the OCIP, and (b) Subcontractor's (and its sub - subcontractors') work in, on, at or for projects other than the Project referred to in the Agreement.

(e) If Owner, for any reason, is unable to furnish coverage, elects to discontinue the OCIP, modifies the limits of liability provided in the OCIP, or requests that Subcontractor withdraw from the OCIP, then, upon thirty (30) days’ written notice from Contractor, Subcontractor, as specified by Contractor in such notice, shall obtain at Subcontractor’s sole cost and thereafter maintain all (or a portion thereof as specified by Contractor) the general liability insurance required by Contractor of its non-Eligible subcontractors, and Contractor shall thereafter no longer be obligated to furnish all or a part of such insurance through the OCIP. In such event, Contractor shall refund to Subcontractor its unearned pro rata share of the actual Insurance Credit deducted from the Contract Price. The form, content, limits of liability and cost of such insurance and the insurers issuing such insurance secured by Subcontractor pursuant to the provisions of this Section shall be subject to the Contractor’s approval.

(f) The insurance coverages, terms, conditions and exclusions contemplated herein are set forth in full in its insurance policy form. The description of such policy herein is not intended to be complete or to alter or amend any provision of the actual insurance policy and in matters, if any, in which the description herein conflicts with such insurance policies, the provisions of the actual insurance policy shall govern. Subcontractor acknowledges that it has been provided the right to review the policy and that it is relying solely on the provisions set forth in the actual insurance policies, and not upon any oral or written statement by Contractor, the OCIP Administrator, or others or reference in this document or any other Contract Document.

(g) In addition to insurance coverages provided under the OCIP, Subcontractor shall obtain and maintain, and shall require each of its sub-subcontractors to obtain and maintain, the insurance coverages specified in Article 15, with respect to: (a) operations or work away from the Project site and which are not otherwise insured under the OCIP, and (b) Subcontractor’s (and its sub - subcontractors') work in, on, at or for projects other than the Project referred to in the Subcontract Agreement.

(h) Subcontractor shall (a) cooperate fully with the OCIP Administrator and the OCIP Insurers, as applicable, in its or their administration of the OCIP; (b) comply with the terms and conditions of the insurance policies provided pursuant to the OCIP or other provisions of the Contract Documents; (c) incorporate the terms of Article 15 into all contracts with sub-tier subcontractors; (d) assure each sub-tier subcontractor’s compliance with the requirements of the OCIP coverages, Article 15, and the other Contract documents for the term of those contracts; (e) require that each sub-tier subcontractor acknowledge, in writing, that Owner, Contractor, Lender, and OCIP Administrator are not agents, partners or guarantors of the OCIP Insurers, and that neither Owner or Contractor is responsible for any claims or disputes between Subcontractor and any of its sub-tier subcontractors and any OCIP Insurer; and (f) include in the Bid for the Work and the calculation of Lockton Enrollment Form A or similar form, an accurate estimate of the cost of any sub-tier subcontractor’s insurance costs for the types of coverages to be provided in the OCIP. Subcontractor shall provide, within five (5)

Subcontractor – Project - Trade
Ver 10-16-2020

business days of the OCIP Administrator's request, all requested documentation, including but not limited to, certified copies of insurance policies, all underwriting, certified payroll, rating and prior loss history information. Subcontractor agrees that Contractor, the OCIP Administrator, and/or any OCIP Insurer may audit Subcontractor’s or any of its sub-tier subcontractor’s records and insurance policies to confirm the accuracy thereof, or of any insurance cost information hereafter provided by Subcontractor or any of its sub-tier subcontractors in connection with the Work, or changes to the Scope of Work pursuant to the Contract Documents. Should Subcontractor fail to contractually bind any of its sub-tier trades and/or suppliers enrolled in the OCIP to pay to Contractor and/or Owner the contractual share payment required under this Exhibit D, Subcontractor agrees that it shall be responsible for the payment to Contractor and/or Owner of the contractual share payments of its enrolled sub-tier trades and/or supplier enrolled in the OCIP.

(i) Subcontractor hereby waives all rights of recovery, whether under subrogation or otherwise, because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, against Owner, Contractor, OCIP Administrator, its or their officers, agents, or employees, and any other Contractor, Subcontractor or other individual or entity performing work or rendering services on behalf of Contractor in connection with the planning, development and construction of the Project. Subcontractor shall also require that all insurance policies related to the Work secured by Subcontractor or its sub-tier subcontractors to include clauses providing that each insurance underwriter shall waive all of its rights of recovery by subrogation, or otherwise, against Subcontractor and Contractor together with the same parties referenced immediately above in this Section. Subcontractor shall require similar written express waivers and insurance clauses from each of its sub-subcontractors. This provision shall apply to each Subcontractor performing work or rendering services on behalf of Contractor in connection with the planning, development and construction of the Project irrespective of whether or not it is Eligible in the OCIP. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.

Subcontractor – Project - Trade
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EXHIBIT E – GUARANTY

This GUARANTY (the “Guaranty”) is entered into effective as of this day of ________, 20___, by and between (NAME, ADDRESS AND PHONE NUMBER OF PRINCIPAL) (hereinafter “Guarantor”), and CITY VENTURES CONSTRUCTION, INC., (hereinafter “Contractor”), California Contractor’s License Number # 1003565 whose address is 3121 Michelson Drive, Suite 150, Irvine, CA 92612; Telephone: (949) 258-7555.

RECITALS
A. City Ventures and _________________ (NAME OF SUBCONTRACTOR) (“Obligor”) are parties to that certain Subcontract Agreement (the “Subcontract”), dated as of or about the date hereof. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subcontract.

B. As a condition to City Ventures’ entering into the Subcontract, City Ventures has required that Guarantor guaranty all of Obligor’s obligations under the Subcontract in accordance with the terms of this Guaranty.

C. Guarantor is the [INSERT NAME OF INTEREST – principal shareholder/member/partner] of Obligor and will benefit from the execution, delivery and performance of the Subcontract by Obligor.

AGREEMENT

1. Accordingly, for good and valuable consideration, Guarantor hereby agrees to be bound by all obligations of Obligor under the Subcontract (and any other related documents), as the same may be amended from time to time, jointly and severally with Obligor, as if all covenants and obligations under the Subcontract and any related documents originally were made by Guarantor directly to City Ventures, and as if Guarantor was a signatory of the Subcontract and any related documents. The Indemnitees are express third party beneficiaries of this Guaranty. The Indemnities may enforce all rights and benefits afforded to the Indemnitees in the Subcontract against Guarantor as if all covenants and obligations under the Subcontract and any related documents originally were made by Guarantor directly to the Indemnitees, and as if Guarantor was a signatory of the Subcontract and any related documents.

2. Guarantor agrees that (a) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty has been duly authorized, executed and delivered and constitutes a valid and legally binding obligation of Guarantor enforceable in accordance with its terms, regardless of whether City Ventures obtains any guaranties from others; and (b) the execution and delivery of this Guaranty are not, and the performance of this Guaranty will not be, in contravention of, or in conflict with, any law, rule, regulation or other legal requirement or any agreement, indenture or undertaking to which Guarantor is a party or by which it or any of its assets is or may be bound or affected and do not, and will not cause any security interest, lien or other encumbrance to be created or imposed upon any such assets.

Subcontractor – Project - Trade
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3. Guarantor represents, warrants and covenants to City Ventures that: (a) it will receive material benefit by City Ventures’ performance of the terms of the Subcontract, and has received and will receive substantial consideration and benefit; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty has been duly authorized, executed and delivered and constitutes a valid and legally binding obligation of Guarantor enforceable in accordance with its terms, regardless of whether City Ventures obtains any guaranties from others or takes any other action contemplated by Guarantor; and (c) the execution and delivery of this Guaranty are not, and the performance of this Guaranty will not be, in contravention of, or in conflict with, any law, rule, regulation or other legal requirement or any agreement, indenture or undertaking to which Guarantor is a party or by which it or any of its assets is or may be bound or affected and do not, and will not cause any security interest, lien or other encumbrance to be created or imposed upon any such assets.

4. Guarantor waives (a) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty; (b) any right to require City Ventures to proceed against Obligor or any guarantor at any time or to proceed against or exhaust any security held by City Ventures at any time or to pursue any other remedy whatsoever at any time; (c) any defense arising by reason of any disability of Obligor or any guarantor; (d) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Obligor or any principal of Obligor or any defect in the formation of Obligor or any principal of Obligor; (e) any defense based upon an election of remedies by City Ventures; (f) any defense based upon City Ventures’ election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (g) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (h) any duty of City Ventures to advise Guarantor of any information known to City Ventures regarding the financial condition of Obligor and all other circumstances affecting Obligor’s ability to perform its obligations to City Ventures, it being agreed that Guarantor assumes the responsibility for being and keeping informed regarding such condition or any such circumstances; and (i) any benefit of, or any right to participate in, any security now or hereafter held by City Ventures. Guarantor hereby subordinates to City Ventures any right of subrogation, reimbursement, exoneration, contribution or indemnity, or any right to enforce any remedy which City Ventures now has or may hereafter have against Obligor.

5. In the event of any default hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not Guarantor is the alter ego of Obligor and whether or not Obligor is joined therein or a separate action or actions are brought against Obligor. The obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by, the following, any of which may be taken without the consent of, or notice to, Guarantor, nor shall any of the following give Guarantor any recourse or right of action against Obligor or City Ventures; (a) any express of implied amendment, modification, renewal, addition, supplement, extension of the Subcontract; (b) any exercise or non-exercise by City Ventures of any right or remedy under the Subcontract, the documents executed in connection therewith or this Guaranty or available at law or in equity; (c) any Bankruptcy or dissolution event relating to Obligor, or by any court, in any such proceeding, whether or not Guarantor has had notice or knowledge of any of the foregoing; (d) any release or discharge of Obligor from its liability under the Subcontract; (e) any subordination, compromise, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of any or all of the property owned by Obligor, or any substitution with respect thereto; (f)

Subcontractor – Project - Trade
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any assignment or other transfer of the Subcontract in whole or in part; or (g) any acceptance of partial performance of the Subcontract.

6. Guarantor agrees to pay all reasonable third party costs and expenses, including attorney fees and costs, which may be incurred by City Ventures in any effort to collect or enforce the obligations of Guarantor hereunder, whether or not any lawsuit is filed, including all costs and attorney fees incurred by City Ventures in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding). Such amounts shall bear interest at the rate equal to the lesser of ten percent (10%) per annum or the highest rate permitted under applicable law from the date such amount should have been paid until the date paid. This Guaranty supersedes any prior negotiations, discussions or communications between Guarantor and City Ventures and constitutes the entire agreement between City Ventures and Guarantor with respect to this Guaranty. Neither this Guaranty nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

7. No delay or failure by City Ventures to exercise any remedy against Obligor or Guarantor will be construed as a waiver of that right or remedy. All remedies of City Ventures are cumulative. The captions and section headings appearing in this Guaranty are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Guaranty. In the event that the provisions of this Guaranty are claimed or held to be inconsistent with the Subcontract, the terms of this Guaranty shall remain fully valid and effective. If any one or more of the provisions of this Guaranty should be determined to be illegal or unenforceable, all other provisions shall remain effective. Every provision of this Guaranty is intended to be severable. In the event any term or provision herein is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

8. This Guaranty and the rights and obligations of City Ventures and of Guarantor hereunder shall be governed and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.

The undersigned, intending to be legally bound to the foregoing, has executed this Guaranty as of the date first set forth above.

GUARANTOR:

X_______________________________________

SUBCONTRACTOR
Master Subcontract - Single Project - 2-22-21 4813-6675-7853 v.1.doc

1 MINUTES OF THE REGULAR MEETING OF THE ECONOMIC

DEVELOPMENT COMMITTEE

June 3, 2024
4:00 p.m.

Carnegie Library Building
123 East D Street
_____________________________________________________________________

1. CALL TO ORDER AND ROLL CALL
The meeting was called to order at 4:00 p.m.

In attendance: Committee Chair Garcia, Committee Member Zuniga, Development Services Director Dalquest, Economic Development Coordinator Picazo, Contract Rehabilitation Programs Administrator Arellano, and Development Services Specialist Flores.

Absent: Chamber Advisory Committee Member Galdo

2. ORAL COMMUNICATIONS
None

3. AGENDA ITEMS
a. DEVELOPMENT AND DOWNTOWN ACTIVITY STATUS UPDATE
Development Services Director Dalquest presented the development highlights and answered questions from the Committee members. Contract Rehabilitation Programs Administrator Arellano presented the downtown restaurant activity and provided a status update.

Economic Development Coordinator Picazo presented information on the business assistance services provided by the Small Business Development Center, an update on the City Ventures project and Crestwood Corporation Development, information on the Raise-Up Restaurant Assistance Program, and an update on the upcoming Lemon Festival.

4. ADJOURNMENT
The next regularly scheduled Economic Development Committee meeting is Monday, September 2, 2024.

Keri Johnson, City Clerk

**AGENDA**

Monday, June 3, 2024
4:00 p.m.

Carnegie Library Building
123 East D Street
Residents may observe the meeting remotely via livestream on the City website, Spectrum Cable TV Channel 3, or Frontier Cable TV Channel 26.

1.CALL TO ORDER AND ROLL CALL

2.ORAL COMMUNICATIONS
Citizens wishing to address the Committee on any matter that is listed or not listed on the agenda may do so at this time. Anyone wishing to address the Committee is requested to submit a speaker card to staff at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes.

Please note that under provisions of the Brown Act the Committee Members cannot respond to, nor take action on, items that are not listed on the agenda.

3.AGENDA ITEMS
a.DEVELOPMENT AND DOWNTOWN ACTIVITY STATUS UPDATE
Recommended Action:

The Economic Development Committee (“Committee”) receive the presentation on development and downtown activity.

4.ADJOURNMENT
The next regularly scheduled Economic Development Committee meeting is Tuesday, September 3, 2024.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office, 909-931-4120. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR 35.102-35.104 ADA Title II]
On Thursday, May 30, 2024, a true and correct copy of this agenda was posted at 450 N. Euclid Avenue (Upland Public Library), 460 N. Euclid Avenue (Upland City Hall), 123 East D Street (Carnegie Library Building), and the City website at www.uplandca.gov

The full packet for the Economic Development
Committee meeting can be viewed on our
website at:

https://uplandca.gov/economic-development-
committee

You may also view the video of the meeting at:

https://uplandca.gov/council-meeting-
broadcasts

(choose the tab for “other archived meetings”
to locate the meeting video)

DATE: June 10, 2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: STEPHEN PARKER, ASSISTANT CITY MANAGER
SUBJECT: PROPOSED ANNUAL BUDGET FOR FISCAL YEARS 2024-2025 AND 2025-2026 AND

RELATED ITEMS

RECOMMENDED ACTION:

It is recommended that the City Council:

1. Approve a Resolution adopting the Fiscal Year 2024-2025 and 2025-2026 Annual Budgets; and

2. Adopt a Resolution approving the appropriations limit for the Fiscal Year 202 4-2025; and

3. Adopt a Resolution approving the General Fund Reserve Policy; and

4. Approve amending the City’s Classification Plan to add the Risk Management Coordinator job description.

GOAL STATEMENT
The proposed action supports the City’s goal of providing sound fiscal stewardship for the City of Upland.

BACKGROUND
The proposed Fiscal Year 2024-2025 and 2025-2026 Annual Budgets have been prepared under the direction and leadership of the City Manager. This budget represents a cooperative effort by the City's Executive Team to continue the delivery of thorough and cost-effective municipal services within the constraints of available financial resources. A budget workshop that included presentations by department heads was held on May 20, 2024.

ISSUES AND ANALYSIS
Annual Budget
Total General Fund operating revenues are projected to be $61,671,040, an increase of approximately $1.7 million over the prior year’s amended budget. Notable increases include $0.4 million in charges for services primarily relating to higher budgeted Public Works Fees and licenses and permits up $0.3 million due to current development trends as well as a $0.2 million increase in sales tax and other taxes primarily related to Transient Occupancy Taxes due to moderate economic growth.

General Fund operating expenditures are projected to be $61,304,910, which is $6.2 million higher than the prior year's budget. Salaries and benefits are estimated to increase by $2.5 million primarily due to negotiated pay and benefit increases and step increases. Maintenance and operations are estimated to increase by $3.7 million primarily due to a $3.2 million increase in UAL payments to CalPERS.

This Two-Year Budget reflects some of City Council’s prudent fiscal actions both in the past and present, which will benefit the future. In the Spring of 2024, City Council took actions as a part of the Mid -Year Budget Review and the AB 1600 Development Impact Fee Annual Report to set aside almost $2.5 million in one -time savings in two of the City’s Internal Service funds. That foresight allowed for the General Fund to use these funds to balance the FY 24/25 and FY 25/26 budgets.

The City has seen very healthy revenue growth in the last few years. Despite that, due to CalPERS’s poor investment and experience performance in FY 21/22, the City’s pension system is facing an increase of over $3 million in unfunded accrued liability (UAL) pension costs in FY 25/26. However, by following the 2021 Pension Funding Policy, City Council approved paying down the new pension liability more quickly than required, resulting in the UAL expense budget for FY 24/25 rising by over $4.5 million. While that alone amounts to a n 8% increase of FY 23/24’s adopted budget, the fiscal prudence of addressing this new liability head -on will save the City almost $9 million in interest expense over the next 20 years.

A Long-Term Financial Planning section at the end of the Budget Message includes a chart that summarizes a five- year budget projection. In this projection, the City is able to maintain a structural budget, but just barely. With this situation, Upland loses out on the opportunity to increase service levels or begin to make inroads on decades of deferred maintenance that has occurred throughout the City.

Appropriations Limit
Article XIIIB (Proposition 4) of the California Constitution, commonly referred to as the Gann Initiative or Gann Appropriations Limit, was adopted by California voters in 1980 and placed limits on the amount of proceeds of taxes that can be spent by all entities of government. The base year of appropriated proceeds of taxes in 1978-79 is adjusted annually using a ratio of the changes in population, inflation and/or the changes in non-residential construction.

This appropriations limit is required to be annually reviewed by the City's independent auditor, published in the annual budget document, and submitted to the State Controller with the filing of the Annual Report of Financial Transactions no later than 90 days after the end of each fiscal year.

The California Department of Finance provides the change in the California Per Capita Personal Income Factor (CCPI) and the population changes in both the City of Upland and the County of San Bernardino. Cities may choose an inflation factor that is either the change in the CCPI or the change in non -residential construction. The population factor option is either the growth rate in the city or county. Each of these factors is an annual election.

For the FY 24/25 calculation, staff recommend electing to use the increase in the change in Per Capita Personal Income of 3.62% as that percentage increase is higher than the increase in the change in Nonresidential New Construction of 0.78%. Staff recommends electing to use the City of Upland’s change in population of 0.56%, which is higher than the decrease in population for the County of San Bernardino’s of 0.42%.

The calculations are provided on the attached worksheets. The FY 24/25 appropriations limit is $142,377,976, which exceeds the appropriations subject to the limit (proceeds of taxes less debt service payments) of $49,070,168 by $93,307,808. The analysis below provides the figures for the estimate of the appropriations limit for FY 23/24.

INFLATION OPTION FACTOR
PCPI 3.62%
Change in Non-Residential Construction 0.78%

POPULATION OPTION FACTOR
City of Upland 0.56%
County of San Bernardino 0.42%

Using the figures for the change in PCPI and the change in population for the City of Upland provides the optimum increase.

General Fund Reserve Policy
Currently, the Economic Uncertainty Reserve is at $12.4 million. In October 2023, City Council received a presentation on a Financial Scorecard Fiscal Assessment Tool. In that update, due to a high reliance on sales tax generation in industries that are especially susceptible to economic sways, a recommendation to increase the City’s reserves was made. As a result, staff are recommending the Economic Uncertainty Reserve be increased to 25% at this time, with the intent to potentially increase that percentage in the future. If approved, year -end operating surplus will be prioritized to replenish the reserve to a full 25.0% of General Fund operating expenditures, which based on the FY 24/25 budget, will be $15.4 million.

The General Fund Reserve Policy (the "Policy") was established in June 2021, and is required to be reviewed and approved by the City Council at least every year during the annual budget process. Besides a couple of minor grammar corrections, the Policy under consideration is proposed to be modified in the following ways.

1) To increase the Economic Uncertainty Reserve from 22.5% to 25.0%. 2) To increase the General Plan Update Reserve target from $1 million to $2 million.

3) To remove PARS from the name of the Pension Stabilization Fund Trust, as the trust is now held in a Schwab account and managed by Shuster Advisory Group.

Personnel Changes
The FY 24/25 and 25/26 budget includes a handful of personnel changes, which are described below and are summarized in the following table, including the reclassification of one Full Time Equivalent (FTE) and the net addition of six FTEs.

Department Action # of Positions Position

Administrative
Services

Human Resources Add 1 Risk Management Coordinator

Development Services
Administration Reclass 1 Accounting Technician to Budget Specialist Administration Add 1 Administrative Assistant
Building Unfreeze 1 Building Official
Building Unfreeze 1 Plans Examiner

Public Works
Operations Add 2 Operations Supervisor
Operations Freeze 1 Warehouse & Inventory Technician
Sewer Freeze 1 Assistant/Associate Engineer

Police
Patrol Unfreeze 1 Police Officer
Patrol Add 1 Police Officer

Total Additions 8
Total Reductions 2
Net Change 6

Administrative Services
The budget includes the addition of one position as proposed in the Budget Workshop. The Risk Management Coordinator will be the only employee in the City dedicated to Risk Management. With the City joining California Intergovernmental Risk Authority (CIRA), many tools to help reduce risk will be available to us. Having a position dedicated to identifying and reducing risk may even pay for itself in the form of reduced claims over time.

Development Services
The proposed budget includes the reclassification of an Accounting Technician to a Budget Specialist, the addition of an Administrative Assistant and unfreezing of two Building positions. The existing part -time Administrative Assistant would be eliminated with the full -time position being added. Meanwhile, two positions have existed in a frozen status on the City’s Schedule of Positions for quite some time as they have been filled with contractors are proposed to be replaced with employees. The Building Official and Plans Examiner positions are being brought back in-house, partially in an effort to ensure that front-line staff have a manager to supervise them instead of that duty falling to the department head as is currently the case.

Public Works
The proposed budget includes the freezing of two positions and the addition of two positions. The vacant positions planning to be frozen are the Warehouse & Inventory Technician and a Sewer Assistant/Associate Engineer. The

new positions will be Operations Supervisors to help spread the Operations work away from the current one filled Operations Supervisor and one Operations Manager.

Police
One new Police Officer is being proposed to be budgeted through Asset Forfeiture funds. A second new Police Officer functioning as a School Resource Officer (SRO) is included in the proposed budget. The Upl and Unified School District has agreed to pay for ½ of the new SRO, so the General Fund effect of the two funded Police Officers is only half of one Police Officer.

Classification Plan Update
As part of effectuating the personnel changes outlined in the b udget, the following Risk Management Coordinator job description must be added to in the City’s Classification Plan.

Budget Document
The Resolution adopting the FY 24/25 and FY 25/26 Annual Budgets includes as Exhibit A the substantively final budget document. The figures in the attached document are final, but staff may still make minor formatting or narrative modifications of the final document that will be published on the City’s website.

FISCAL IMPACTS
Total available sources for FY 24/25 and FY 25/26 are projected to be $164,440,270 and $168,238,520, respectively, and are comprised of projected revenues and transfers in. The total uses for FY 24/25 and FY 25/26 are projected to be $224,650,570 and $189,910,700, respectively, and include operating expenditure budgets, capital improvement project requests, and transfers out. The following table summarizes the estimated total ending FY 24/25 and FY 25/26 fund balances by fund category.

Fund Category FY 24/25 FY 25/26

General Fund $9,798,130 $9,995,600

Special Revenue Funds

21,135,720

14,775,050

Capital Project Funds

20,280,940

20,675,440

Enterprise Funds

14,811,070

14,562,780

Internal Service Funds

(1,514,540)

(627,460)

Private Purpose Trust Fund

(8,478,800)

(8,477,280)

Total

$59,061,600

$50,884,190

The following table summarizes total appropriations by fund:

Fund FY 24/25 FY 25/26
General Fund $61,458,170 $63,134,260
Housing 4,984,570 4,929,930
Public Safety Augmentation 1,432,850 1,432,850
Gas Tax 9,258,490 4,890,100
Measure I 5,804,230 7,268,710
RMRA 6,640,370 2,753,340
HOME Investment Partnership Program 1,010,000 730,000
Community Development Block Grant 783,090 80,130
Parking Business Improvement Area 137,680 72,980
Air Quality Management District 73,830 154,880
COPS 1,357,200 1,153,000
Other Grants 75,000 76,500
Asset Forfeiture – Federal DOJ 648,380 654,680
CalHOME 860,000 0
American Rescue Plan Act (ARPA) 1,770,350 98,080

Police DIF 550,200 0
General DIF 332,000 0
Quimby Fees 1,897,980 635,000
Storm Drain DIF 954,270 938,580
Street & Traffic Facility DIF 325,370 0
General Fund Capital Projects 5,536,960 625,000
Street & Alley Repairs 1,102,090 426,470
Water Bond Capital Projects 13,842,090 0
Water Utility 43,526,830 40,240,160
Solid Waste Utility 18,665,460 19,404,560
Sewer Utility 16,626,990 14,395,060
Self-Funded Liability Insurance 4,939,210 5,186,040
Fleet Maintenance & Replacement 1,258,980 1,485,110
Information Systems 3,452,750 3,599,830
Building Maintenance & Operations 1,837,060 2,034,370
UAL & Employee Benefits 10,624,350 10,638,250
Successor Agency Housing 2,798,430 2,810,870
Total $224,565,230 $189,848,740

ENVIRONMENTAL DETERMINATION
The subject action approves the budget for the fiscal year. This spending plan is not considered a “project” under the California Environmental Quality Act (CEQA) pursuant to Section 15378(b)(4) of the CEQA Guidelines. Under this section, a project does not include the creation of a government funding mechanism or other government fiscal activities, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

FISCAL IMPACTS
Approval of this item will establish the operating and capital budget for FY 24 /25 and FY 25/26.

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Not a Project

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
UPLAND, CALIFORNIA ADOPTING THE FISCAL YEAR 2024-
2025 AND 2025-2026 BUDGET

WHEREAS, the City is required to adopt an annual budget; and

WHEREAS, a budget is a spending plan to match anticipated revenues for each fiscal year and is vital to the success of the City of Upland; and

WHEREAS, the City Manager has caused a budget document to be prepared covering the Fiscal Year (FY) July 1, 2024 through June 30, 2025 and July 1, 2025 through June 30, 2026; and

WHEREAS, the City Council held a public budget workshop on the proposed FY 2024-2025 and FY 2025-2026 budget on May 20, 2024 and approved and adopted the FY 2023-2024 and FY 2024-2025 budget on June 10, 2024; and

WHEREAS, the main schedules that comprise the budget document are set forth in Exhibit “A” and made available for public examination.

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

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

Section 2. The City Council of the City of Upland approves and adopts the Fiscal Year 2024-2025 and 2025-2026 Budget, set forth in Exhibit “A”, attached hereto and incorporated herein by this reference.

Section 3. The following funds, appropriations, therefore, are hereby authorized for the fiscal years beginning July 1, 2024 and July 1, 2025:

Fund FY 24/25 FY 25/26
General Fund $61,458,170 $63,134,260
Housing 4,984,570 4,929,930
Public Safety Augmentation 1,432,850 1,432,850 Gas Tax 9,258,490 4,890,100
Measure I 5,804,230 7,268,710
RMRA 6,640,370 2,753,340
HOME Investment Partnership Program 1,010,000 730,000 Community Development Block Grant 783,090 80,130 Parking Business Improvement Area 137,680 72,980 Air Quality Management District 73,830 154,880 COPS 1,357,200 1,153,000
Other Grants 75,000 76,500

Resolution No.

Asset Forfeiture – Federal DOJ 648,380 654,680 CalHOME 860,000 0
American Rescue Plan Act 1,770,350 98,080 Police DIF 550,200 0
General DIF 332,000 0
Quimby Fees 1,897,980 635,000
Storm Drain DIF 954,270 938,580
Street & Traffic Facility DIF 325,370 0 General Fund Capital Projects 5,536,960 625,000 Street & Alley Repairs 1,102,090 938,580 Water Bond Capital Projects 13,842,090 0 Water Utility 43,526,830 40,240,160
Solid Waste Utility 18,665,460 19,404,560
Sewer Utility 16,626,990 14,395,060
Self-Funded Liability Insurance 4,939,210 5,186,040 Fleet Maintenance & Replacement 1,258,980 1,485,110 Information Systems 3,452,750 3,599,830
Building Maintenance & Operations 1,837,060 2,034,370 UAL & Employee Benefits 10,624,350 10,638,250 Successor Agency Housing 2,798,430 2,810,870 Total $224,565,230 $189,848,740

Section 4. The City Manager is hereby authorized to make expenditures, including capital outlay items, provided for in said budget.

Section 5. The City Manager is hereby authorized to increase appropriations in those instances where there is an offsetting source of revenue such as when money has been received or put on deposit with the City.

Section 6. The City Manager is hereby authorized to approve continuing appropriations for capital improvement projects and other expenditures approved by the City Council but not yet expended prior to July 1, 2024 and July 1, 2025.

Section 7. The City Manager is hereby authorized to redistribute allocated budgeted amounts within or between departments.

Section 8. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

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

Resolution No.

Section 9. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

Section 10. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 11. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 10th day of June, 2024.

Bill Velto, Mayor

I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 10th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

City of Gracious Living

UPLAND, CALIFORNIA

ADOPTED BUDGET

FISCAL YEARS
2024-2025
2025-2026

Table of Contents
City Manager’s Budget Message ..................................................................................................1 Budget Overview ..........................................................................................................................3 Financial Information
Budget Process ...........................................................................................................................14 Operating and CIP Budget Calendar ..........................................................................................18 Financial Policies .......................................................................................................................19 Debt Obligations ........................................................................................................................26 Fund Structure ............................................................................................................................28 Budget Resolutions ................................................................................................................TBD Appropriations Limit Calculation ..............................................................................................35 Department/Fund Matrix ............................................................................................................31 City Profile
Strategic Goals ...........................................................................................................................32 Five-Year Financial Projection ..................................................................................................36 Budget Snapshot .........................................................................................................................40 Officials of the City of Upland ...................................................................................................42 Organizational Chart ..................................................................................................................43 Government Finance Officers Association Award ....................................................................44 History of Upland .......................................................................................................................46 City Demographics .....................................................................................................................47 Top 25 Sales Tax Producers .......................................................................................................49 Principal Property Taxpayers .....................................................................................................50 Budget Summaries
Summary of Changes in Fund Balance ................................................................................ 51/54 Summary of Changes in Spendable Fund Balances ............................................................. 52/55 Schedule of Revenues by Fund and Category ............................................................................57 Schedule of Revenue Detail by Fund .........................................................................................58 Schedule of Expenditures by Fund .............................................................................................64 Schedule of Expenditures by Fund and Category ......................................................................65

Expenditures by Department Program .......................................................................................67 Summary of Transfers ................................................................................................................69 General Government ...................................................................................................................70 City Council ...............................................................................................................................71 City Treasurer .............................................................................................................................72 City Manager ..............................................................................................................................73 City Clerk ...................................................................................................................................75 City Attorney ..............................................................................................................................77 Administrative Services ...............................................................................................................80 Finance .......................................................................................................................................82 Information Systems ..................................................................................................................85 Human Resources .......................................................................................................................87 Self-Funded Insurance ................................................................................................................90 Library ........................................................................................................................................92 Recreation ...................................................................................................................................94 Development Services ................................................................................................................111 Planning ....................................................................................................................................113 Building and Safety ..................................................................................................................117 Weed Abatement ......................................................................................................................119 Economic Development ...........................................................................................................120 Administrative ..........................................................................................................................124 Housing ....................................................................................................................................126 HOME Investment Partnership Program .................................................................................128 Community Development Block Grant ....................................................................................129 Successor Agency ....................................................................................................................131 Police Department ......................................................................................................................139 Operations ................................................................................................................................141 Administrative Services ...........................................................................................................141 Special Services ........................................................................................................................142 Public Works ..............................................................................................................................160 Engineering ..............................................................................................................................163

Operations ................................................................................................................................163 Water Enterprise .......................................................................................................................172 Sewer .......................................................................................................................................178 Environmental Compliance .....................................................................................................179 Solid Waste .............................................................................................................................183 Capital Improvement Program ................................................................................................192 Capital Improvement Projects FY 2024-25 & FY 2025-26 .....................................................195 Capital Improvement Project Descriptions (FY 2024-25 & FY 2025-26) ...............................202 2024-26 Schedule of Positions ...................................................................................................225 Chart of Accounts
Fund Numbers ..........................................................................................................................230 Division Numbers ....................................................................................................................232 Object Numbers ........................................................................................................................237 Appendix
Glossary of Terms ....................................................................................................................240 List of Acronyms ......................................................................................................................244

City Manager's Budget Message
Honorable Mayor and Council Members:

I am pleased to submit the proposed Fiscal Year 2024/2025 (FY 24/25) and Fiscal Year 2025/2026 (FY 25/26) operating and capital budget for your review and consideration.

This is the first time the City of Upland is presenting a Two-Year Budget. A biennial budget provides a longer-term financial outlook, allowing the City to plan and execute projects with a clearer vision. In addition, preparing a budget is a resource-intensive process. A 2-year cycle reduces the frequency of this task, freeing up time and resources for other important functions, such as performance monitoring and service delivery.

This Two-Year Budget reflects some of City Council's prudent fiscal actions both in the past and present, which will benefit the future. In the Spring of 2024, City Council took actions as a part of the Mid-Year Budget Review and the AB 1600 Development Impact Fee Annual Report to set aside almost $2.5 million in one-time savings in two of the City's Internal Service funds. That foresight allowed for the General Fund to use these funds to balance the FY 24/25 and FY 25/26 budgets.

The City has seen very healthy revenue growth in the last few years. Despite that, due to CalPERS 's poor investment and experience performance in FY 21 /22, the City's pension system is facing an increase of over $2.2 million in unfunded accrued liability (UAL) pension costs in FY 25/26. However, by following the 2021 Pension Funding Policy, City Council approved paying down the new pension liability more quickly than required, resulting in the UAL expense budget for FY 24/25 rising by over $3.7 million. While that alone amounts to an 6.7% increase over FY 23/24' s adopted budget, the fiscal prudence of addressing this new liability head-on will save the City almost $9 million in interest expense over the next 20 years.

Under the judicious leadership of the City Council, the City continues to meet fiscal challenges and has diligently worked to maintain and enhance revenues and reduce operational expenditures where possible.

Despite rising inflation and corresponding budget constraints, City departments are performing outstanding work with the resources they have. However, service levels in a number of areas do not meet the standards our residents expect and deserve. While staff will continue to look for greater efficiencies and perform as effectively as possible with existing resources, the City will continue to look for additional sources of revenue to improve the quality of life in Upland.

Improved 9-1-1 police response times, faster repair of potholes, Citywide street improvements, 001 Page 367 of 624

and sidewalk repairs are all top priorities that need to be addressed.

One focus of staff in FY 24/25 is ensuring we take advantage of one-time opportunities for addressing deferred maintenance through use of the $15 .2 million the City received from the American Rescue Plan Act (ARP A). City Council has prioritized using the remaining funds in a manner that benefits infrastructure, namely streets and sidewalks. We are grateful to be receiving our fair share of federal funds; however, these funds are just a downpayment on the significant needs of the City that have built up over decades.

For FY 24/25, the operating budget is $61,304,910 in the General Fund, $164,411,540 across all funds and $60,153,690 for capital projects. For FY 25/26, the operating budget is $62,970,820 in the General Fund, $167,058,490 across all funds, and $22,790,250 for capital projects. The requested funds will support the necessary operational and capital improvement project needs of each department. This budget represents a slight increase in level of services compared to FY 23/24, with additional changes in staffing (as notated in the attached FY 24-26 Schedule of Positions). Projected revenues for FY 24/25 are $61,671,040 in the General Fund and $164,375,460 across all funds. Projected revenues for FY 25/26 are $63,331,790 in the General Fund and $168,171,330 across all funds.

The preparation of the proposed annual budget was made possible through the dedicated efforts of the Administrative Services Department, department directors, and their staff. Credit also must be given to the Mayor and City Council for their support in maintaining the highest standards of professionalism in the management of the City of Upland's finances. 002 Page 368 of 624

BUDGET OVERVIEW

For FY 24/25 projected citywide operating revenues of $164,110,460 represent an increase of $7.6 million compared to the prior year. The funds with the highest revenues are: General Fund ($61,671,040), Water Utility Fund ($26,690,130), Solid Waste Utility ($18,412,270), and Environmental Enterprise Fund ($11,974,250). Revenue by fund type is depicted in the figure below.

For FY 25/26 citywide operating revenue is projected to be $167,706,330, representing a projected increase of $3.6 million over FY 24/25. The funds with the highest revenues are: General Fund ($63,331,790), Water Utility Fund ($29,530,740), Solid Waste Utility ($19,325,470), and Environmental Enterprise Fund ($12,670,280). Revenue by fund type is depicted in the figure below:

The FY 24/25 operating and capital expenditure budget totals $224,146,970, including Capital Improvement Project (CIP) requests. Many funds make up the total budget amount, with the largest being the General Fund in the amount of $61,304,910, or 27.35% of the City’s total. Other major fund expenditures include the Water Utility Fund ($57,368,920), Solid Waste Utility ($18,400,460), Environmental Enterprise Fund ($16,626,990), and Gas Tax Fund ($9,258,490). In summary, appropriations reflect a total increase of $12,303,860 or 5.8% from the prior year. The most notable expenditure increases are: $6.2 million in the General Fund primarily relating to increase allocated costs relating to UAL payments ($3.2 million) and increased salary and benefit costs ($2.5 million), net $3.8 million in Water Enterprise Funds relating to increased cost of operation, and $3.7 million for increased UAL payments to CalPERS from the UAL and Employee Benefits.

General
Fund

37.6%
Special
Revenue
Funds

10.3%
Capital
Project
Funds

2.7%
Enterprise
Funds

35.0%
Internal
Service
Funds

12.7%
Successor
Agency

1.7%
FY 24/25
Total  Revenues by Fund Type
$164,110,460
General
Fund

37.8%
Special
Revenue
Funds

9.8%
Capital
Project
Funds

1.7%
Enterprise
Funds

36.7%
Internal
Service
Funds

12.4%
Successor
Agency

1.6%
FY 25/26
Total  Revenues by Fund Type
$167,706,330
003 Page 369 of 624

The FY 25/26 operating and capital expenditure budget totals $189,226,300, including CIP requests. The largest fund expenditures include: General Fund ($62,976,820), Water Utility Fund ($40,240,160), Solid Waste Utility ($19,404,560), and Environmental Enterprise Fund ($14,395,060), and Measure I Fund ($1,268,710). Appropriations reflect a projected total decrease of $34,920,60 or 15.6% from FY 24/25. The most notable decreases include: $17.1 million in Water Utility Fund, $4.9 million in General Fund Capital Projects, $4.3 million in Gas Tax Fund, $3.9 million in Measure I Fund, and $2.2 million in Environmental Enterprise (Sewer Utility) Fund.

In FY 24/25 Personnel costs inclusive of all City funds are increasing by $2.1 million from $37.9 million to $40.0 million. The majority of increases relate to negotiated pay and benefit increases ($2.2 million). In total, the number of authorized FTE positions from the FY 23/24 amended budget increased by 6.0 to 274.0 FTE’s.

In FY 24/25 maintenance and operation appropriations (excluding the UAL & Employee Benefits Internal Service Fund) are increasing by $6.5 million from $103.2 million to $109.7 million. $5.0 million of the increase is attributed to increases in utility funds’ costs of operation, and another $3.2 million relates to the General Fund making increased payments to CalPERS to address the City’s UAL.

In FY 24/25 Capital Projects & Equipment appropriations are increasing by $89,040 from $63.7 million to $63.8 million.

General
Fund

27.4%
Special
Revenue
Funds

15.5%
Capital
Project
Funds

4.8%
Enterprise
Funds

41.2%
Internal
Service
Funds

9.9%
Successor
Agency Funds

1.2%
FY 24/25
Total  Expenditures by Fund Type
$224,146,970
General
Fund

33.3%
Special
Revenue
Funds

12.8%
Capital
Project
Funds

1.4%
Enterprise
Funds

39.0%
Internal
Service
Funds

12.0%
Successor
Agency
Funds

1.5%
FY 25/26
Total  Expenditures by Fund Type
$189,226,300
004 Page 370 of 624

GENERAL FUND

The ending General Fund balance is projected to be $9,798,130. This does not include funds that are held in City-Designated Reserves in conjunction with the City’s General Fund Reserve Policy.

A summary of most General Fund reserves projected as of July 1, 2024, is illustrated in the following table:

General Fund Reserves
Restricted (Section 115 Trusts) $7,646,414
Committed:

Economic Uncertainty Reserve 12,400,000
Emergency Disaster Contingency Reserve 1,000,000
General Plan Update Reserve 552,395
Committed Total $13,952,395

City Council-Designated:

Building Replacement and Maintenance
Reserve 1,747,690

Infrastructure Improvement Reserve 159,380
City Council-Designated Total $1,907,070
Total General Fund Reserves $23,505,879

Salaries &
Benefits

17.9%
Maintenance
& Operations

53.7%
Capital Projects
& Equipment

28.4%
FY 24/25
Total  Expenditures by Category
$224,146,970
Salaries &
Benefits

22.4%
Maintenance
& Operations

64.0%
Capital Projects
& Equipment

13.6%
FY 25/26
Total  Expenditures by Category
$189,226,300
005 Page 371 of 624

General Fund Revenues:

For FY 24/25 total General Fund operating revenues are projected to be $61,671,040, which is an increase of $5.9 million from the prior year’s budget. For FY 25/26, total General Fund operating revenues are projected to increase to $63,331,790. The General Fund revenues by source are depicted in the following figures:

• Property Taxes
For FY 24/25 property tax revenues are projected to be $22,371,510. This estimate reflects an overall increase of $1,322,420 over the prior year’s budget. For FY 25/26 property tax revenues are projected to be $23,065,040, which is an increase of $693,530 over FY 24/25.

• Sales Tax
For FY 24/25 forecasts provided by our sales tax consultant, HdL Companies, estimate that retail sales tax revenues will be $24,591,400, an increase of $4,140,370 from the prior year’s budget. For FY 25/26 projected retail sales tax revenues will be $25,346,900.

• Other Taxes
For FY 24/25 it is projected that other tax revenues will be $3,709,420, an increase of $267,070 from the prior year’s budget. For FY 25/26, other tax revenue is projected to be $3,746,330.

Property
Taxes 36.3%
Sales Tax

39.9%
Other Taxes

6.0%
Licenses &
Permits 3.2%
Other Governments

0.1%
Charges for
Service

4.8%
Fines &
Forfeitures

0.9%
Use of
Money and
Property

3.6%
Other
Revenue

5.2%
FY 24/25
General Fund Revenue by Source
$61,671,040
Property
Taxes 36.4%
Sales Tax

40.0%
Other Taxes

5.9%
Licenses &
Permits 3.2%
Other Governments

0.1%
Charges for
Service

4.8%
Fines &
Forfeitures

0.8%
Use of
Money and
Property

3.6%
Other
Revenue

5.2%
FY 25/26
General Fund Revenue by Source
$63,331,790
006 Page 372 of 624

• Licenses & Permits
For FY 24/25 revenue from Licenses and Permits is estimated to be $1,981,030, which is a decrease over the prior year’s budget of $169,290. For FY 25/26, revenue is projected to increase to $2,017,790.

• Charges for Services
For FY 24/25 revenue from Charges for Services is estimated to be $2,961,180, which is a decrease over the prior year’s budget of $91,880. For FY 25/26, revenue is projected to increase to $3,037,620.

• Use of Money and Property
For FY 24/25 revenue from Use of Money and Property is estimated to be $2,223,640, which is an increase over the prior year’s budget of $666,720. For FY 25/26 revenue is projected to be $2,266,070.

• Other Revenues
For FY 24/25 Other Revenues is estimated to be $3,549,680, which is a decrease over the prior year’s budget of $292,730 primarily due to decreases in Administrative Service Fees.

For FY 25/26 Other Revenues is projected to be $3,264,880.

• Fines & Forfeitures
For FY 24/25, revenue from Fines & Forfeitures will be $526,910, which is an increase of $20,640 over the prior year. For FY 25/26 revenue will be $537,260.

• Transfers In
For FY 24/25 Transfers In are estimated to be $265,000 from Solid Waste Utility to the Sewer Utility. This amount pertains to the costs of the City’s closed landfill that is budgeted for in the Sewer Utility. For FY 25/26 Transfers In are projected to be $465,000 including $265,000 from Solid Waste Utility to Sewer Utility and $200,000 from the Building Maintenance & Operations Internal Service Fund to General Fund Capital Projects.

General Fund Expenditures:

General Fund operating expenditures are projected to be $61,458,170 which is $5.8 million higher than the prior year’s original budget. The change is due to increases in budgeted personnel services totaling $2.5 million and an increase in operations and maintenance totaling $3.7 million. The increase in operations and maintenance is primarily due to a $3.2 million increase in PERS-UAL.

The General Fund expenditures by department are depicted in the following figures below:

007 Page 373 of 624

• Personnel
General Fund personnel costs are projected to total $24.1 million, an increase of $1.7 million over the prior year’s adopted budget. The increase is primarily due to negotiated pay and benefit increases ($1.5 million).

• Maintenance and Operations (M&O)
The maintenance and operations budget is projected to be $30,946,910, which is an increase of $1.1 million over the prior year’s adopted budget. The increase is attributed to $712,200 in Vehicle Acquisition, $454,850 for higher Information Systems, and $432,140 in Contract Services costs. This increase has been reduced in part to Unfunded Accrued Liability payments to CalPERS decreasing by $0.6 million. In addition, the City has incorporated a vacancy allowance and maintenance and operations allowance to properly reflect in the budget an estimate for anticipated shortfalls in expenses in both categories.

Salaries &
Benefits

43.5%
Maintenance
& Operations

56.4%
Capital Projects
& Equipment

0.1%
FY 24/25 General Fund
Expenditures by Category
$61,304,910
Salaries &
Benefits

43.4%
Maintenance
& Operations

56.5%
Capital Projects
& Equipment

0.1%
FY 25/26 General Fund
Expenditures by Category
$61,336,030
Administrative
Services

17.4%
Police 54.8%
General
Government

4.2%
Engineering and
Public Works

18.1%
Development Services

5.5%
FY 24/25 General Fund
Expenditures by Department
$61,304,910
Administrative
Services

15.9%
Police 55.8%
General
Government

4.0%
Engineering and
Public Works

18.7%
Development Services

5.6%
FY 25/26 General Fund
Expenditures by Department
$62,976,820
008 Page 374 of 624

SPECIAL REVENUE FUNDS

HOUSING FUND
The Housing Division is responsible for the administration of the Low- and Moderate-Income (LMI) Housing program. Available resources provide for the development and implementation of housing programs to increase and improve or preserve affordable housing within the City’s corporate limits for persons or families of low- to moderate-income. The total appropriations for the Housing Fund are $4,984,570 for FY 24/25 and $4,929,930 for FY 25/26.

STREET MAINTENANCE AND IMPROVEMENT FUNDS
The City receives three sources of funds for street infrastructure improvements. The Gas Tax Fund and Road Maintenance Rehabilitation Account Fund accounts for gasoline taxes received from the State of California, and the Measure I Fund accounts for the City’s share of San Bernardino County revenue received from the State of California from a special 1/2% sales tax. For FY 24/25, the total budget for street improvement projects from these sources is $21,703,090, with $20,420,520 of that budgeted specifically for street-related capital projects. For FY 25/26 the total budget is $14,912,150. Some FY 24/25 and 25/26 projects of interest include: Arrow Highway Rehab (Benson to Mountain), Arrow Highway Rehab (Mountain to San Antonio), Campus Avenue Rehab (9th Street to Foothill Blvd.), 18th Street Rehab (Mountain to Euclid), Foothill Blvd. Rehab (Central to San Antonio), Lexington Street/First and Second Street Rehab, Mulberry Avenue Reconstruction (Foothill Blvd. to Pine Street), and Citywide Street Overlays and ADA Improvements.

HOME INVESTMENT PARTNERSHIP PROGRAM
The Home Investment Partnership Program budget is $1,010,000 for FY 24/25 and $730,000 for FY 25/26. Revenues are received from the State of California and the U.S. Housing and Urban Development Department. They are required to be used to assist limited income individuals and families in the purchase of their first home or to make needed improvements and repairs to their current homes.

COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS (CDBG)
This year’s CDBG program has a total allocation of $783,090. The recommendations for these funds have been processed and approved by the CDBG Committee, and the City Council has reviewed and supports the recommendations. These funds continue to address many important community needs that may not otherwise be possible. Programs such as Code Enforcement, Graffiti Removal, and Homeless Services are examples of how these funds directly benefit the Upland community.

CITIZEN’S OPTION FOR PUBLIC SAFETY (COPS)
This fund is used to account for the receipt of funds generated by AB3229 and expenditures must be used for front-line police activities. The total appropriations are $1,357,200 for FY 24/25 and $1,153,000 for FY 25/26. Total revenues are anticipated to total $150,000 for FY 24/25 and $153,000 for FY 25/26.

AIR QUALITY MANAGEMENT DISTRICT
This fund accounts for the receipt of funds generated by AB2766, which sets forth requirements for the reduction of air pollution from mobile sources as promulgated by the South Coast Air 009 Page 375 of 624

Quality Management District. The total appropriations are $73,830 for FY 24/25 and $154,880 for FY 25/26, and total estimated revenues are $100,000 for both FY 24/25 and FY 25/26.

CAPITAL PROJECT FUNDS

Capital Project Funds include: Police Department Development, General Capital Improvements, Park Acquisition and Development (Quimby), Storm Drain Development, Street & Traffic Facility Development, General Capital Projects, and Street & Alley Repairs. The total operating budget is $10,624,950 for FY 24/25 and $10,698,870 for FY 25/26. Projects of interest include: Dog Park Improvements, Downtown Urban Space, Park Restroom Improvements, Olivedale Park Upgrades, Arrow Highway Storm Drain Improvements (Benson Avenue to Fairwood Avenue), Campus Avenue Storm Drain (Arrow Highway to Foothill), Library HVAC Replacement, Traffic Signal Hardware Improvements. The revenues for these funds are derived mostly from development impact fees and are projected to be $4,451,710 for FY 24/25 and $2,819,550 for FY 25/26.

ENTERPRISE FUNDS

WATER UTILITY FUND
The Water Utility Fund budget includes the cost of delivering water and service to City customers and maintaining the system. Total Water Utility appropriations are $57,368,920 for FY 24/25 and $40,240,160 for FY 25/26. Proposed capital improvement projects of interest for FY 24/25 include: Water Master Plan, Foothill Boulevard Water Main Replacement (Mountain to San Antonio), San Antonio Canyon Water Treatment Plant, Plant 5 Generator, 17th Street Water Main (Laurel to Euclid) & Service Replacements (San Antonio to Euclid), 18th Street Water Improvements (Mountain to Euclid), Campus Avenue Water Main Replacement (9th Street to Washington and Arrow Highway to Foothill Boulevard), Plant 13 Chlorine Generation, and 9th Street Water Main Replacement (Benson to Mountain and 8th Street to Grove). Revenues are projected at $26,980,130 for FY 24/25 and $29,530,740 for FY 25/26. Year-end fund balance is projected to be $12,095,850 for FY 24/25 and $11,386,430 for FY 25/26.

SOLID WASTE UTILITY FUND
The Solid Waste Utility Fund budget includes the cost of providing refuse service to City customers. Revenues are projected at $18,412,270 for FY 24/25 and $19,325,470 for FY 25/26.

Appropriations and transfers out are $18,665,460 for FY 24/25 and $19,404,560 for FY 25/26.

The Solid Waste fund balance is projected to have a negative balance of $363,350 for FY 24/25 and $442,440 for FY 25/26. Significant capital improvement projects include Downtown Trash Enclosures.

ENVIRONMENTAL ENTERPRISE FUND
The Environmental Enterprise Utility Fund operating budget includes the cost of providing sewer services to City customers and to maintain the system. Total appropriations are $16,626,990 for FY 24/25 and $14,395,060 for FY 25/26. Significant capital improvement projects include Sewer Master Plan, Citywide Sewer Rehabilitation, Arrow Highway and Benson Ave. Sewer Relocations and Improvements, Sewer Manhole Improvements, and Campus Avenue Sewer Manhole Installation (Foothill Boulevard & West Street). Revenues and transfers in are projected to be $12,351,450 for FY 24/25, leaving an estimated year-end fund balance of $3,078,570. For FY 010 Page 376 of 624

25/26, revenues and transfers in are projected to be $12,935,280 with an estimated year-end fund balance of $3,618,790.

INTERNAL SERVICE FUNDS

SELF-FUNDED LIABILITY INSURANCE FUND
This fund contains revenues (derived from charges to other funds) and expenditures of $4,939,210 for FY 24/25, a decrease of $335,050 from the prior year adopted budget. For FY 24/25, Self- Funded Insurance expenses have been allocated to other funds based on the fund’s percentage of salary cost. For FY 25/26 revenues and expenditures are projected to be $5,186,040.

FLEET MAINTENANCE AND REPLACEMENT FUND
The Fleet Maintenance and Replacement Fund provides for the operation of the City’s Fleet Management division, which accounts for repairs, routine maintenance, and replacement of City vehicles. In FY 24/25, the Fleet Maintenance and Replacement Fund expenses are projected to be at $1,258,980, with revenues generated from charges to other funds. The fund is projected to have a balance of $754,6110 at year-end, which will be used to purchase replacement vehicles in future years. In FY 25/26 expenses are projected to be $1,485,110.

INFORMATION SYSTEMS FUND
The Information Systems Fund provides for the operation of the City’s Information Systems Division, including maintenance of the City’s communications network, computer network and hardware infrastructure. Information Systems expenditures are expected to be $3,452,750 for FY 24/25 and $3,599,830 for FY 25/26. Revenue will be generated from charging other funds and receipt of PEG Fees. The projected fund balance at year end for FY 24/25 is $3,482,950 and will be used for information technology projects, upgrades and replacements in future years.

BUILDING MAINTENANCE & OPERATIONS FUND
The Building Maintenance & Operations Fund provides for the operation of the City’s Building Maintenance & Operations Division which maintains the City’s facilities. For FY 24/25, Operations costs and maintenance of all City facilities are expected to total $1,837,060 for while revenues (charges to other departments/funds) are expected to total $1,457,060, leaving an expected fund balance of $1,119,970 at year end. For FY 25/26, costs and maintenance including transfers out are projected to total $2,034,370 and revenues are projected to total $1,444,370.

UAL AND EMPLOYEE BENEFITS FUND
The UAL and Employee Benefits Fund provides for the allocation and charging of Unfunded Accrued Liability (UAL) pension costs and other employee benefits costs internally among the City’s various functions. UAL and employee benefits costs are expected to be $10,624,350 for FY 24/25 and $10,638,250 for FY 25/26. This is an increase of $3,664,340 from the FY 23/24 budget, due to CalPERS’ -7.5% return during the period ending June 30, 2022 which is being reflected in the City’s payments this fiscal year, combined with the City making advance payments of new CalPERS liabilities in conjunction with Upland’s Pension Funding Policy.

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LONG TERM FINANCIAL PLANNING

A budget is a fiscal plan that establishes anticipated revenue and expenditures for accomplishing a variety of services over a given time frame. Although the City of Upland has prepared a two- year budget, we cannot lose sight of our long-term needs. It is critical to safeguard our operating reserves, address any fiscal weaknesses, and make strategic financial decisions to ensure we have a resilient City over the long-term. It is important that we continue to refine our financial strategy with the goal of being a resilient and fiscally responsible City. How well we are able to define our strategy now will enable us to more proactively address our financial concerns and prevent the need for less desirable reactionary approaches in the future.

Addressing long-term financial concerns has been a priority for the City of Upland for at least ten years. The long-term priorities are:

1. Maintain a balanced operating budget in order to avoid dipping into existing reserves.

2. Maintain operating reserves at 25% of budgeted operating expenditures.

3. Address unfunded liabilities for CalPERS pension and other postemployment benefits (OPEB). On 4/30/2024, Pension and OPEB trust balances were $7,104,472 and $2,184,493 respectively.

4. Provide necessary funding for infrastructure maintenance and improvements. One-time federal funds and prior year surpluses have allowed us to start making a dent in improving the health of our deteriorating infrastructure. We have been focusing on improvements that will save the city money in future years and on revenue generating facilities.

5. Provide funding for additional public safety services. We are currently focusing on the training and safety of our officers.

In an effort to plan for the future, this two-year budget includes a 5-year financial projection. The projection includes the additional 6.0 (FTE) positions requested as part of the budget. It does not assume any other increase in service levels. It also does not provide for additional needs such as addressing deteriorating infrastructure.

The projection does take the existing FY 24/25 & FY 25/26 budget and has factored in known increases to personnel costs, along with revenue and expenditure assumptions for the future based on the best available information, including the impacts of ARPA funding on current and projected revenue sources. The 5-year financial projection does not include the use of money from the City’s Section 115 Trust that was established to address the City’s pension obligation. The projection also does not include any additional revenue associated with new development or future grant opportunities.

Deficits shown in future years highlight the need for the City to identify additional revenue sources or find expenditures that will be able to be reduced in order to balance the budget.

While it is clear that progress has been made toward reaching financial goals, there is still quite a distance between the City’s current position and long-term financial goals of meeting the standards our residents expect and deserve.
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CONCLUSION

Under the leadership of the City Council, the City's fiscal condition remains stable and is improving as we continue along a steady course into the coming fiscal year. City Council’s thoughtful and measured response to our fiscal situation has kept us on a sustainable financial path while continuing to provide core services to its citizens. Looking forward to the next five years, we cannot lose sight of our long-term needs and it is critical to safeguard our operating reserves, address any fiscal weaknesses, and make strategic financial decisions to ensure we have a resilient City over the long-term.
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BUDGET PROCESS

Purpose of the Budget Document

The Budget sets forth a strategic resource allocation plan that is distinctly aligned with community goals, preferences, and needs. The Budget is a policy document, financial plan, operations guide, and communication device all in one.

The Budget:

 Determines the quality and quantity of City programs and services.  States expenditure requirements for the allocation plan and estimated available revenues to finance it.
 Sets targets and provides a means of measuring accomplishments against goals, actual versus planned outcomes.
 Serves as a communication device for elected officials, the public, and the City organization that promotes the City’s vision and direction, fiscal health and vitality, and what the public is getting for its tax dollars.

Through the Budget document, the City demonstrates its accountability to its residents, customers, and community.

The Relationship Between the Operating Budget and Capital Improvement Program

The Budget document is comprised of both the Annual Operating Budget and the Capital Budget.

The development of the two budgets, however, takes place on two separate, albeit interrelated, tracks.

The Operating Budget is the complete budget used to finance all day-to-day operations and obligations of the City. The budget includes general government administration and operations, debt service, capital expenditures, and transfer payments for a particular fiscal year. The funding for this budget is derived from taxes, fees, licenses, fines, and inter-governmental revenues (state and federal).

The Capital Improvement Program (CIP) is a multi-year instrument that drives the identification, evaluation, and financing of capital infrastructure that is in need of renovation, repair and/or construction. Capital projects range from road maintenance or construction to the renovation of municipal buildings, recreation centers, and water main and sewer system replacement. The CIP relates these capital project needs to the financial sources that will support their realization and the timeframe in which both the financial and work will take place. Capital improvement projects typically carry considerable future impact, meaning, they have a life span of at least five years or more. They are usually financed over a longer period of time, in effect spreading the cost of the project across a generation of users.

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Guide to the Budget

The City of Upland’s fiscal year begins each July 1st and concludes on June 30th. The development of the annual budget is comprised of distinct phases. First, the City Council identifies the priority service requirements for the community, during the Strategic Goals workshop. Second, is the planning and assessment that includes both strategic plan development and data gathering, such as performance measurements. A select group of performance measures used in the development process are featured in the budget document.

The budget kickoff begins in mid-January at a meeting to which the City Manager, Finance staff, and all Department Heads and their budget staff attend. The City Manager briefs the participants on policy directives and general budgeting guidelines. Finance staff follows with a discussion on the technical and procedural aspects of preparing the budget. Departments have approximately two months to prepare their budgets.

Subsequent to budget submittals, the City Manager, Finance staff, and Department Heads hold meetings to discuss proposed budgets. Participants discuss the budget, including reductions or other significant changes, goals and objectives, and performance measures.

Once the City Manager reviews have taken place and all departmental budget issues are resolved, the Finance staff prepares the preliminary budget. The Assistant City Manager presents the proposed budget at a special meeting. Following the Committee review, the Assistant City Manager presents the proposed budget to the City Council, at which time the City Manager will recommend to the City Council the adoption of the budget with any necessary revisions made between the time of publication of the preliminary budget and the date of adoption.

The budget plays a crucial role in communicating to elected officials, City employees, and the public, the City’s plans for the use of its resources. Budgets are complex documents that can be difficult to grasp at first hand. Although the City has made every effort to make the document as easy to navigate as possible, some discussion as to how the book is organized is deemed warranted.

This section provides the reader with some basic understanding of the constituent components of a budget document.

Organization of the Budget Document

The Budget document is comprised of the following sections:

City Manager’s Budget Message

The City Manager’s Budget Message is a transmittal letter addressed to the Mayor and City Council that introduces the FY 2024-25 and FY 2025-26 two-year budget. The Budget Message outlines the organizing principles of the budget and the assumptions on which the budget was developed. The City Manager’s Budget Message aims to provide the reader with highlights of the operating and capital budgets, and sufficient context to understand how and why the budgetary changes occurred between fiscal years.
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Financial and Budgetary Policies

This section provides the reader an understanding of the City’s financial policies and budgetary practices. It describes the purpose of the budget, its development, reading the budget, and the financial and operational policies followed in the budget development and planning process.

Additionally, this section includes the resolutions for the appropriations limit and adoption of the budget and a matrix illustrating department/fund relationships.

General Information

The City Profile provides a snapshot of the City for which the Budget has been developed. The purpose of this section is to give the reader an at-a-glance look at the City’s organizational structure, demographic data, and other statistics.

Budget Summaries

The budget summaries section is the nuts and bolts of the Budget. It provides the following information: Summary of Changes in Fund Balance, Schedule of Revenues by Fund and Category, Schedule of Revenue Detail by Fund, Schedule of Expenditures by Fund, Schedule of Expenditures by Fund and Category, Expenditures by Department Program, and the Summary of Transfers.

Department Summaries

The Department Summaries contain detailed budget information for the basic organizational units of the City and its departments. Each department summary presents the following information:

 Mission Statement - Each department has formulated a mission statement that presents the “what, for whom, and why” the department exists.

 Expenditures by Category - The table and graph provide information on budgeted expenditures organized by the following categories: personnel, maintenance & operations, capital outlay, and capital improvement projects.

 Expenditures by Funding Source - The table and graph provide information on the funding sources for the budgeted expenditures.

 Goals and Objectives - Departments are comprised of smaller organizational units that allow the department to attain its mission.

 Performance Measurements - Each department has established performance measures for assessing progress made toward achieving goals. These measures are used during the budget process to ascertain program performance, workload, and future targets.

 Major Accomplishments - This section lists a department’s achievements over the past fiscal year.
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 Expenditure Summary by Division – This section lists the various divisions and related expenditures which make up the department.

 Expenditure Summary by Object Code – This table provides line-item budgetary detail for the department.

Capital Improvement Program

This section looks at the City’s capital improvement program, funding sources, project highlights, and the specific projects for which funds are allocated for the budget year for the next five years.

Schedule of Positions

The Schedule of Positions section includes the titles of the Full Time Equivalent (FTE) positions authorized for each department. A comparative table that provides four years of data is also presented.

Chart of Accounts

This section provides a list of the City’s funds, divisions, and object codes.

Glossary of Terms

Budget documents may be difficult to read and may contain terms unfamiliar to the reader. This section covers key terms used throughout the budget document and in the budgeting process in general.

List of Acronyms

A list of acronyms used throughout the budget document is included.

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Date Day Responsibility Action
December 12, 2023 Tuesday City Manager and Executives FY 2024-25 and FY 2025-26 Budget kickoff meeting with City Manager, Assistant City Manager, and Executives.

December 13, 2023 Wednesday Finance FY 2025 and 2026 Salary and benefit worksheets are distributed to Departments.

January 3, 2024 Wednesday Finance Budget worksheets are distributed to Departments.

January 15, 2024 Monday Departments Departments submit FY Internal Service Funds requests to IT and Public Works.

January 15, 2024 Monday Departments Departments submit new positions and reclassifications requests to Human Resources.

January 18, 2024 Thursday Departments Departments submit revisions to salary and benefit allocations to Finance.

February 15, 2024 Thursday Departments Departments submit budget worksheets, enter FY 2023-24 expenditure/revenue projections and FY 2024-25 and FY 2025- 26 proposed expenditure budget and revenue estimates in Munis.

February 28, 2024 Wednesday Public Works Public Works Department submits Fiscal Year 2025 and 2026 Capital Improvement Project budget (Schedules emailed to Finance and budget entry in Munis).

February 29, 2024 Thursday Human Resources Human Resources submits approved new position /reclassification requests to Finance for cost out.

March 4, 2024 Thursday Departments Departments submit narratives, goals and objectives, performance measures and major accomplishments.

March 11, 2024 Monday FY 2023-24 Mid Year Review
February 19 - March
28, 2024
Finance Finance prepares First Draft of budget summaries.

April 1 - April 18,
2024
City Manager, Finance,
Department Representatives
City Manager, Assistant City Manager, Finance and specific Department staff members assigned with budget preparation meet with departments to discuss revenues and operating and CIP budgets.

April 15, 2024 Monday Finance Finance completes Second Draft of budget and summaries.

April 24, 2024 Wednesday Finance Finance Committee Budget Presentation - Finance presents key elements of the FY 2025 and 2026 Proposed Budget.

May 6, 2024 Monday Departments Department PowerPoint slides due for the Budget Workshop presentations.

May 20, 2024 Monday City Manager, Finance and
Departments
City Council Workshop - FY25/FY26 Proposed Budget.

June 10, 2024 Monday City Manager, Finance and
Departments
Budget Adoption - Proposed budget and Appropriations Limit presented to the City Council for formal adoption.

City of Upland
Operating and CIP Budget Calendar
Fiscal Year 2024-25 and 2025-26
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FINANCIAL POLICIES

The City of Upland was incorporated on May 15, 1906, under the general laws of the State of California and enjoys all the rights and privileges pertaining to “General Law” cities. The City is governed by an elected five-member board. Included within the financial reporting entity of the City are the Successor Agency to the Upland Community Redevelopment Agency and the Upland Public Financing Authority.

Basis of Accounting and Budgeting

The City’s accounting system is organized on a fund basis. Each fund is a separate accounting entity with a self-balancing set of accounts recording its assets, liabilities, fund equity, revenues, and expenditures. The funds are segregated for the purpose of carrying on specific activities or attaining certain objectives in accordance with special regulations, restrictions, or limitations.

Governmental funds are classified into three broad categories: governmental (general, special, debt service, and capital improvement projects), proprietary, and fiduciary funds. Governmental funds include activities usually associated with typical or local government operations. Proprietary funds are financed and operated in a manner similar to private business enterprises, where the intent is to recover the cost of providing goods and services from user charges. Fiduciary funds are utilized in situations where the government is acting in a fiduciary capacity as a trustee or agent.

The City’s accounting and budgeting systems are in compliance with the Generally Accepted Accounting Principles (GAAP). This means that the modified accrual basis of accounting is used for governmental fund types and that the accrual basis of accounting is used for proprietary fund types. These funds are described as follows:

General Fund (Fund 101)

The General Fund is the City’s primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. The General Fund finances basic services to residents, including police, library, and recreation.

Special Revenue Funds

Housing (Fund 201) - This fund accounts for the housing activities of the City that were previously accounted for in the redevelopment agency low and moderate income housing fund.

SB509 Public Safety Augmentation (Fund 203) - This fund accounts for the half-cent sales tax enacted by Proposition 172 and SB509. Funds are used to cover operational expenditures of the Police Department.

Gas Tax (Fund 204) - This fund accounts for State gasoline taxes received by the City. These funds may only be used for street maintenance, right-of-way acquisition, and street construction.

Gas Tax funds are used for capital projects established within the Gas Tax Fund.

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Measure I (Fund 205) - This fund accounts for revenues which were approved by the San Bernardino County voters in a General Election in 1989 authorizing a one-half percent (1/2%) sales tax on all retail transactions within the incorporated and unincorporated territory of the County of San Bernardino. It was approved originally for a period not to exceed twenty years but in 2004, was extended through 2040. These proceeds are restricted solely for county-wide transportation improvements and traffic management programs.

Road Maintenance Rehabilitation Account (RMRA- Fund 206) - This fund accounts for State gasoline taxes received by the City as a result of the passage of the Road Repair and Accountability Act of 2017, better known as SB-1. These funds may only be used for street maintenance, right- of-way acquisition, and street construction. RMRA funds are used for capital projects established within the RMRA Fund.

Home Investment Partnership Program (Fund 208)/CalHome (Fund 222) - These funds account for housing rehab grants from the California Department of Housing and Community Development. These grants are then loaned to local citizens for single-family home rehabilitation, neighborhood restoration, first-time homebuyers, tenant-based assistance, and rental rehabilitation programs.

Community Development Block Grant (CDBG- Fund 209) - This fund accounts for receipt and disbursement of the Community Development Block Grant Program funding by the United States Department of Housing and Urban Development. Program accountability follows the guidelines of Office Management and Budget Circulars A102 and A87.

Parking Business Improvement Area (PBIA- Fund 210) - This fund accounts for revenues received from an additional levy on the general business license tax imposed on businesses located in the downtown area and is to be used for the acquisition, construction, and maintenance of parking facilities for the benefit of the area.

Air Quality Management District (Fund 211) - This fund was established to account for the receipt and disbursement of funds generated by Assembly Bill 2766 which sets forth requirements for reduction of air pollution from mobile sources as promulgated by the South Coast Air Quality Management District (SCAQMD).

Proposition 30 (Fund 215) - This fund accounts for the financial activity related to the City’s share of Proposition 30 (SB109) monies restricted for local law enforcement with a portion of a State income tax increase to be utilized for costs associated with parolees and probationers.

Citizen’s Option for Public Safety (COPS- Fund 216) - This fund is used to account for the receipt of funds generated by AB3299 and the use of which is restricted for front-line police activity.

Other Grants (Fund 217) - This fund accounts for receipts and expenditures of money for various grants.

Office of Traffic Safety (Fund 218)/ Other Public Safety Grants (Fund 219)/ BSCC Budget Act (Fund 225)/ Office of Justice Programs (Fund 227) - These funds account for receipts and expenditures of money for various public safety grants from Local, State, and Federal agencies. 020 Page 386 of 624

Asset Forfeiture (Fund 220)/ Asset Forfeiture Federal Treasury (Fund 223)/ Asset Forfeiture State (Fund 224) - These funds account for receipts and expenditures of money to police activities.

ARPA (Fund 229) - This fund accounts for receipt and disbursement of the American Rescue Plan Act of 2021 in response to the economic fallout of the COVID-19 pandemic.

Debt Service Funds

Upland Public Financing Authority/City of Upland Public Financing Authority (Fund 301) - The Upland Public Financing Authority is a joint exercise of powers under the laws of the State of California, authorized to issue bonds under the Mello-Roos Local Bond Pooling Act of 1985 (Article 1 through 4, Section 6500, Chapter 5, Division 7, Title 1 of the State of California Government Code). The City of Upland and the Successor Agency (formerly known as Upland Community Redevelopment Agency) formed the Financing Authority by execution of a joint exercise of powers agreement to provide financing by agreements and loans to the Agency for various project purposes. In January 2021, City Council authorized the creation of the City of Upland Public Financing Authority. The City of Upland and the Upland Parking Authority formed the Financing Authority by execution of a joint exercise of powers agreement to provide financing by agreements and loans to the City for various project purposes.

Capital Projects Funds

Capital projects funds are established to account for acquisition and construction of capital facilities other than those financed by proprietary funds.

Police DIF (Fund 419) - This fund was established under the provision of Section 53731 of the Government Code and Section 3.44.050 of the Upland Municipal Code to account for public safety related capital improvement and is supported by Development Impact Fees for police from new development.

General DIF (Fund 420) - This fund was established under the provision of Section 53731 of the Government Code and Section 3.44.050 of the Upland Municipal Code to account for projects for the general government and is supported by Development Impact Fees from new development.

Quimby Fees (Fund 421) - This fund accounts for all revenue collected under the Quimby Act of 1975 (California Government Code Section 66477-66477.5), and in accordance with Section

3.44.020 of the Upland Municipal Code. Accumulated funds must be used for improvement or expansion of existing parks or to create new ones to serve the growing population within the City.

Storm Drain DIF (Fund 422) - This fund, established by Section 3.44.040 of the Upland Municipal Code, is used to account for development impact fees which are set aside to fund storm drain facilities that serve new development.

Street and Traffic Facility DIF (Fund 423) - This fund is supplementary to the Gas Tax and Public Transportation Funds. This fund was established under Upland Municipal Code Section 3.44.030 to pay for the city of Upland’s fair share of regional transportation costs in the San Bernardino County Transportation Authority (SBCTA) congestion management program. The revenue source 021 Page 387 of 624

of this fund is development impact fees.

Park DIF (Fund 424) - This fund accounts for all revenue from the Dwelling Unit Construction Tax, in accordance with Section 3.44.020 of the Upland Municipal Code, which must be used for the acquisition and development of park facilities within the City of Upland.

General Fund Capital Projects (Fund 425) - This fund was established to account for projects of a general nature which are funded by the General Fund.

Street and Alley Repairs (Fund 426) - This fund was established to account for projects for street and alley repairs funded by waste management agreement.

Proprietary Funds and Fiduciary Funds

Proprietary fund revenues and expenses are budgeted and recognized on the accrual basis of accounting. Revenues are recognized in the accounting period in which they are earned and measurable. Expenses are recognized in the period incurred, if measurable.

Fiduciary or private-purpose trust funds are reported using the economic resources measurement focus and the accrual basis of accounting.

Successor Agency (Fund 805) - This fund accounts for the activities of the Successor Agency to the Upland Community Redevelopment Agency, including but not limited to the accumulation and disbursement of monies to meet debt service requirements.

Enterprise Funds

Water DIF (Fund 638) – This fund accounts for all revenue from fees collected in accordance with Section 3.44.010 of the Upland Municipal Code, funds must be used for the expansion or upgrade of water infrastructure to accommodate increased demand caused by the development.

Water Utility (Fund 639/640) - These funds account for the sale of water to Upland’s citizens and businesses and also records expenditures for water capital improvement projects.

Solid Waste Utility (Fund 641) - This fund accounts for the refuse pick-up services provided by private contract including billing and collection for commercial customers. Residential billing and collection are accomplished by City staff. Activities include recycling and green waste programs.

Sewer Utility (Fund 645) - This fund records all City sewer service transactions and includes the additional services of street cleaning, tree trimming, storm drain maintenance and NPDES programs.

Sewer DIF (Fund 646) – This fund accounts for all revenue from fees collected in accordance with Section 3.44.010 of the Upland Municipal Code, funds must be used for the expansion or upgrade of sewer infrastructure to accommodate increased demand caused by the development. 022 Page 388 of 624

Internal Service Funds

Self-funded Insurance (Fund 751) - This fund accounts for self-funded insurance for general and worker’s compensation claims. City Departments are charged for the services provided or benefits received from this fund.

Fleet Maintenance and Replacement (Fund 752) - This fund provides for the operation of the City’s Fleet Management Division, which accounts for repairs, routine maintenance, and eventual replacement of City vehicles.

Information Systems (Fund 753) - This fund provides for the operation of the City’s Information Systems Division, including maintenance of the City’s information technology network and hardware.

Building Maintenance & Operations (Fund 754) - This fund provides for the operation of the City’s Building Maintenance & Operations Division which is responsible for the maintenance of all the City’s facilities.

UAL and Employee Benefits (Fund 755) - This fund provides for PERS unfunded liability, retiree health benefits, and other costs that benefit all employees of the City.

Budgetary Control and Policies

Budgetary control is exercised by (1) the annual budget adoption by the City Council (2) formal budgetary integration within the accounting system (3) the mid-year review presented to the City Council in February (4) the encumbrance of estimated purchase/contract amounts prior to the release of purchase orders to vendors (5) properly and adequately documented City Council approved budget adjustments to appropriation and revenue estimates (6) monthly review of departmental expenditure reports comparing budget to actual amounts and (7) the established review process of carry-overs in which departments are requested to submit justification and funding sources for unencumbered, budgeted amounts requested for carryover. The final list of continued operations becomes part of the City’s annual budget.

The City Council approves each year’s budget submitted by the City Manager prior to the beginning of the fiscal year. Public meetings are conducted prior to the adoption by City Council.

It is the City Council’s goal to adopt a balanced annual budget, a budget in which current revenues equal recurring expenditures. The City Manager has authority to adjust the amounts appropriated between the funds and activities of a fund, provided, however, that the total appropriations for each fund may not exceed the amounts provided in the budget resolution. The City Manager is also authorized to approve continuing appropriations at year-end for capital improvement projects and other expenditures previously approved by the City Council.

Cash and Investment Policies

The City’s cash and investments are reported at fair value. Changes in fair value that occur during a fiscal year are recognized as interest revenue reported for that fiscal year. Interest revenue 023 Page 389 of 624

includes interest earnings, changes in fair value, and any gains or losses realized upon maturity, liquidation, or sale of investments.

Cash accounts of all funds are pooled for investment purposes to enhance safety and liquidity while maximizing interest earnings. The City Council annually adopts an Investment Policy, which along with the California Government Code, provides a framework for authorized investments of the City’s pooled investments. Interest revenue earned by the pooled investments is allocated to the various funds based on each fund’s average monthly cash balances.

Reserve Policy

In order to prudently protect the fiscal solvency of the City, it is important to maintain some minimum level of reserves. Reserves are important to mitigate the negative impact to revenues from economic fluctuations, fund unforeseen expenditure requirements, provide a minimum level of cash investment interest revenue, and avoid the need to borrow for cash flow purposes. Under the City’s Reserve Policy adopted in June 2021, and revised annually, the City has established an Economic Uncertainty Reserve at 25.0% of General Fund operating expenditures. The Economic Uncertainty Reserve can be used if an economic impact resulting in a decrease of 5% or more in property or sales taxes occurs. The City also established an Emergency Disaster Contingency Reserve at $1,000,000 that can be used in the instance where a declaration of emergency as defined by the Upland Municipal Code is made. The Economic Uncertainty Reserve and Emergency Disaster Contingency Reserve are intended to provide liquidity to the City in the event of economic uncertainties, local disasters and other hardships or downturns in the local economy. Once the

25.0% Economic Uncertainty Reserve is met, any year-end operating surplus will be distributed to other reserves established by the Policy in the percentages as follows: Pension Stabilization Reserve (45%), Infrastructure Improvement Reserve (30%), Building Replacement and Maintenance Reserve (15%), General Plan Update Reserve (5%) and Unallocated Fund Balance (5%).

Pension Funding Policy

The City adopted a Pension Funding Policy in June 2021, and subsequently revised it in December 2021. The policy outlines the City’s approach toward addressing its long-term employee pension unfunded accrued liability. It provides narrative background on the California Public Employees Retirement System (CalPERS) and explains key terms and features, including amortization bases, discount rates, additional discretionary payments, normal costs, and unfunded accrued liability.

The Pension Funding Policy also outlines financial objectives and establishes a target funding level of 100%, with a minimum funding level of 80%. Specific funding strategies include the use of Internal Revenue Code Section 115 Trust funds. The Pension Funding Policy provides that 50% of any budgetary cash savings realized from any pension funding strategy must be placed into Internal Revenue Code Section 115 Trust for use to accelerate the payoff or funding of new amortization bases (liabilities).

Capital Assets

Capital assets (including infrastructure) greater than $5,000 are capitalized and recorded at cost or at the estimated fair value of the asset at the time of acquisition where complete historical records 024 Page 390 of 624

have not been maintained. The costs of normal maintenance and repairs that do not add to the value of the asset, increase size or efficiency of the asset, or materially extend asset lives are not capitalized.

Capital assets include public domain (infrastructure) general fixed assets consisting of certain improvements including roads, curbs and gutters, streets, sidewalks, medians, sewer & water lines, and storm drains.

Debt Management
The California Constitution requires that long-term debt pledged by the full faith and credit of the City can only be approved by voter referendum. Currently, the City does not have any general obligation debt. However, per the State of California statute, the City’s debt limit is set at 15% of total assessed valuation for purposes of City taxation for all the real and personal property within the city.

Legal Debt Margin Calculation for Fiscal Year 2024-25
*Assessed Valuation $12,290,386,077
Debit Limit (15% of assessed value) 1,843,557,912
Debt applicable to limit:

General obligation bonds -
Total net debt applicable to limit $ - Legal debt margin $1,843,557,912
Legal Debt Margin Calculation for Fiscal Year 2025-26
*Assessed Valuation $12,732,205,619
Debit Limit (15% of assessed value) 1,909,830,843
Debt applicable to limit:

General obligation bonds -
Total net debt applicable to limit $ - Legal debt margin $1,909,830,843
*Source: HDL Coren & Cone
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City of Upland
Debt Obligations
FY 2024-26
Bond Rating Amount Issued
Outstanding
June 30, 2024
Outstanding
June 30, 2025
Outstanding
June 30, 2026
Governemntal Activities
Energy Efficiency Lease Not Rated 2,797,090$ 1,801,520$ 1,624,660$ 1,441,500$ CREBS Lease Agreement Not Rated 4,548,390$ 4,204,020$ 4,090,000$ 3,959,270$ 2017 Multifamily Housing Revenue Notes Not Rated 14,865,000$ - - - 2021 Multifamily Housing Revenue Notes Not Rated 12,900,000$ 11,127,510$ 10,430,010$ 9,710,650$ Business Activities
2011 Revenue Refunding Bonds AA-/A 12,140,000$ -$ -$ -$ 2021 Water Refunding Bonds Not Rated 6,553,000$ 6,503,000$ 5,943,000$ 5,321,000$ 2022 Water Revenue Bonds Not Rated 15,750,000$ 14,040,000$ 13,160,000$ 12,260,000$ Successor Agency Activities
2013 Tax Allocation Bonds AA-/A 22,090,000$ -$ -$ -$ 2016 Tax Allocation Bonds AA/A+12,275,000$ 11,005,000$ 8,610,000$ 6,080,000$ Finance capital improvements to the City's Water System Refund the outstanding aggregate principal amount of the 1998 and 2003 Tax Allocation Bonds for capital improvement projects in CRA areas.

Refund the outstanding aggregate principal amount of the 2006 Tax Allocation Bonds for capital improvement projects in CRA areas.

Lease-purchase agreement for the acquisition, construction and installation of energy conservation equipment and improvements.

Lease-purchase agreement for the acquisition, construction and installation of Solar energy conservation equipment and improvements.

Provide low-income housing.

Defease 2017 Bond and continue to provide low-income housing.

Advance refunding of the remaining portion of the City's 2003 Lease Revenue Refunding Bonds for Water capital improvement projects
Refund remaining portion of the City's 2011 Revenue Refunding Bonds for Water capital improvement 026 Page 392 of 624

City of Upland
Debt Service Obligations
FY 2024-26
FY 2021-22
ACTUAL
FY 2022-23
ACTUAL
FY 2023-24

ADOPTED
FY 2024-25

PROPOSED
FY 2025-26

PROPOSED

GENERAL FUND
Energy Efficiency Lease
Principal 170,250$ 171,140$ 172,740$ 176,860$ 183,160$ Interest 92,070 120,270 83,290 75,820 68,160 Subtotal 262,320$ 291,410$ 256,030$ 252,680$ 251,320$ CREBS Lease Agreement
Principal 55,600$ 83,660$ 98,350$ 114,020$ 130,730$ Interest 153,380 151,090 148,070 144,530 140,450 Subtotal 208,980$ 234,750$ 246,420$ 258,550$ 271,180$ 471,300$ 526,160$ 502,450$ 511,230$ 522,500$

HOUSING FUND
2017 Multifamily Housing Revenue Note (1)
Principal 580,250$ -$ -$ -$ -$ Interest 363,690 - - - - 2021 Multifamily Housing Revenue Note
Principal -$ 655,750$ 674,560$ 697,500$ 719,360$ Interest - 374,000 355,180 332,250 310,390 943,940$ 1,029,750$ 1,029,740$ 1,029,750$ 1,029,750$

WATER UTILITY FUND
2011 Revenue Refunding Bonds (2)
Principal 395,000$ -$ -$ -$ -$ Interest 190,400 - - - - Subtotal 585,400$ -$ -$ -$ -$ 2021 Water Refunding Bonds
Principal -$ 25,000$ 25,000$ 560,000$ 622,000$ Interest 45,600 98,110 97,730 93,350 84,480 Subtotal 45,600$ 123,110$ 122,730$ 653,350$ 706,480$ 2022 Water Revenue Bonds
Principal -$ 845,000$ 865,000$ 880,000$ 900,000$ Interest - 296,810 277,870 261,120 244,030 Subtotal -$ 1,141,810$ 1,142,870$ 1,141,120$ 1,144,030$ 631,000$ 1,264,920$ 1,265,600$ 1,794,470$ 1,850,510$

SUCCESSOR AGENCY FUND
2013 Tax Allocation Bonds
Principal 2,200,000$ 2,290,000$ 2,400,000$ -$ -$ Interest 278,500 177,250 60,000 - - Subtotal 2,478,500$ 2,467,250$ 2,460,000$ -$ -$ 2016 Tax Allocation Bonds
Principal 185,000$ 190,000$ 205,000$ 2,395,000$ 2,530,000$ Interest 466,190 458,690 450,790 386,810 263,690 Subtotal 651,190$ 648,690$ 655,790$ 2,781,810$ 2,793,690$ 3,129,690$ 3,115,940$ 3,115,790$ 2,781,810$ 2,793,690$ (1) Refinance with 2021 Multifamily Housing Revenue Note (2) Refinance with 2021 Revenue Refunding Bonds
027 Page 393 of 624

Water           Self‐Funded Insurance          OPEB
Solid Waste           Vehicle Replacement          Successor Agency Sewer           Information Systems          CFDs
Building Maintenance
UAL and Employee Benefits
Public Safety
Housing and Urban Development
Community Development
Housing Fund
Police DIF
General DIF
Quimby Fees
Storm Drain DIF
Street & Traffic Facility DIF
General Fund Capital Projects
Street & Alley Repairs

DESCRIPTIONS
General Fund is the most versatile fund and is used to account for any legal budgetary purpose not accounted for elsewhere in the budget.

Housing Fund is used to account for the income activities of the City that were previously accounted for in the low and moderate income housing redevelopment agency fund.

Special Revenue Funds are used to account for certain funds, which are legally restricted to certain purposes.

Debt Service Funds are used to account for debt payments owed by the City.

Capital Improvement Project Funds are used to account for the purchase or construction of major capital projects, which are not financed by Proprietary Funds or Trust Funds.

Internal Service Funds account for a department of a governmental agency, which provides services to other departments of the agency.

The costs of all or a part of the operations and the provision of services are recovered through fees charged to the user departments.

Fiduciary (Trust and Agency) Funds account for assets held by the City in a trustee capacity or as agency for individuals, private organizations, other governments, and/or other funds Transportation Improvements and Traffic Management
Grants
FUND STRUCTURE
Governmental Funds Enterprise Funds Internal Service Funds Trust & Agency Fund General Fund
Debt Service Fund
Special Revenue Funds
Capital Projects Funds
028 Page 394 of 624

Schedule A
Part I - Calculation of Appropriations Limit
FY 2023-24 Appropriations Limit Adopted by the City Council 136,639,132$ Change in City Population (0.56%):1.0056 (a) Change in Per Capita Personal Income (3.62%)1.0362 (a) Total Annual Adjustment Factor (1.0056 x 1.0362)1.0420
Annual Adjustment (93,741,307 X 1.0420)5,738,844
Appropriations Limit - Fiscal Year 2024-25:142,377,976$ Part II - Appropriations Subject to the Limit
Proceeds from Taxes from Schedule B:49,925,498$
Less: Debt Service Payments (855,330)
Total Appropriations Subject to the Limit 49,070,168$
Part III - Calculation of Appropriations Over/Under the Limit Appropriations Limit - Fiscal Year 2024-25 142,377,976$ Less: FY2024-25 Appropriations Subject to Limitation (49,070,168) Total Appropriations Under the Limit 93,307,808$
(a)Source: State of California, Department of Finance, Price and Population Information, May 2024 City of Upland
Appropriations Limit Calculation
Fiscal Year 2024-25
029 Page 395 of 624

Part I - Calculation of Appropriations Limit
FY 2023-24 Appropriations Limit Adopted by the City Council 136,639,132$ Change in City Population (0.56%):1.0056 (a)
Change in Per Capita Personal Income (3.62%)1.0362 (b)
Total Annual Adjustment Factor (1.0056 x 1.0362)1.0420
Annual Adjustment (93,741,307 X 1.0420)5,738,844
Appropriations Limit - Fiscal Year 2024-25 142,377,976$ Part II - Appropriations Subject to the Limit
Proceeds from Taxes 49,925,498$
Less: Debt Service Payments (855,330)
Total Appropriations Subject to the Limit 49,070,168$
Part III - Calculation of Appropriations Over/Under the Limit Appropriations Limit - Fiscal Year 2024-25 142,377,976$ Less: FY2024-25 Appropriations Subject to Limitation (49,070,168) Total Appropriations Under the Limit 93,307,808$
(a)Source: State of California, Department of Finance, Price and Population Information (b)Source: State of California, Department of Finance, Price and Population Information

APPROPRIATIONS LIMIT CALCULATION
APPROPRIATIONS LIMIT CALCULATION - FISCAL YEAR 2018-19
Article XIII B of the State Constitution, commonly referred to as the "Gann Limit", was adopted when California's voters approved Proposition 4 in November 1979.The limit has been modified by two subsequent initiatives-- Proposition 98 in 1998 and Proposition 11 in 1990--but its basic framework remains in place today.

Article XIII B places an annual limit on the appropriation of tax proceeds that can be made by the state, school districts and local governments in California. These limits are based on the amount of appropriations in the 1978-79 "base" year,as adjusted each year for population growth and cost-of-living factors. State and local governments are precluded from retaining any "excess revenues" above the limit. Article XIII B also requires the state to reimburse local governments for the cost of certain state mandates. The limit is different for every agency and changes each year.

For fiscal year 2024-25, the estimated tax proceeds appropriated by the Upland City Council are under the limit. The Appropriations Limit for fiscal year 2024-25 is $142,377,976. This amount is the maximum amount of tax proceeds the City is able to appropriate and spend in fiscal year 2024-25. The appropriations subject to the limit are $49,070,168 leaving the City with a remaining appropriations capacity of 93,307,808. 030 Page 396 of 624

Department / Fund Matrix
General
Government
Administrative
Services
Development
Services Police Public
Works
General Fund P P P P P
Housing Fund P
Public Safety Augmentation Fund P
Gas Tax Fund P
Measure I Fund P
Road Maintenance Rehabilitation Account P
HOME Investment Partnership Fund P
Community Development Block Grant Fund P
Parking Business Improvement Area Fund P
Air Quality Management District Fund P P
Homeland Security Grants Fund - PD P
Prop 30 Fund P
COPS Fund P
Other Grants Fund P P
Office of Traffic Safety Fund P
Other Public Safety Grants Fund P
Asset Forfeiture - Federal DOJ P
CalHOME Fund P
Asset Forfeiture - Federal/Treasury P
Asset Forfeiture - State P
Federal Grant-CARES Act P P P P P
Office Of Justice Programs P

ARPA P P P P P
Public Financing Authority Fund P
Police DIF P
General DIF P
Quimby Fees P
Storm Drain DIF P
Street & Traffic Facility DIF P
Park DIF P
General Fund Capital Projects P
Street & Alley Repairs P
Energy Efficiency Capital Improvements P
Water DIF P
Water Bond Capital Projects P
Water Utility Fund P
Solid Waste Utility Fund P
Sewer Utility Fund P
Sewer DIF P
Self-Funded Liability Insurance Fund P
Fleet Maintenance and Replacement Fund P
Information Systems Fund P
Building Maintenance & Ops Fund P
UAL and Employee Benefits P
Successor Agency Fund P
031 Page 397 of 624

City of Upland
Strategic Goals

The following goals have been established to meet the needs of the community:

 Responsive Leadership
To enhance the public’s confidence in the City’s current leadership, both elected and staff, by fostering public and private partnerships.

 Community Oriented Public Safety
To assure residents and their families will be safe in their homes and in their neighborhoods, as well as provide basic instructions on disaster preparation and protection of their family and property.

 Improvement of City Infrastructure
To maintain and manage streets, sidewalks, sewers, parks, and public facilities with emphasis on the revitalization of the Foothill Corridor and Historic Downtown Upland.

 Economic and Workforce Development
To be an even more economically vibrant and diverse City that is a vital commercial and cultural crossroad between the greater Los Angeles Area and the Inland Empire, while attracting creative professionals and the cutting-edge organizations wishing to employ them.

 Sense of Community
To ensure an excellent quality of life by facilitating continuous, open dialogue with the City’s civic, non-profit, and faith-based organizations, the business community, residents, and local government.

 Historic Preservation and Enhancement
To enhance Historic Downtown Upland as the heart of the community where pedestrians enjoy charming shops, restaurants, and cultural art attractions.

Departmental goals and objectives are updated annually and are included in the Operating Budget, listed by division within each department. The following is a listing of Fiscal Years 2024-25 and 2025-26 goals and objectives, as they relate to the City’s long-term strategic goals.

Responsive Leadership

 Continue managing the City’s resources in a conservative, fiscally responsible manner while maintaining a General Fund reserve of 25% of the current operating budget, for economic uncertainty and unforeseen expenditure requirements. 032 Page 398 of 624

 Continue to build relationships with regional, state, and federal agencies and officials to secure additional resources for our community.

Community Oriented Public Safety

 To have well-trained disaster response employees by providing training on the Incident Command System and Emergency Operations Center functions. This will result in a higher and more successful course of action when responding to, containing, controlling, and recovering from an emergency.

 Promote the safe movement of vehicles and pedestrians throughout the City by educating the motoring public and by enforcing traffic laws to reduce motor vehicle collisions.

 To protect the community from gang activity and graffiti by participating in regional enforcement of gang and graffiti violations, the Graffiti Reward Program, a graffiti/tagger database, proactive gang enforcement, and by participating in countywide San Bernardino Movement Against Street Hoodlums (SMASH) operations.

 To keep pace, through ongoing training, with the technological advances in computers, servers, and telecommunication devices.
 To operate the Animal Services Shelter such that public safety and welfare are upheld and animal adoptions are increased, as well as enhancing animal services provided to the residents of Upland.

Improvement of City Infrastructure

 Ensure an attractive and well-maintained City by providing parks and recreational facilities that are kept in good condition and are fully functional, and ADA compliant.

 Continue to seek opportunities to develop all or a portion of the city owned open space located at Baseline and the 210 Freeway.

 To establish an asset protection and management plan that ensures infrastructure is effectively renewed, replaced, and maintained.

 To ensure City compliance with federal and state regulations pertaining to storm water and the area-wide National Pollutant Discharge Elimination System (NPDES).

 To complete the following major Capital Improvement Projects:

1. Citywide Street Overlays and ADA Improvements

2. 18th Street Rehabilitation (Mountain to Euclid)
033 Page 399 of 624

3. Campus Ave. Rehabilitation (9th Street to Foothill Boulevard)

4. 19th Street Reconstruction (Mountain Avenue to Euclid Avenue)

5. Grove Avenue Rehabilitation (Foothill Boulevard to 15th Street Street)

6. Mountain Avenue Rehabilitation (20th Street to 23rd Street)

7. Foothill Boulevard Rehabilitation (Benson Avenue to Mountain Avenue)

8. Dog Park Improvements

9. Park Parking Lot Improvements

10. Campus Avenue Storm Drain (Arrow Highway to Foothill Boulevard)

11. Foothill Blvd. Water Main Replacement (Benson to Mountain)

12. San Antonio Canyon Water Treatment Plant

13. 18th Street Water Improvements (Mountain Avenue to Euclid Avenue)

14. Foothill Boulevard Water Main Replacement (Benson Avenue to Mountain Avenue)

15. Citywide Sewer Rehabilitation

16. Sewer Manhole Improvements
Economic and Workforce Development

 Market the following programs designed to retain and attract retail businesses within Upland: Commercial Rehabilitation Program and Sales tax producing business Attraction/Incentive Program.
 Acquire property in the downtown area for the purpose of assembling land for development.

 Strengthen relationships with the County of San Bernardino Economic Development Agency and other regional agencies. Encourage economic growth by raising public awareness of existing business and employment resources promoting job creation and retention.
 Explore and assist in the facilitation of building and site reuse opportunities to accommodate evolving retail trends and the reuse and/or expansion of existing retail spaces.
 Implement the City’s 5-Year Economic Strategic Plan
034 Page 400 of 624

 Explore and assist in the facilitation of attracting new, exciting, and contemporary business ventures that enhance the City as a destination point for visitors.

Sense of Community

 Improve City communication by producing the Upland Today newsletter, City website upgrades, and social media messages and interactions such that communication is found to be core in our service to Upland residents and business owners.

 Continue to nurture and promote public communications, transparency, and engagement by maintaining open government ideals and developing programs/projects that support the constant pursuit of excellence in municipal services, as well as model public sector status.

Historic Preservation and Enhancement

 Continue to market the Downtown Façade Program in order to preserve historical structures.

 Continue to promote key commercial properties in Downtown and facilitate mixed-use developments and public parking.

 Continue implementation of the Downtown Specific Plan by facilitating development opportunities within the plan area.

035 Page 401 of 624

Projected Projected Projected Projected Projected
2024-25 2025-26 2026-27 2027-28 2028-29
Beginning Spendable Fund Balance 23,505,879$ 23,718,749$ 23,916,279$ 24,074,279$ 24,191,579$ Revenues 61,671,040 63,331,790 65,186,310 67,096,440 69,063,900 Fund Balance Reservation (153,260) (157,440) (162,170) (167,030) (172,040) Expenditures (61,304,910)$ (62,976,820)$ (64,866,140)$ (66,812,111)$ (68,816,463)$ FY Surplus / (Deficit)212,870$ 197,530$ 158,000$ 117,300$ 75,397$ FY Ending Spendable† Fund Balance 23,718,749$ 23,916,279$ 24,074,279$ 24,191,579$ 24,266,976$ Fund Balance as a % of Operating Expense 38.7%38.0%37.1%36.2%35.3%

CITY OF UPLAND

FIVE-YEAR FINANCIAL PROJECTION

GENERAL FUND
The financial projection on this page is designed to provide a general understanding of how revenues and expenditures are expected to influence the City over the next five years without additional funding. Revenue and expenditue projections are reviewed in relation to their effect on Fund Balances. The City will update its projections during the annual budget process in order to plan for the future. The projection factors used in projecting revenue and cost increases are detailed below:
* Assumed growth of 3% for most property taxes
* Assumed growth of 0-3% for most other taxes
* Assumed growth of 3% for all other revenues after fiscal year 2026 * Assumed no expenditure reductions to balance the budget * Projections from consultant for the next two fiscal years and then 3% growth for sales taxes * Salary and benefit growth per existing MOU's
* Pension expense estimates per 15-year Fresh Start restructured PERS UAL payment plan * Expenditure growth of 3% for most maintenance and operations expenditure line items * A $175,000 increase in costs every two years in City Clerk for election expenses $0.2 $0.2 $0.2 $0.1 $0.1
$23.7 $23.9 $24.1 $24.2 $24.3
$0.0
$5.0
$10.0
$15.0
$20.0
$25.0
$30.0
2024-25 2025-26 2026-27 2027-28 2028-29
Mi
l
l
i
o
n
s

(
$
)
General Fund Spendable†Fund Balance Projections
FY2025-2029
Expenditures
FY Ending
Unrestricted
Fund Balance
036 Page 402 of 624

Object 2024-25 2025-26 2026-27 2027-28 2028-29Object
Code Adopted Adopted Projected Projected Projected
Taxes
400X Property Tax 22,371,510$ 23,065,040$ 23,756,980$ 24,469,670$ 25,203,780$ 4101 Sales and Use Tax 24,591,400 25,346,900 26,107,310 26,890,530 27,697,250 4102 Business License Tax 1,166,080 1,189,410 1,225,090 1,261,840 1,299,700 4104 Transient Occupancy Tax 428,000 436,570 449,670 463,160 477,050 4121 Franchise Tax 1,464,980 1,464,980 1,464,980 1,464,980 1,464,980 41XX Other Taxes 650,360 655,370 675,030 695,280 716,140 Total Taxes 50,672,330$ 52,158,270$ 53,679,060$ 55,245,460$ 56,858,900$ Intergovernmental
4103 Intergovernmental 49,000$ 49,900$ 49,900$ 49,900$ 49,900$ Total Intergovernmental 49,000$ 49,900$ 49,900$ 49,900$ 49,900$ Charges for Services
46XX Development Services Fees 1,147,270$ 1,163,230$ 1,198,130$ 1,234,080$ 1,271,100$ 46XX Police Department Fees 655,900 680,720 701,140 722,170 743,840 46XX Public Works Fees 525,000 545,000 561,350 578,190 595,540 46XX Community Service Fees 492,310 501,450 516,490 531,990 547,950 46XX Other Fees 140,700 147,220 151,640 156,190 160,870 Total Charges for Services 2,961,180$ 3,037,620$ 3,128,750$ 3,222,620$ 3,319,300$ Licenses & Permits
42XX Development Services Permits 1,851,060$ 1,885,110$ 1,941,670$ 1,999,930$ 2,059,920$ 42XX Public Works Permits 21,100 21,530 22,180 22,850 23,540 42XX Police Department Permits 102,870 105,030 108,180 111,420 114,760 4218 Other Fees 6,000 6,120 6,300 6,490 6,680 Total Licenses & Permits 1,981,030$ 2,017,790$ 2,078,330$ 2,140,690$ 2,204,900$ Fines & Forfeitures
47XX Fines & Forfeitures 526,910$ 537,260$ 553,380$ 569,980$ 587,080$ Total Fines & Forfeitures 526,910$ 537,260$ 553,380$ 569,980$ 587,080$ Use of Money & Property
48XX Investment Earnings 931,570$ 950,200$ 978,710$ 1,008,070$ 1,038,310$ 48XX Rental Income 1,292,070 1,315,870 1,355,350 1,396,010 1,437,880 48XX Other - - - - - Total Use of Money & Property 2,223,640$ 2,266,070$ 2,334,060$ 2,404,080$ 2,476,190$ Miscellaneous Revenues
49XX Miscellaneous Revenues 3,256,950$ 3,264,880$ 3,362,830$ 3,463,710$ 3,567,630$ Total Miscellaneous Revenue 3,256,950$ 3,264,880$ 3,362,830$ 3,463,710$ 3,567,630$ Total Revenues 61,671,040$ 63,331,790$ 65,186,310$ 67,096,440$ 69,063,900$

CITY OF UPLAND

FIVE-YEAR FINANCIAL PROJECTION

GENERAL FUND REVENUES BY TYPE
$0
$20
$40
$60
$80
$100
$120
$140
$160
2024-25 2025-26 2026-27 2027-28 2028-29
Mi
l
l
i
o
n
s
Total General Fund Revenues
Taxes Intergovernmental Charges for Services Licenses & Permits Fines & Forfeitures Use of Money & Property Miscellaneous Revenues Total Revenues 037 Page 403 of 624

2024-25 2025-26 2026-27 2027-28 2028-29
Adopted Adopted Projected Projected Projected
General Government
City Council 289,340$ 311,770$ 321,130$ 330,760$ 340,690$ City Treasurer 18,030 20,170 20,770 21,390 22,030 Administration 1,004,290 1,057,550 1,089,280 1,121,960 1,155,620 City Attorney 550,000 561,000 577,830 595,160 613,010 City Clerk 714,380 594,310 612,140 630,500 649,420 Total General Government 2,576,040$ 2,544,800$ 2,621,150$ 2,699,770$ 2,780,770$ Administrative Services
Finance 1,979,100$ 2,041,360$ 2,102,600$ 2,165,690$ 2,230,660$ Non-Departmental 2,216,730 1,392,410 1,434,180 1,477,210 1,521,530 Library 2,070,350 2,121,000 2,184,630 2,250,170 2,317,680 Human Resources 797,780 838,660 863,820 889,730 916,420 Recreation Administration 1,370,010 1,397,470 1,439,390 1,482,570 1,527,050 Recreation Classes 322,830 336,340 346,430 356,820 367,520 Recreation Facilities 615,160 583,690 601,210 619,250 637,820 Recreation Parks 146,720 150,740 155,270 159,930 164,730 Senior Center 437,670 432,350 445,320 458,680 472,440 Special Events 687,560 718,820 740,390 762,600 785,470 Total Administrative Services 10,643,910$ 10,012,840$ 10,313,240$ 10,622,650$ 10,941,320$ Development Services
Building & Safety 2,043,660$ 2,100,240$ 2,163,240$ 2,228,130$ 2,294,980$ Weed Abatement 70,090 70,550 72,670 74,850 77,100 Economic Development 403,390 436,600 449,700 463,190 477,080 Planning Commission 16,650 17,000 17,510 18,040 18,580 Planning 843,740 837,470 862,600 888,480 915,140 Santa Fe Depot 10,000 10,000 10,300 10,610 10,930 Total Development Services 3,387,530$ 3,471,860$ 3,576,020$ 3,683,300$ 3,793,810$ Police
Police Administration 12,731,610$ 13,111,750$ 13,505,100$ 13,910,250$ 14,327,560$ Investigations 3,682,850 3,982,200 4,101,670 4,224,720 4,351,460 Animal Services 860,570 855,790 881,460 907,910 935,140 Metrolink Station - - - - - Patrol 15,379,010 16,248,190 16,735,630 17,237,690 17,754,820 Police Special Events & Community Outreach 51,750 53,010 54,600 56,240 57,930 Police Reserves 7,060 7,230 7,450 7,670 7,900 Code Enforcement 861,500 894,390 921,220 948,860 977,330 Total Police 33,574,350$ 35,152,560$ 36,207,130$ 37,293,340$ 38,412,140$ Public Works
Public Works Administration 1,701,180$ 1,780,010$ 1,833,410$ 1,888,410$ 1,945,060$ Engineering Administration 262,410 272,400 280,570 288,990 297,660 Development/Traffic Engineering 925,150 1,056,800 1,088,510 1,121,170 1,154,810 Street Maintenance 1,609,330 1,948,000 2,006,440 2,066,630 2,128,630 Street Sweeping 17,560 18,210 18,760 19,320 19,900 Sidewalk Maintenance 113,130 118,600 122,160 125,820 129,590 Street Lighting 947,140 973,810 1,003,030 1,033,120 1,064,110 Traffic Control 132,850 140,160 144,360 148,690 153,150 Traffic Facility Maintenance 380,000 391,000 402,730 414,810 427,250 Weed Abatement - - - - - Street Tree Maintenance 1,064,890 970,180 999,280 1,029,260 1,060,130 Public ROW Maintenance 1,207,540 1,257,950 1,295,690 1,334,560 1,374,600 Maintenance - Main Street 53,640 56,690 58,390 60,140 61,940

CITY OF UPLAND

FIVE-YEAR FINANCIAL PROJECTION

GENERAL FUND EXPENDITURES BY DEPARTMENT PROGRAM
038 Page 404 of 624

2024-25 2025-26 2026-27 2027-28 2028-29
Adopted Adopted Projected Projected Projected

CITY OF UPLAND

FIVE-YEAR FINANCIAL PROJECTION

GENERAL FUND EXPENDITURES BY DEPARTMENT PROGRAM
(Public Works continued)
Maintenance - Metrolink 202,970 211,210 217,540 224,070 230,790 Graffiti Abatement 90,000 95,000 97,850 100,790 103,810 Damage to City Property 130,000 145,000 149,350 153,831 158,443 Park Maintenance 1,439,470 1,497,340 1,542,260 1,588,520 1,636,180 Sports Field Maintenance 470,360 491,340 506,080 521,260 536,900 Civic Center 375,460 371,060 382,190 393,660 405,470 Total Public Works 11,123,080$ 11,794,760$ 12,148,600$ 12,513,051$ 12,888,423$ Grand Total 61,304,910$ 62,976,820$ 64,866,140$ 66,812,111$ 68,816,463$ 039 Page 405 of 624

Where does it come from and how is it used?
Uses of the General Fund by Function
$61,304,910
33,574,350 Police54.8%
10,643,910Administrative Services17.4%
11,123,080 Engineering and Public Works18.1%
3,387,530 Development Services5.5%
2,576,040 General Government4.2%
Sources of General Fund Revenue
$ 61,671,040
22,371,510 Property Taxes36.3%
24,591,400 Sales Tax39.9%
3,709,420 Other Taxes6.0%
2,961,180Charges for Service4.8%
1,981,030 Licenses & Permits3.2%
49,000 Intergovernmental Revenue0.1%
526,910Fines & Forfeitures0.9%
2,223,640Use of Money and Property3.6%
3,256,950Other Revenue5.2%
Fiscal Year  2024‐25 General Fund Budget Snapshot
• Mayor Bill Velto • Mayor Pro Tem James Breitling
• Council Member Carlos A. Garcia • Council Member Shannan Maust • Council Member Rudy Zuniga • Greg Bradley, City Treasurer
040 Page 406 of 624

Where does it come from and how is it used?
Uses of the General Fund by Function
$62,976,820
35,152,560 Police55.8%
10,012,840Administrative Services15.9%
11,794,760 Engineering and Public Works18.7%
3,471,860 Development Services5.6%
2,544,800 General Government4.0%
Sources of General Fund Revenue
$ 63,331,790
23,065,040 Property Taxes36.4%
25,346,900 Sales Tax40.0%
3,746,330 Other Taxes5.9%
3,037,620Charges for Service4.8%
2,017,790 Licenses & Permits3.2%
49,900 Intergovernmental Revenue0.1%
537,260Fines & Forfeitures0.8%
2,266,070Use of Money and Property3.6%
3,264,880Other Revenue5.2%
Fiscal Year  2025‐26 General Fund Budget Snapshot
041 Page 407 of 624

Officials of the City of Upland

Elected Officials

Bill Velto, Mayor

Shannan Maust Councilmember District 1
James Breitling Councilmember District 2
Carlos A. Garcia Councilmember District 3
Rudy Zuniga Councilmember District 4

Greg Bradley City Treasurer

Executive Staff

Michael Blay, City Manager

Stephen Parker, CPA Assistant City Manager
Stephen Deitsch City Attorney
Robert D. Dalquest Development Services Director
Marcelo Blanco Chief of Police
Chris Alanis Interim Public Works Director

042 Page 408 of 624

City of Upland
Organizational Chart
Fiscal Year 2024‐26
Citizens of Upland
City Treasurer City Council
City Manager
Assistant City Manager City Attorney
Administrative Services Development Services Police Public Works Finance
Human Resources
Risk Management
Information Technology
Recreation
Library Contract
Animal Services Contract
Planning
Building
Economic Development
Housing
Successor Agency
Engineering
Street Maintenance
Storm Drain Maintenance
Facility Maintenance
Park Maintenance
Solid Waste Mangement
Fleet Management
Water Utility Services
Sewer Maintenance
Investigations
Patrol
School Resource Officer
Traffic Safety
Cadet Program
Code Enforcement
Animal Control
Asset Forfeiture
City Clerk
043 Page 409 of 624

044 Page 410 of 624

045 Page 411 of 624

History of Upland

In 1882, George Chaffey arrived in Upland, and shortly after engineered the historic Euclid Avenue. Euclid Avenue was designed to be 200 feet wide, with a spacious median, and various tree species lining the thoroughfare. Chaffey also developed a water system for the area that depended on gravity flow from the canyons of the San Gabriel Mountains to the valley below.

With access to a reliable source of water, lemon grower associations were started. According to sources of the day, oranges and lemons from the Upland groves were always met with a great amount of satisfaction with buyers in the East.

In 1897, citrus grower Charles D. Adams suggested the name “Upland” for a new citrus association proposed in the rich farm area. Adams offered the name of Upland – indicating its location uphill from its more established neighbor, Ontario. It was at that time that 1,000 or so residents persuaded the San Bernardino County Board of Supervisors to rename the community.

Incorporation had not yet come for Upland by the time she received her new name and in the next few years Ontario made moves to push its boundaries northward. Upland residents could not bear to think of their railroad station and post office being within Ontario’s boundaries. In early 1906, a committee was named to appear before the Board of Supervisors and request an incorporation election. At the conclusion of that session, the Board declared the election for incorporation should take place. On May 5, 1906, Upland voters approved cityhood.

The City of Upland is situated on the western border of San Bernardino County, bordered by the cities of Claremont, Montclair, Ontario and Rancho Cucamonga. Upland, known as the "City of Gracious Living", is nestled at the base of the San Gabriel Mountains and encompasses 15.3 square miles. It has an estimated population of 78,699 as of July 1, 2023.

Upland is a general law city with a Council-Manager form of government. The City provides a wide range of traditional municipal and public enterprise services.

Services Provided by the City of Upland

Municipal Services

General Administrative Support
Highways and Streets
Planning and Zoning
Police Public Safety
Library Services
Animal Services
Recreation and Parks
Housing and Community Development
Public Improvements

Public Enterprise Services

Water Utility
Solid Waste Utility
Sewer Utility

046 Page 412 of 624

Date of Incorporation Fire Protection
Stations 1
Form of Government General Law
Police Protection
Population Patrol Units 25
Motorcycles 4
Number of City Employees Sworn Officers 78
Total Police Department Employees 122
Employees per capita 1 per 287 residents
Library
Area in Square Miles 15.6 Facilities 1
Volumes 124,225
Average Elevation 1,237 feet Current Periodical &
Serial Subscriptions 7,501
Average Temperature 65.5 F Audio-visual items 4,925
Registered patrons 29,470
Average Rainfall Per Year 34 inches
Recreation
Number of Public Schools 14 Buildings 4
Parks 13
Miles of City Streets Soccer fields (lighted)6
Baseball fields (lighted)8
Miles of State Highways 6.2 Softball fields (lighted) 3 Miles of Sewer Lines
Miles of Water Mains
274.0
210.01
224.06
247.09
City of Upland
City Demographics
Community Profile City Services
May 15, 1906
78,699
047 Page 413 of 624

Calendar
Year Population
Growth
Per Year
Cumulative
Growth
2014 75,074 ‐73 1,926
2015 75,774 700 2,626
2016 76,790 1,016 3,642
2017 77,017 227 3,869
2018 78,481 1,464 5,333
2019 78,814 333 5,666
2020 78,513 ‐301 5,365
2021 79,139 626 5,991
2022 78,771 ‐368 5,623
2023 78,699 ‐72 5,551
Source: July 1, 2023 Census
Population Growth
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Population 75,074 75,774 76,790 77,017 78,481 78,814 78,513 79,139 78,771 78,699 73,000
74,000
75,000
76,000
77,000
78,000
79,000
80,000

POPULATION
Population
048 Page 414 of 624

Business Name Business Category
Caliber Collision Centers Auto Repair Shops
Chevron Service Stations
Circle K Service Stations
Crossroads Travel Center Service Stations
CVS Pharmacy Drug Stores
Dick's Sporting Goods Sporting Goods/Bike Stores
Euclid Arco Service Stations
Ford of Upland New Motor Vehicle Dealers
Holliday Rock Contractors
Home Depot Building Materials
In N Out Burger Quick-Service Restaurants
Kohls Department Stores
Lowes Building Materials
Marshalls Family Apparel
Mountain View Chevrolet New Motor Vehicle Dealers
Nordstrom Rack Department Stores
Ross Family Apparel
Shell Service Stations
Stater Bros Grocery Stores
Target Discount Dept Stores
Tesla Motors New Motor Vehicle Dealers
Thrifty Service Station
TJ Maxx Family Apparel
Vons Fuel Service Stations
Walmart Discount Dept Stores
City of Upland
Top 25 Sales Tax Producers
049 Page 415 of 624

Percentage of
Taxable Total Taxable
Assessed Assessed
Taxpayer Value Rank Value
Colonies-Pacific LLC 175,236,100$ 1 1.52%
College Park Apartment Homes LP 55,502,558 2 0.48% Benson Owner LLC 51,402,631 3 0.45%
Lucas Upland LLC 50,719,365 4 0.44%
Upland Evergreen Spe LLC 50,140,169 5 0.43%
MG Stoneridge Village Grove LLC 48,516,668 6 0.42% Rancho Monte Vista Apartment Homes 47,032,696 7 0.41% CT Retail Properties Finance II LLC 45,225,867 8 0.39% WNG Mountain Springs GP 41,373,942 9 0.36%
College Business Park LLC 38,708,103 10 0.34% Totals 603,858,099$ 5.23%
Source: HdL Coren & Cone
City of Upland
Principal Property Taxpayers
For the Fiscal Year Ending June 30, 2023
050 Page 416 of 624

FY 2024-25 SUMMARY OF CHANGES IN FUND BALANCE
Fund
No.

Estimated Fund
Balance 7/1/24 2024-2025
Estimated Revenue Transfers In Available Sources
2024-2025
Operating
Expenditures
Capital
Improvement
Projects Transfers Out Total Uses
Change in Fund
Balance
Fund Balance
6/30/25
101 General Fund 9,585,260$ 61,671,040$ -$ 61,671,040$ 61,304,910$ -$ -$ 61,304,910$ 366,130$ 9,951,390$ Building Replacement and Maintenance
Reserve (.25%) - - - - 153,260 - - 153,260 (153,260) (153,260) Total General Fund 9,585,260$ 61,671,040$ -$ 61,671,040$ 61,458,170$ -$ -$ 61,458,170$ 212,870 9,798,130 201 Housing 4,047,080$ 5,287,880$ -$ 5,287,880$ 4,984,570$ -$ -$ 4,984,570$ 303,310$ 4,350,390$ 203 Public Safety Augmentation - 1,432,850 - 1,432,850 1,432,850 - - 1,432,850 - - 204 Gas Tax 6,261,980 4,220,230 - 4,220,230 942,060 8,316,430 - 9,258,490 (5,038,260)1,223,720 205 Measure I 9,280,830 2,172,990 - 2,172,990 261,090 5,543,140 - 5,804,230 (3,631,240)5,649,590 206 RMRA 6,208,570 2,039,900 - 2,039,900 79,420 6,560,950 - 6,640,370 (4,600,470)1,608,100 208 HOME Investment Partnership Program 4,629,710 38,000 - 38,000 1,010,000 - - 1,010,000 (972,000)3,657,710 209 Community Development Block Grant 54,090 783,140 - 783,140 246,320 536,770 - 783,090 50 54,140 210 Parking Business Improvement Area 133,260 59,500 - 59,500 43,420 94,260 - 137,680 (78,180)55,080 211 Air Quality Management District 156,020 100,000 - 100,000 73,830 - - 73,830 26,170 182,190 214 Homeland Security Grants - Police 12,300 - - - - - - - - 12,300 215 Prop 30 36,480 - - - - - - - - 36,480 216 COPS 1,207,200 150,000 - 150,000 1,357,200 - - 1,357,200 (1,207,200)- 217 Other Grants - 75,000 - 75,000 75,000 - - 75,000 - - 220 Asset Forfeiture 1,234,840 - - - 648,380 - - 648,380 (648,380)586,460 222 CalHOME 2,251,860 483,500 - 483,500 860,000 - - 860,000 (376,500)1,875,360 223 Asset Forfeiture-Federal Treasury 130 - - - - - - - - 130 224 Asset Forfeiture State 2,270 - - - - - - - - 2,270 225 BSCC Budget Act 84,820 - - - - - - - - 84,820 229 ARPA 3,527,330 - - - 108,000 1,662,350 - 1,770,350 (1,770,350)1,756,980 Total Special Revenue Funds 39,128,770$ 16,842,990$ -$ 16,842,990$ 12,122,140$ 22,713,900$ -$ 34,836,040$ (17,993,050)21,135,720 419 Police DIF 934,300$ 120,000$ -$ 120,000$ -$ 550,200$ -$ 550,200$ (430,200)$ 504,100$ 420 General DIF 546,030 130,000 - 130,000 - 332,000 - 332,000 (202,000)344,030 421 Quimby Fees 9,637,760 1,020,000 - 1,020,000 - 1,897,980 - 1,897,980 (877,980)8,759,780 422 Storm Drain DIF 2,046,280 475,250 - 475,250 - 954,270 - 954,270 (479,020)1,567,260 423 Street & Traffic Facility DIF 610,720 290,000 - 290,000 - 325,370 - 325,370 (35,370)575,350 424 Park DIF 672,450 180,000 - 180,000 - - - - 180,000 852,450 425 General Fund Capital Projects 11,095,620 1,861,560 - 1,861,560 - 5,536,960 - 5,536,960 (3,675,400)7,420,220 426 Street & Alley Repairs 984,940 374,900 - 374,900 73,920 1,028,170 - 1,102,090 (727,190)257,750 Total Capital Project Funds 26,528,100$ 4,451,710$ -$ 4,451,710$ 73,920$ 10,624,950$ -$ 10,698,870$ (6,247,160)$ 20,280,940$ 638 Water DIF 190,830$ 290,000$ -$ 290,000$ -$ -$ -$ -$ 290,000$ 480,830$ 639 Water Bond Capital Projects 13,887,890 - - - - 13,842,090 - 13,842,090 (13,842,090)45,800 640 Water Utility 28,405,920 26,690,130 - 26,690,130 33,938,490 9,588,340 - 43,526,830 (16,836,700)11,569,220 641 Solid Waste Utility (110,160) 18,412,270 - 18,412,270 18,295,080 105,380 265,000 18,665,460 (253,190) (363,350) 645 Environmental Enterprise 6,837,030 11,974,250 265,000 12,239,250 13,347,960 3,279,030 - 16,626,990 (4,387,740)2,449,290 646 Sewer DIF 517,080 112,200 - 112,200 - - - - 112,200 629,280 Total Enterprise Funds 49,728,590$ 57,478,850$ 265,000$ 57,743,850$ 65,581,530$ 26,814,840$ 265,000$ 92,661,370$ (34,917,520)$ 14,811,070$ 751 Self-Funded Liability Insurance (4,642,790)$ 4,939,210$ -$ 4,939,210$ 4,939,210$ -$ -$ 4,939,210$ -$ (4,642,790)$ 752 Vehicle Replacement Fund 1,156,610 856,980 - 856,980 1,258,980 - - 1,258,980 (402,000)754,610 753 Information Systems 3,482,950 3,452,750 - 3,452,750 3,452,750 - - 3,452,750 - 3,482,950 754 Building Maintenance & Operations 1,499,970 1,457,060 - 1,457,060 1,837,060 - - 1,837,060 (380,000)1,119,970 755 UAL and Employee Benefits 1,264,800 10,159,350 - 10,159,350 10,624,350 - - 10,624,350 (465,000)799,800 Total Internal Service Fund 2,761,540 20,865,350$ -$ 20,865,350$ 22,112,350$ -$ -$ 22,112,350$ (1,247,000)1,514,540 805 Successor Agency Housing (8,480,890)$ 2,800,520$ -$ 2,800,520$ 2,798,430$ -$ -$ 2,798,430$ 2,090$ (8,478,800)$ Total Private Purpose Trust Fund (8,480,890)2,800,520$ -$ 2,800,520$ 2,798,430$ -$ -$ 2,798,430$ 2,090 (8,478,800) 119,251,370$ 164,110,460$ 265,000$ 164,375,460$ 164,146,540$ 60,153,690$ 265,000$ 224,565,230$ (60,189,770)59,061,600FY 2024-25 Grand Total 051 Page 417 of 624

Fund
No. City of Upland
Estimated Fund
Balance
July 1, 2024
Estimated Fund
Balance
June 30, 2025
$
Change
%
Change Reason for Changes (greater than 10%)
General Fund
101 General Fund 9,585,260 9,798,130 212,870 2.22% Total General Fund 9,585,260 9,798,130 212,870 2.22% Special Revenue Funds
201 Housing 4,047,080 4,350,390 303,310 7.49% 204 Gas Tax 6,261,980 1,223,720 (5,038,260) -80.46%Use of funds accumulated over a period of time for street improvement projects 205 Measure I 9,280,830 5,649,590 (3,631,240) -39.13%Use of funds accumulated over a period of time for street improvement projects 206 RMRA 6,208,570 1,608,100 (4,600,470) -74.10%Use of funds accumulated over a period of time for street improvement projects 208 HOME Investment Partnership Program 4,629,710 3,657,710 (972,000) -20.99%Use of grant funds to issue housing loans 209 Community Development Block Grant 54,090 54,140 50 0.09% 210 Parking Business Improvement Area 133,260 55,080 (78,180) -58.67%Use of accumulated funds for community development projects 211 Air Quality Management District 156,020 182,190 26,170 16.77%Accumulating funds for clean air projects and equipment 214 Homeland Security Grants - Police 12,300 12,300 - 0.00% 215 Prop 30 36,480 36,480 - 0.00% 216 COPS 1,207,200 - (1,207,200) -100.00%Use of funds accumulated over a period of time for public safety expenses 217 Other Grants - - - - 218 Office of Traffic Safety - - - - 219 Other Public Safety Grants - - - - 220 Asset Forfeiture 1,234,840 586,460 (648,380) -52.51%Use of funds accumulated over a period of time for public safety expenses 222 CalHOME 2,251,860 1,875,360 (376,500) -16.72%Use of grant funds to issue housing loans 223 Asset Forfeiture-Federal Treasury 130 130 - 0.00% 224 Asset Forfeiture State 2,270 2,270 - 0.00% 225 BSCC Budget Act 84,820 84,820 - 0.00% 229 ARPA 3,527,330 1,756,980 (1,770,350) -50.19%Use of funds received from American Rescue Plan Act Total Special Revenue Funds 39,128,770 21,135,720 (17,993,050) -45.98% 419 Police DIF 934,300 504,100 (430,200) -46.05%Use of funds accumulated over a period of time for capital improvement projects 420 General DIF 546,030 344,030 (202,000) -36.99%Use of funds accumulated over a period of time for capital improvement projects 421 Quimby Fees 9,637,760 8,759,780 (877,980) -9.11% 422 Storm Drain DIF 2,046,280 1,567,260 (479,020) -23.41%Use of funds accumulated over a period of time for capital improvement projects 423 Street & Traffic Facility DIF 610,720 575,350 (35,370) -5.79% 424 Park DIF 672,450 852,450 180,000 26.77%Accumulated over a period of time for capital improvement projects 425 General Fund Capital Projects 11,095,620 7,420,220 (3,675,400) -33.12%Use of funds accumulated over a period of time for capital improvement projects 426 Street & Alley Repairs 984,940 257,750 (727,190) -73.83%Use of funds accumulated over a period of time for capital improvement projects Total Capital Project Funds 26,528,100 20,280,940 (6,247,160) -23.55% Enterprise Funds
638 Water DIF 190,830 480,830 290,000 151.97%Accumulated over a period of time for capital improvement projects City of Upland
Summary of Changes in Fund Balances
Fiscal Year 2024-2025 Adopted Budget
052 Page 418 of 624

Fund
No. City of Upland
Estimated Fund
Balance
July 1, 2024
Estimated Fund
Balance
June 30, 2025
$
Change
%
Change Reason for Changes (greater than 10%)
City of Upland
Summary of Changes in Fund Balances
Fiscal Year 2024-2025 Adopted Budget
639 Water Bond Capital Projects 13,887,890 45,800 (13,842,090) -99.67%Use of bond proceeds for capital improvement projects 640 Water Utility 28,405,920 11,569,220 (16,836,700) -59.27%Use of funds accumulated over a period of time 641 Solid Waste Utility (110,160) (363,350) (253,190) 229.84%City working with the waste management agency to address the increasing deficit 645 Environmental Enterprise 6,837,030 2,449,290 (4,387,740) -64.18%Use of funds accumulated over a period of time 646 Sewer DIF 517,080 629,280 112,200 21.70%Accumulated over a period of time for capital improvement projects Total Enterprise Funds 49,728,590 14,811,070 (34,917,520) -70.22% Total Internal Service Fund
751 Self-Funded Liability Insurance (4,642,790) (4,642,790) - 0.00% 752 Vehicle Replacement Fund 1,156,610 754,610 (402,000) -34.76%Use of funds accumulated over a period of time for vehicle acquisitions 753 Information Systems 3,482,950 3,482,950 - 0.00% 754 Building Maintenance & Operations 1,499,970 1,119,970 (380,000) -25.33%Use of funds accumulated over a period of time for City facilities maintenance 755 UAL and Employee Benefits 1,264,800 799,800 (465,000) -36.76%Use of funds accumulated (transfers in) during FY 2023-24 Total Internal Service Fund 2,761,540 1,514,540 (1,247,000) -45.16% Private Purpose Trust Fund
805 Successor Agency Housing (8,480,890) (8,478,800) 2,090 -0.02% Total Private Purpose Trust Fund (8,480,890) (8,478,800) 2,090 -0.02% Total All Funds 119,251,370 59,061,600 (60,189,770) -50.47% 053 Page 419 of 624

FY 2025-26 SUMMARY OF CHANGES IN FUND BALANCE
Fund
No.
*Estimated
Fund Balance
7/1/25
2025-2026
Estimated Revenue Transfers In
Available
Sources
2025-2026
Operating
Expenditures
Capital
Improvement
Projects
Transfers
Out Total Uses
Change in Fund
Balance
Fund Balance
6/30/26
101 General Fund 9,798,130$ 63,331,790$ -$ 63,331,790$ 62,976,820$ -$ -$ 62,976,820$ 354,970$ 10,153,100$ Building Replacement and Maintenance
Reserve (.25%) - - - - 157,440 - - 157,440 (157,440)(157,440) Total General Fund 9,798,130$ 63,331,790$ -$ 63,331,790$ 63,134,260$ -$ -$ 63,134,260$ 197,530$ 9,995,660$ 201 Housing 4,350,390$ 5,287,270$ -$ 5,287,270$ 4,929,930$ -$ -$ 4,929,930$ 357,340$ 4,707,730$ 203 Public Safety Augmentation - 1,432,850 - 1,432,850 1,432,850 - - 1,432,850 - - 204 Gas Tax 1,223,720 4,304,720 - 4,304,720 870,100 4,020,000 - 4,890,100 (585,380)638,340 205 Measure I 5,649,590 2,236,100 - 2,236,100 268,710 7,000,000 - 7,268,710 (5,032,610)616,980 206 RMRA 1,608,100 2,081,570 - 2,081,570 81,670 2,671,670 - 2,753,340 (671,770)936,330 208 HOME Investment Partnership Program 3,657,710 38,000 - 38,000 730,000 - - 730,000 (692,000)2,965,710 209 Community Development Block Grant 54,140 623,250 - 623,250 80,130 - - 80,130 543,120 597,260 210 Parking Business Improvement Area 55,080 59,500 - 59,500 72,980 - - 72,980 (13,480)41,600 211 Air Quality Management District 182,190 100,000 - 100,000 154,880 - - 154,880 (54,880)127,310 214 Homeland Security Grants - Police 12,300 - - - - - - - - 12,300 215 Prop 30 36,480 - - - - - - - - 36,480 216 COPS 1,000,000 153,000 - 153,000 1,153,000 - - 1,153,000 (1,000,000)- 217 Other Grants - 76,500 - 76,500 76,500 - - 76,500 - - 220 Asset Forfeiture 1,086,460 - - - 654,680 - - 654,680 (654,680)431,780 222 CalHOME 1,875,360 21,750 - 21,750 - - - - 21,750 1,897,110 223 Asset Forfeiture-Federal Treasury 130 - - - - - - - - 130 224 Asset Forfeiture State 2,270 - - - - - - - - 2,270 225 BSCC Budget Act 84,820 - - - - - - - - 84,820 229 ARPA 1,756,980 - - - 98,080 - - 98,080 (98,080)1,658,900 Total Special Revenue Funds 22,635,720$ 16,414,510$ -$ 16,414,510$ 10,603,510$ 13,691,670$ -$ 24,295,180$ (7,880,670)$ 14,755,050$ 419 Police DIF 504,100$ 122,400$ -$ 122,400$ -$ -$ -$ -$ 122,400$ 626,500$ 420 General DIF 344,030 132,600 - 132,600 - - - - 132,600 476,630 421 Quimby Fees 8,759,780 1,190,000 - 1,190,000 - 635,000 - 635,000 555,000 9,314,780 422 Storm Drain DIF 1,567,260 487,150 - 487,150 - 938,580 - 938,580 (451,430)1,115,830 423 Street & Traffic Facility DIF 575,350 295,000 - 295,000 - - - - 295,000 870,350 424 Park DIF 852,450 210,000 - 210,000 - - - - 210,000 1,062,450 425 General Fund Capital Projects 7,420,220 - 200,000 200,000 - 625,000 - 625,000 (425,000)6,995,220 426 Street & Alley Repairs 257,750 382,400 - 382,400 76,470 350,000 - 426,470 (44,070)213,680 Total Capital Project Funds 20,280,940$ 2,819,550$ 200,000$ 3,019,550$ 76,470$ 2,548,580$ -$ 2,625,050$ 394,500$ 20,675,440$ 638 Water DIF 480,830$ 295,800$ -$ 295,800$ -$ -$ -$ -$ 295,800$ 776,630$ 639 Water Bond Capital Projects 45,800 - - - - - - - - 45,800 640 Water Utility 21,569,220 29,234,940 - 29,234,940 34,290,160 5,950,000 - 40,240,160 (11,005,220)10,564,000 641 Solid Waste Utility (363,350) 19,325,470 - 19,325,470 19,139,560 - 265,000 19,404,560 (79,090)(442,440) 645 Environmental Enterprise 4,449,290 12,555,880 265,000 12,820,880 13,795,060 600,000 - 14,395,060 (1,574,180)2,875,110 646 Sewer DIF 629,280 114,400 - 114,400 - - - - 114,400 743,680 Total Enterprise Funds 26,811,070$ 61,526,490$ 265,000$ 61,791,490$ 67,224,780$ 6,550,000$ 265,000$ 74,039,780$ (12,248,290)$ 14,562,780$ 751 Self-Funded Liability Insurance (4,642,790)$ 5,186,040$ -$ 5,186,040$ 5,186,040$ -$ -$ 5,186,040$ -$ (4,642,790)$ 752 Vehicle Replacement Fund 754,610 1,293,110 - 1,293,110 1,485,110 - - 1,485,110 (192,000)562,610 753 Information Systems 3,482,950 3,599,830 - 3,599,830 3,599,830 - - 3,599,830 - 3,482,950 754 Building Maintenance & Operations 1,119,970 1,444,370 - 1,444,370 1,834,370 - 200,000 2,034,370 (590,000)529,970 755 UAL and Employee Benefits 799,800 9,278,250 - 9,278,250 10,638,250 - - 10,638,250 (1,360,000)(560,200) Total Internal Service Fund 1,514,540 20,801,600$ -$ 20,801,600$ 22,743,600$ -$ 200,000$ 22,943,600$ (2,142,000)$ (627,460)$ 805 Successor Agency Housing (8,478,800)$ 2,812,390$ -$ 2,812,390$ 2,810,870$ -$ -$ 2,810,870$ 1,520$ (8,477,280)$ Total Private Purpose Trust Fund (8,478,800)2,812,390$ -$ 2,812,390$ 2,810,870$ -$ -$ 2,810,870$ 1,520 (8,477,280) 72,561,600$ 167,706,330$ 465,000$ 168,171,330$ 166,593,490$ 22,790,250$ 465,000$ 189,848,740$ (21,677,410)50,884,190 *Variance in estimated 7/1/25 balance from 6/30/25 estimated ending balance due to projections and estimates.

FY 2025-26 GRAND TOTAL
054 Page 420 of 624

Fund
No. City of Upland
Estimated Fund
Balance
July 1, 2025
Estimated Fund
Balance
June 30, 2026
$
Change
%
Change Reason for Changes (greater than 10%)
General Fund
101 General Fund 9,798,130 9,995,660 197,530 2.02% Total General Fund 9,798,130 9,995,660 197,530 2.02% Special Revenue Funds
201 Housing 4,350,390 4,707,730 357,340 8.21% 204 Gas Tax 1,223,720 638,340 (585,380) -47.84%Use of funds accumulated over a period of time for street improvement projects 205 Measure I 5,649,590 616,980 (5,032,610) -89.08%Use of funds accumulated over a period of time for street improvement projects 206 RMRA 1,608,100 936,330 (671,770) -41.77%Use of funds accumulated over a period of time for street improvement projects 208 HOME Investment Partnership Program 3,657,710 2,965,710 (692,000) -18.92%Use of grant funds to issue housing loans 209 Community Development Block Grant 54,140 597,260 543,120 1003.17%CDBG allocation will be avialble in May2025, City to budget expenses accordingly 210 Parking Business Improvement Area 55,080 41,600 (13,480) -24.47%Use of accumulated funds for community development projects 211 Air Quality Management District 182,190 127,310 (54,880) -30.12%Use of accumulated funds for clean air projects and equipment 214 Homeland Security Grants - Police 12,300 12,300 - 0.00% 215 Prop 30 36,480 36,480 - 0.00% 216 COPS 1,000,000 - (1,000,000) -100.00%Use of funds accumulated over a period of time for public safety expenses 220 Asset Forfeiture 1,086,460 431,780 (654,680) -60.26%Use of funds accumulated over a period of time for public safety expenses 222 CalHOME 1,875,360 1,897,110 21,750 1.16% 223 Asset Forfeiture-Federal Treasury 130 130 - 0.00% 224 Asset Forfeiture State 2,270 2,270 - 0.00% 225 BSCC Budget Act 84,820 84,820 - 0.00% 229 ARPA 1,756,980 1,658,900 (98,080) -5.58% Total Special Revenue Funds 22,635,720 14,755,050 (7,880,670) -34.82% Total Capital Project Funds
419 Police DIF 504,100 626,500 122,400 24.28%Accumulated over a period of time for capital improvement projects 420 General DIF 344,030 476,630 132,600 38.54%Accumulated over a period of time for capital improvement projects 421 Quimby Fees 8,759,780 9,314,780 555,000 6.34% 422 Storm Drain DIF 1,567,260 1,115,830 (451,430) -28.80%Use of funds accumulated over a period of time for capital improvement projects 423 Street & Traffic Facility DIF 575,350 870,350 295,000 51.27%Accumulated over a period of time for capital improvement projects 424 Park DIF 852,450 1,062,450 210,000 24.63%Accumulated over a period of time for capital improvement projects 425 General Fund Capital Projects 7,420,220 6,995,220 (425,000) -5.73% 426 Street & Alley Repairs 257,750 213,680 (44,070) -17.10%Use of funds accumulated over a period of time for capital improvement projects Total Capital Project Funds 20,280,940 20,675,440 394,500 1.95% Enterprise Funds
638 Water DIF 480,830 776,630 295,800 61.52%Accumulated over a period of time for capital improvement projects 639 Water Bond Capital Projects 45,800 45,800 - 0.00%Use of bond proceeds for capital improvement projects 640 Water Utility 21,569,220 10,564,000 (11,005,220) -51.02%Use of funds accumulated over a period of time City of Upland
Summary of Changes in Fund Balances
Fiscal Year 2025-2026 Adopted Budget
055 Page 421 of 624

Fund
No. City of Upland
Estimated Fund
Balance
July 1, 2025
Estimated Fund
Balance
June 30, 2026
$
Change
%
Change Reason for Changes (greater than 10%)
City of Upland
Summary of Changes in Fund Balances
Fiscal Year 2025-2026 Adopted Budget
641 Solid Waste Utility (363,350) (442,440) (79,090) 21.77%City working with the waste management agency to address the increasing deficit 645 Environmental Enterprise 4,449,290 2,875,110 (1,574,180) -35.38%Use of funds accumulated over a period of time 646 Sewer DIF 629,280 743,680 114,400 18.18%Accumulated over a period of time for capital improvement projects Total Enterprise Funds 26,811,070 14,562,780 (12,248,290) -45.68% Total Internal Service Fund
751 Self-Funded Liability Insurance (4,642,790) (4,642,790) - 0.00% 752 Vehicle Replacement Fund 754,610 562,610 (192,000) -25.44%Use of funds accumulated over a period of time for vehicle acquisitions 753 Information Systems 3,482,950 3,482,950 - 0.00% 754 Building Maintenance & Operations 1,119,970 529,970 (590,000) -52.68%Use of funds accumulated over a period of time for City facilities maintenance 755 UAL and Employee Benefits 799,800 (560,200) (1,360,000) -170.04%Use of funds accumulated (transfers in) during FY 2023-24 Total Internal Service Fund 1,514,540 (627,460) (2,142,000) -141.43% Private Purpose Trust Fund
805 Successor Agency Housing (8,478,800) (8,477,280) 1,520 -0.02% Total Private Purpose Trust Fund (8,478,800) (8,477,280) 1,520 -0.02% Total All Funds 72,561,600 50,884,190 (21,677,410) -29.87% 056 Page 422 of 624

2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Fund No.Actual Actual Adopted Amended Proposed Proposed 101 General Fund 50,637,800$ 56,619,910$ 55,807,750$ 61,112,270$ 61,671,040$ 63,331,790$ Total General Fund 50,637,800$ 56,619,910$ 55,807,750$ 61,112,270$ 61,671,040$ 63,331,790$ 201 Housing 4,558,460$ 4,940,280$ 4,880,500$ 4,880,500$ 5,287,880$ 5,287,270$ 203 Public Safety Augmentation Fund 1,375,320 1,479,920 1,500,070 1,500,070 1,432,850 1,432,850 204 Gas Tax 1,572,380 2,043,710 2,280,750 2,280,750 4,220,230 4,304,720 205 Measure I 1,792,730 2,060,110 2,057,290 2,057,290 2,172,990 2,236,100 206 Road Maint Rehabilitation Acct 1,505,900 1,705,550 1,969,840 1,969,840 2,039,900 2,081,570 208 HOME Investment Partnership Program 413,870 102,960 36,500 36,500 38,000 38,000 209 CDBG 1,463,110 1,062,530 623,650 1,199,220 783,140 623,250 210 PBIA 68,010 94,850 59,300 59,300 59,500 59,500 211 Air Quality Management District 76,490 134,260 100,000 100,000 100,000 100,000 214 Homeland Security Grants-PD - 32,400 106,310 112,250 - - 215 Prop 30 890 2,430 910 910 - - 216 COPS 200,460 218,250 150,000 150,000 150,000 153,000 217 Other Grants 256,250 1,142,300 165,030 3,261,950 75,000 76,500 218 Office Of Traffic Safety 134,540 103,480 160,930 384,930 - - 219 Other Public Safety Grants 80,020 13,720 94,010 94,360 - - 220 Asset Forfeiture 3,300 692,640 - - - - 222 CalHOME 175,460 (640) 28,500 508,500 483,500 21,750 223 Asset Forfeiture - Federal Treasury 60 160 - - - - 224 Asset Forfeiture - State 1,100 4,640 - - - - 225 BSCC Budget Act 480 1,320 - - - - 227 Office Of Justice Programs - 7,060 - - - - 229 American Rescue Plan Act 1,558,450 3,001,280 - - - - Total Special Revenue Funds 15,237,280$ 18,843,210$ 14,213,590$ 18,596,370$ 16,842,990$ 16,414,510$ 419 Police DIF -$ -$ -$ -$ 120,000$ 122,400$ 420 General DIF 23,140 45,060 160,000 160,000 130,000 132,600 421 Quimby Fees 106,440 62,160 950,000 950,000 1,020,000 1,190,000 422 Storm Drain DIF 78,420 361,680 315,480 315,480 475,250 487,150 423 Street & Traffic Facility DIF 105,310 174,990 201,000 201,000 290,000 295,000 424 Park DIF - - - - 180,000 210,000 425 General Fund Capital Projects 22,000 215,890 - 300,000 1,861,560 - 426 Street & Alley Repairs 188,620 347,920 367,500 367,500 374,900 382,400 Total Capital Project Funds 523,930$ 1,207,700$ 1,993,980$ 2,293,980$ 4,451,710$ 2,819,550$ 638 Water DIF -$ -$ -$ -$ 290,000$ 295,800$ 639 Water Bond Capital Project 140 780 - - - - 640 Water Utility 36,819,560 35,304,060 34,110,390 34,110,390 26,690,130 29,234,940 641 Solid Waste Utility 16,781,880 17,451,610 16,856,630 16,856,630 18,412,270 19,325,470 645 Sewer Utility 11,190,920 12,000,030 11,985,750 11,985,750 11,974,250 12,555,880 646 Sewer DIF - - - - 112,200 114,400 Total Enterprise Funds 64,792,500$ 64,756,480$ 62,952,770$ 62,952,770$ 57,478,850$ 61,526,490$ 750 Fire Annexation Worker's Comp 2,730$ -$ -$ -$ -$ -$ 751 Self-Funded Insurance 5,083,130 5,530,980 5,274,230 5,274,230 4,939,210 5,186,040 752 Fleet Maintenance & Replacement 1,387,310 810,750 1,677,830 1,677,830 856,980 1,293,110 753 Information Systems 2,536,010 2,889,180 3,296,560 3,296,560 3,452,750 3,599,830 754 Building Maintenance & Operations 1,134,980 1,017,140 1,026,760 1,026,760 1,457,060 1,444,370 755 UAL and Employee Benefits 10,226,640 7,583,560 6,960,010 6,960,010 10,159,350 9,278,250 Total Internal Service Funds 20,370,800$ 17,831,610$ 18,235,390$ 18,235,390$ 20,865,350$ 20,801,600$ 805 Successor Agency 3,131,790$ 1,141,650$ 3,318,090$ 3,318,090$ 2,800,520$ 2,812,390$ Total Private Purpose Trust Fund 3,131,790$ 1,141,650$ 3,318,090$ 3,318,090$ 2,800,520$ 2,812,390$ Grand Total 154,694,100$ 160,400,560$ 156,521,570$ 166,508,870$ 164,110,460$ 167,706,330$ Transfers not included in the Schedule of Revenues by Fund & Category 2024-2025 & 2025-26 SCHEDULE OF REVENUES BY FUND & CATEGORY 057 Page 423 of 624

2024-25 & 2025-26 SCHEDULE OF REVENUE DETAIL BY FUND
Object 2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Code Actual Actual Adopted Amended Proposed Proposed
4001 Current Secured Tax 7,787,390$ 8,325,990$ 8,616,750$ 8,987,010$ 8,821,090$ 9,113,410$ 4001 Property Tax (In-Lieu) 8,944,980 9,550,400 10,053,710 10,164,300 10,530,240 10,923,000 4002 Current Unsecured Tax 269,980 284,550 278,900 368,600 300,000 300,000 4003 Aircraft Taxes 35,160 51,610 49,930 53,400 55,780 55,780 4004 Prior Year Collections 246,960 (20,250) 230,000 270,000 275,400 275,400 4005 Current Supplemental 233,980 280,200 120,000 230,000 234,600 234,600 4006 Homeowner Property Tax Relief 61,630 57,450 57,300 57,300 58,450 58,450 4009 Weed Abatement Assessment 560 57,850 37,500 15,000 15,000 15,000 4011 RPTTF-Residual 1,425,440 1,724,270 1,450,000 1,666,390 1,905,300 1,913,750 4012 Trailer Coach in Lieu Tax 83,620 88,470 75,000 85,000 85,850 85,850 4403 Motor Vehicle in Lieu Tax 90,700 81,120 80,000 97,530 89,800 89,800 19,180,400$ 20,481,660$ 21,049,090$ 21,994,530$ 22,371,510$ 23,065,040$ 4101 Sales and Use Tax 18,469,790$ 21,274,690$ 20,451,030$ 24,188,600$ 24,591,400$ 25,346,900$ 4102 Business License Tax 1,158,800 1,220,000 1,100,000 1,200,000 1,166,080 1,189,410 4103 Rock Extraction Tax 260,760 252,790 300,000 229,360 229,360 233,950 4104 Transient Occupancy Tax 171,240 314,440 319,460 428,000 428,000 436,570 4105 Real Property Transfer Tax 646,120 370,380 400,000 400,000 400,000 400,000 4110 Disability Access Fee 22,870 22,720 21,000 21,000 21,000 21,420 4121 Franchise Tax 1,377,350 1,489,330 1,301,920 1,301,920 1,464,980 1,464,980 22,106,930$ 24,944,350$ 23,893,410$ 27,768,880$ 28,300,820$ 29,093,230$ 4201 Building Permits 826,860$ 1,245,190$ 815,710$ 815,710$ 815,710$ 832,030$ 4202 Plumbing Permits 101,710 197,070 107,590 107,590 107,590 109,750 4203 Electrical Permits 519,610 788,210 533,620 533,620 533,620 544,300 4204 Heating & Cooling Permits 65,940 75,540 54,470 54,470 54,470 55,560 4205 Public Works Construction Permits 195,920 94,300 325,000 135,000 150,000 150,000 4207 Wall Permits 33,180 13,920 10,680 10,680 10,680 10,900 4208 Roofing Permits 201,570 249,660 178,990 178,990 178,990 182,570 4215 Other Permits 1,630 650 1,670 1,670 1,670 1,710 4216 Bicycle Licenses 70 100 80 80 80 90 4217 Animal Licenses 102,440 107,910 100,020 100,020 100,020 102,030 4222 Yard Sale Permits 4,450 6,110 - 6,000 6,000 6,120 4223 Alarm Permits - 60 - - - - 4224 Gun Licenses 230 1,280 1,390 1,000 1,100 1,200 4226 Metrolink Parking 10,490 27,920 21,100 9,100 21,100 21,530 4227 Vehicle Charging 7,870 12,430 - 32,000 - - 2,071,970$ 2,820,350$ 2,150,320$ 1,985,930$ 1,981,030$ 2,017,790$ 4421 Police Officer Standard Training 89,310$ 38,340$ 20,000$ 20,000$ 20,000$ 20,400$ 4482 State Literacy Program 27,710 28,120 29,000 29,000 29,000 29,500 117,020$ 66,460$ 49,000$ 49,000$ 49,000$ 49,900$ 4601 Finance Department Fees 46,560$ 24,040$ 26,530$ 24,100$ 24,100$ 24,620$ 4602 City Clerk Fees 2,280 1,720 2,000 2,000 1,800 1,700 4603 Damage to City Property 62,770 55,840 - 6,050 - - 4604 CFD Admin Fees 61,420 68,750 48,780 54,200 54,200 55,280 4611 Planning - Department Fees 280,410 330,800 300,000 315,000 325,000 330,000 4613 Planning - Deposit Fees 86,810 82,140 50,000 35,000 25,000 25,000 4614 Building - Plan Check Fees 502,880 469,590 481,300 481,300 481,300 490,930 4615 Building - Department Fees 68,410 36,910 45,040 45,040 45,040 45,950 4616 Building - Special Inspection Fees 35,400 30,180 20,930 20,930 20,930 21,350 4617 Economic Development Fees 135,040 353,820 345,000 250,000 250,000 250,000 4622 Police - Department Fees 178,590 162,800 157,520 180,000 180,000 182,000 4623 Police - Special Service Fees 41,760 41,680 8,780 8,780 53,780 54,870 4624 Animal Services - Animal Impounds 9,740 11,260 9,620 9,620 9,620 9,820 4626 Police - 30 Day Vehicle Impound Fee 244,950 218,860 216,710 216,710 216,710 221,050 4627 Police - School Resources Officer 125,710 - 129,240 129,240 194,780 211,940 4629 Animal Services - Spay/Neuter Fees 720 90 - - - - 4630 Animal Services - Animal Control Fees 1,560 570 1,010 1,010 1,010 1,040 4642 Fire Merger Reimbursement 16,790 17,770 - - - - 4645 Public Works - Department Fees 310,890 290,030 275,000 275,000 300,000 315,000 4646 Public Works - Engr Map & Plan Check Fees 161,500 189,000 325,000 220,000 225,000 230,000 4654 Sport Field Usage 43,710 61,700 40,000 65,000 65,000 65,000 4655 Recreation - Recreation Program Fees 9,080 45,230 40,000 40,000 40,000 44,000 4656 Recreation - Youth Sports 150 - - - - - General Fund
Revenue from Property Tax
Revenue from Other Taxes
Revenue from Licenses & Permits
Revenue from Other Governments
058 Page 424 of 624

2024-25 & 2025-26 SCHEDULE OF REVENUE DETAIL BY FUND
Object 2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Code Actual Actual Adopted Amended Proposed Proposed
General Fund (Continued)
4657 Recreation - User Fees 224,040 180,340 250,000 130,000 149,760 153,260 4658 Recreation - Special Events 104,900 119,590 175,000 222,110 221,550 222,800 4659 Senior Center Program Fees 6,480 10,720 15,000 15,000 16,000 16,390 4665 Library - Photocopy Revenue 1,370 1,910 600 600 600 620 4679 Library - Passport Services 72,120 81,820 90,000 45,000 60,000 65,000 2,836,040$ 2,887,160$ 3,053,060$ 2,791,690$ 2,961,180$ 3,037,620$ 4701 Non-Vehicle Code Fines 260$ 420$ 220$ 220$ 220$ 230$ 4702 Vehicle Code Fines 132,580 103,580 95,820 95,820 95,820 97,740 4703 Red Light Code Fines 13,370 9,180 9,870 9,870 9,870 10,070 4704 Muni-Code- Code Enforcement Fines 32,570 65,480 18,120 135,480 28,120 28,490 4705 Muni Code- Animal Fines 3,850 4,600 4,450 4,450 4,450 4,540 4706 Muni Code- Parking Citation Fines 171,830 183,190 132,950 132,950 132,950 135,610 4707 Muni Code- Business License Fines 98,830 116,940 100,160 110,800 110,800 113,020 4708 Muni Code- False Alarm Fines 139,330 155,750 143,680 143,680 143,680 146,560 4709 Muni Code- Library Fines 7,570 1,720 1,000 1,000 1,000 1,000 600,190$ 640,860$ 506,270$ 634,270$ 526,910$ 537,260$ 4801 Interest Earnings (604,950)$ 287,120$ 235,000$ 931,570$ 931,570$ 950,200$ 4802 Lease of City Property 516,780 604,420 1,251,420 1,235,650 1,212,070 1,230,870 4803 Rents - Recreation 6,260 30,160 24,000 30,000 35,000 35,000 4804 Rents - Park Sites 42,250 50,200 40,500 40,500 45,000 50,000 4807 Rents - Library 970 6,900 6,000 - - - 4814 City Stop Sales 170 390 - - - - 4901 Sale of Assets - 15,000 - - - - (38,520)$ 994,190$ 1,556,920$ 2,237,720$ 2,223,640$ 2,266,070$ 4904 Donations - General 8,820$ 6,610$ -$ 7,000$ 7,000$ 7,100$ 4905 Donation - Police 900 270 - 40,800 300 320 4908 Miscellaneous Reimbursements 57,460 109,440 13,260 43,360 14,800 14,910 4909 Other Revenue 175,520 203,830 77,250 99,890 77,950 85,630 4910 Water - Administrative Service Fee 1,727,000 1,727,000 1,727,000 1,727,000 1,771,510 1,771,510 4911 Solid Waste - Administrative Service Fee 546,540 546,540 546,540 546,540 402,370 402,370 4912 Sewer - Administrative Service Fee 559,710 559,710 559,710 559,710 643,140 643,140 4913 Cash- Over/ Short (210) 1,000 - 30 - - 4914 15% PBIA Admin Fee (Fire Merge)4,940 14,640 10,000 10,000 10,000 10,000 4915 Donations - Animal 100 10 100 100 100 110 4916 Misc. Reimbursements - Animal Services 200 50 230 230 230 240 4917 Litigation Reimbursement 55,340 190 - - - - 4918 Prior Year Revenue 11,860 - - - - - 4919 Administrative Service Fee 615,590 615,590 615,590 615,590 329,550 329,550 3,763,770$ 3,784,880$ 3,549,680$ 3,650,250$ 3,256,950$ 3,264,880$ 50,637,800$ 56,619,910$ 55,807,750$ 61,112,270$ 61,671,040$ 63,331,790$ Housing Fund
4602 City Clerk Fees 380$ -$ -$ -$ -$ -$ 4603 Damage to City Property - 58,370 - - - - 4605 Housing Fees 1,090 860 500 500 500 500 4801 Interest Earnings (140,190) (11,050) 15,000 15,000 25,000 25,000 4805 Rents - Apartments Market 3,893,820 4,181,610 4,800,000 4,800,000 5,200,000 5,200,000 4809 Rents - Apartments Low Income 518,070 459,730 - - - - 4908 Miscellaneous Reimbursements 5,460 - - - - - 4909 Other Revenue 265,430 238,010 65,000 65,000 25,000 25,000 4920 Late Charges 14,400 12,750 - - - - 4,558,460$ 4,940,280$ 4,880,500$ 4,880,500$ 5,287,880$ 5,287,270$ 4106 Sales Tax- Prop 172 1,374,500$ 1,478,550$ 1,500,000$ 1,500,000$ 1,432,850$ 1,432,850$ 4801 Interest Earnings 820 1,370 70 70 - - 1,375,320$ 1,479,920$ 1,500,070$ 1,500,070$ 1,432,850$ 1,432,850$ 4450 Gas Tax Apportionment 2107.5 7,500$ 7,500$ 7,500$ 7,500$ 7,500$ 7,500$ 4451 Gas Tax Apportionment 2106 279,100 286,520 319,260 319,260 301,440 307,500 4452 Gas Tax Apportionment 2107 521,070 613,950 623,760 623,760 669,910 683,400 4453 Gas Tax Apportionment 2105 435,790 450,490 519,310 519,310 490,190 500,000 Total Housing Fund
Public Safety Augmentation Fund
Total Public Safety Augmentation Fund
Gas Tax Fund
Revenue from Charges for Service
Revenue from Fines & Forfeitures
Revenue from Use of Money & Property
Other Revenue
Total General Fund
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2024-25 & 2025-26 SCHEDULE OF REVENUE DETAIL BY FUND
Object 2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Code Actual Actual Adopted Amended Proposed Proposed
Gas Tax Fund (Continued)
4456 Gas Tax Apportionment 2103 620,820 644,990 784,220 784,220 701,140 715,200 4457 Gas Tax Apportionment 2032 - - - - 2,020,720 2,061,200 4801 Interest Earnings (291,900) 40,260 26,700 26,700 29,330 29,920 1,572,380$ 2,043,710$ 2,280,750$ 2,280,750$ 4,220,230$ 4,304,720$ 4501 Measure I Apportionment 2,053,680$ 2,094,460$ 2,027,390$ 2,027,390$ 2,136,670$ 2,199,050$ 4801 Interest Earnings (260,950) (34,350) 29,900 29,900 36,320 37,050 1,792,730$ 2,060,110$ 2,057,290$ 2,057,290$ 2,172,990$ 2,236,100$ 4457 Gas Tax Apportionment 2032 1,583,770$ 1,766,190$ 1,956,340$ 1,956,340$ 2,020,720$ 2,062,000$ 4801 Interest Earnings (77,870) (60,640) 13,500 13,500 19,180 19,570 1,505,900$ 1,705,550$ 1,969,840$ 1,969,840$ 2,039,900$ 2,081,570$ HOME Investment Partnership Program
4801 Interest Earnings 10,080$ 31,790$ 5,000$ 5,000$ 5,000$ 5,000$ 4921 Program Income- Admin 10%24,110 6,500 1,000 1,000 2,500 2,500 4922 Recaptured Income - - 500 500 500 500 4923 Program Income Revenue- HIP 195,340 64,670 10,000 10,000 10,000 10,000 4924 Program Income Revenue- FTHB 184,340 - 20,000 20,000 20,000 20,000 413,870$ 102,960$ 36,500$ 36,500$ 38,000$ 38,000$ Community Development Block Grant
4310 CDBG Apportionment 1,463,110$ 1,062,530$ 623,650$ 1,199,220$ 783,140$ 623,250$ 1,463,110$ 1,062,530$ 623,650$ 1,199,220$ 783,140$ 623,250$ Parking Business Improvement Area Fund
4108 Park & Bus Imp Tax- Zone A 57,390$ 53,430$ 49,000$ 49,000$ 49,000$ 49,000$ 4109 Park & Bus Imp Tax- Zone B 9,480 48,410 9,500 9,500 9,500 9,500 4801 Interest Earnings 1,140 3,010 800 800 1,000 1,000 4909 Other Revenue - (10,000) - - - - 68,010$ 94,850$ 59,300$ 59,300$ 59,500$ 59,500$ 4502 Motor Vehicle AB2766 Fees 75,340$ 130,290$ 100,000$ 100,000$ 100,000$ 100,000$ 4801 Interest Earnings 1,150 3,970 - - - - 76,490$ 134,260$ 100,000$ 100,000$ 100,000$ 100,000$ 4342 Homeland Security Grant -$ 32,400$ 25,870$ 31,810$ -$ -$ 4427 Homeland Security Grant- PD - - 80,440 80,440 - - -$ 32,400$ 106,310$ 112,250$ -$ -$ 4801 Interest Earnings 890$ 2,430$ 910$ 910$ -$ -$ 890$ 2,430$ 910$ 910$ -$ -$ 4423 COPS 193,700$ 200,820$ 150,000$ 150,000$ 150,000$ 153,000$ 4801 Interest Earnings 6,760 17,430 - - - - 4918 Prior Year Revenue - - - - - - 200,460$ 218,250$ 150,000$ 150,000$ 150,000$ 153,000$ 4355 State Reimbursements 128,170$ 173,840$ -$ -$ -$ -$ 4415 Other State Revenue 4,300.00 200,790 - 1,036,780 - - 4429 Fair Share Allocation - - - - 75,000 76,500 4507 County Grant Revenue 121,860 760,290 - 2,060,140 - - 4801 Interest Earnings 920 7,380 - - - - 4908 Miscellaneous Reimbursements 1,000 - 165,030 165,030 - - 256,250$ 1,142,300$ 165,030$ 3,261,950$ 75,000$ 76,500$ Office Of Traffic Safety
4432 OTS- Sobriety Checkpoint Grants 134,540$ 103,480$ 160,930$ 384,930$ -$ -$ 134,540$ 103,480$ 160,930$ 384,930$ -$ -$ Homeland Security Grants-PD
Prop 30
Total Prop 30
COPS
Total COPS
Other Grants
Total Other Grants
Total Homeland Security Grants-PD
Total Office Of Traffic Safety
Total Air Quality Management District
Total Gas Tax Fund
Mesure I Fund
Total Mesure I Fund
Road Maintenance Rehabilitation Account
Total Road Maintenance Rehabilitation Account
Total HOME Investment Partnership Program
Total Community Development Block Grant
Air Quality Management District
Total Parking Business Improvement Area Fund
060 Page 426 of 624

2024-25 & 2025-26 SCHEDULE OF REVENUE DETAIL BY FUND
Object 2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Code Actual Actual Adopted Amended Proposed Proposed
Other Public Safety Grants
4355 State Reimbursements 80,020$ -$ 5,160$ 5,160$ -$ -$ 4434 JAG Grants - 13,720 88,850 89,200 - - 80,020$ 13,720$ 94,010$ 94,360$ -$ -$ 4435 Asset Forfeiture- Federal -$ 678,870$ -$ -$ -$ -$ 4801 Interest Earnings 3,300 13,770 - - - - 3,300$ 692,640$ -$ -$ -$ -$ 4313 Cal HOME -$ -$ -$ 480,000$ 460,000$ -$ 4801 Interest Earnings 3,670 11,530 3,500 3,500 3,500 1,750 4909 Other Revenue - (6,590) - - - - 4923 Program Income Revenue- HIP 57,350 (3,780) 10,000 10,000 10,000 10,000 4924 Program Income Revenue- FTHB 114,440 (1,800) 15,000 15,000 10,000 10,000 175,460$ (640)$ 28,500$ 508,500$ 483,500$ 21,750$ 4801 Interest Earnings 60$ 160$ -$ -$ -$ -$ 60$ 160$ -$ -$ -$ -$ 4422 Asset Forfeiture- State -$ 1,620$ -$ -$ -$ -$ 4801 Interest Earnings 1,100 3,020 - - - - 1,100$ 4,640$ -$ -$ -$ -$ 4801 Interest Earnings 480$ 1,320$ -$ -$ -$ -$ 480$ 1,320$ -$ -$ -$ -$ 4439 Federal CARES Act Funding -$ 7,060$ -$ -$ -$ -$ -$ 7,060$ -$ -$ -$ -$ 4439 Federal CARES Act Funding 1,870,320$ 3,121,590$ -$ -$ -$ -$ 4801 Interest Earnings (311,870) (120,310) - - - - 1,558,450$ 3,001,280$ -$ -$ -$ -$ Police DIF
4221 Police Capital Impact Fee -$ -$ -$ -$ 120,000$ 122,400$ -$ -$ -$ -$ 120,000$ 122,400$ General DIF
4219 General Capital Impact Fee 54,760$ 46,860$ 85,000$ 85,000$ 130,000$ 132,600$ 4220 Fire Capital Impact Fee 3,530 - - - - - 4221 Police Capital Impact Fee 54,080 42,600 75,000 75,000 - - 4801 Interest Earnings (89,230) (3,220) - - - - 4918 Prior Year Revenue - (41,180) - - - - 23,140$ 45,060$ 160,000$ 160,000$ 130,000$ 132,600$ 4107 Parks Development Impact Fee 515,030$ 310,260$ 950,000$ 950,000$ -$ -$ 4228 Quimby Fees - - - - 1,020,000 1,190,000 4801 Interest Earnings (408,590) (18,550) - - - - 4918 Prior Year Revenue - (229,550) - - - - 106,440$ 62,160$ 950,000$ 950,000$ 1,020,000$ 1,190,000$ 4211 Storm Drain Permits 201,430$ 381,500$ 235,000$ 235,000$ 400,000$ 410,000$ 4801 Interest Earnings (200,620) (7,320) - - - - 4902 Lease Proceeds 77,610 45,380 80,480 80,480 75,250 77,150 4918 Prior Year Revenue - (57,880) - - - - 78,420$ 361,680$ 315,480$ 315,480$ 475,250$ 487,150$ Total Quimby Fees
Storm Drain DIF
Total Storm Drain DIF
Quimby Fees
Total CalHOME
Asset Forfeiture - Federal Treasury
Total Asset Forfeiture - Federal Treasury
Asset Forfeiture - State
Total Asset Forfeiture - State
BSCC Budget Act
Total BSCC Budget Act
Office Of Justice Programs
Total General DIF
American Rescue Plan Act
Total Police DIF
Total Office Of Justice Programs
Total American Rescue Plan Act
CalHOME
Asset Forfeiture
Total Asset Forfeiture
Total Other Public Safety Grants
061 Page 427 of 624

2024-25 & 2025-26 SCHEDULE OF REVENUE DETAIL BY FUND
Object 2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Code Actual Actual Adopted Amended Proposed Proposed
Street & Traffic Facility DIF
4212 Street & Traffic Facility Permits 172,730$ 191,580$ 185,000$ 185,000$ 290,000$ 295,000$ 4801 Interest Earnings (67,420) 12,640 16,000 16,000 - - 4918 Prior Year Revenue - (29,230) - - - - 105,310$ 174,990$ 201,000$ 201,000$ 290,000$ 295,000$ Park DIF
4107 Parks Development Impact Fee -$ -$ -$ -$ 180,000$ 210,000$ -$ -$ -$ -$ 180,000$ 210,000$ General Fund Capital Projects
4235 Underground Utility Waiver Permit 22,000$ 74,880$ -$ -$ -$ -$ 4603 Damage to City Property - 141,010 - - - - 4904 Donations - General - - - 300,000 - - 4908 Miscellaneous Reimbursements - - - - 1,861,560 - 22,000$ 215,890$ -$ 300,000$ 1,861,560$ -$ Street & Alley Repairs
4225 Street & Alley- Burrtec 219,270$ 350,000$ 367,500$ 367,500$ 374,900$ 382,400$ 4801 Interest Earnings (30,650) (2,080) - - - - 188,620$ 347,920$ 367,500$ 367,500$ 374,900$ 382,400$ Water DIF
4214 Water Capital Impact Fee -$ -$ -$ -$ 290,000$ 295,800$ -$ -$ -$ -$ 290,000$ 295,800$ Water Bond Capital Project
4801 Interest Earnings 140$ 780$ -$ -$ -$ -$ 140$ 780$ -$ -$ -$ -$ 4214 Water Capital Impact Fee 235,330$ 190,870$ 290,000$ 290,000$ -$ -$ 4603 Damage to City Property - 17,400 - - - - 4681 Water Sales- Metered 27,436,200 24,708,270 32,520,000 32,520,000 24,700,000 27,170,000 4682 Water Sales- Flat Rate 96,250 81,310 55,000 55,000 55,000 56,100 4688 Water Sales- Recycled 618,360 654,030 552,390 552,390 808,000 887,000 4691 Water Meter Installation 119,950 79,550 105,000 105,000 105,000 107,100 4692 Lease of Stored Water - 6,717,180 - - - - 4697 Hydrant Flow Test 9,180 4,240 - - 6,000 6,100 4698 Water Jumper Install Fee 12,710 15,860 - - - - 4699 Joint Venture Net Income 444,170 1,480,110 - - - - 4801 Interest Earnings 128,680 438,370 - - 536,130 519,040 4801 Interest Earnings (1,033,840) 529,050 108,000 108,000 - - 4901 Sale of Assets 16,500 5,250 - - - - 4904 Donations - General 1,502,330 - - - - - 4908 Miscellaneous Reimbursements 7,055,390 309,950 280,000 280,000 280,000 285,600 4909 Other Revenue 178,350 145,120 200,000 200,000 200,000 204,000 4918 Prior Year Revenue - (72,500) - - - - 36,819,560$ 35,304,060$ 34,110,390$ 34,110,390$ 26,690,130$ 29,234,940$ 4351 Beverage Recycling Grant 17,000$ 19,620$ 20,000$ 20,000$ 12,270$ 12,270$ 4352 Used Oil Block Grant 9,200 16,160 24,470 24,470 10,000 10,200 4415 Other State Revenue 111,680 (73,210) - - - - 4685 Solid Waste- Residential 5,969,050 6,493,250 6,910,000 6,910,000 18,190,000 19,099,000 4686 Solid Waste- Non-Residential 10,553,330 10,786,170 9,722,400 9,722,400 - - 4689 HHW Transfer In 164,450 171,200 179,760 179,760 200,000 204,000 4801 Interest Earnings (42,830) 38,420 - - - - 16,781,880$ 17,451,610$ 16,856,630$ 16,856,630$ 18,412,270$ 19,325,470$ 4210 Sewer Capital Impact Fee 114,280$ 174,560$ 95,000$ 95,000$ -$ -$ 4213 Wastewater Permits 64,950 65,740 60,000 60,000 60,000 61,200 4683 Sewer Collection Charges 3,011,490 3,792,170 3,671,640 3,671,640 3,528,000 3,704,000 4684 Sewer Treatment- IEUA 7,341,710 7,481,600 7,918,560 7,918,560 8,062,000 8,465,000 4687 Sewer Connection Fees 5,310 29,800 16,600 16,600 16,600 16,900 4694 Sewer- Pass-Thru- Montclair 320 310 450 450 450 500 Total General Fund Capital Projects
Total Street & Alley Repairs
Total Water DIF
Total Water Bond Capital Project
Total Water Utility
Water Utility
Solid Waste Utility
Total Solid Waste Utility
Sewer Utility
Total Street & Traffic Facility DIF
Total Park DIF
062 Page 428 of 624

2024-25 & 2025-26 SCHEDULE OF REVENUE DETAIL BY FUND
Object 2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Code Actual Actual Adopted Amended Proposed Proposed
Sewer Utility (Continued)
4695 Sewer- Pass-Thru- Ontario 41,530 41,640 50,000 50,000 52,500 55,100 4696 Sewer- Pass-Thru- LA County 15,400 15,400 18,000 18,000 16,300 17,100 4801 Interest Earnings (524,200) 387,560 155,500 155,500 238,400 236,080 4901 Sale of Assets - 11,250 - - - - 4904 Donations - General 1,120,130 - - - - - 11,190,920$ 12,000,030$ 11,985,750$ 11,985,750$ 11,974,250$ 12,555,880$ 4210 Sewer Capital Impact Fee -$ -$ -$ -$ 112,200$ 114,400$ -$ -$ -$ -$ 112,200$ 114,400$ 4801 Interest Earnings 2,730$ -$ -$ -$ -$ -$ 2,730$ -$ -$ -$ -$ -$ 4610 Subrogation- Insurance Reimbursement 253,710$ 219,790$ -$ -$ -$ -$ 4671 User Departments- Workers Compensation 1,997,290 2,069,350 1,637,330 1,637,330 1,878,950 1,963,560 4672 User Departments- Unemployment 64,970 63,670 54,680 54,680 56,090 57,630 4673 User Departments- Long-Term Disability 125,000 91,040 80,000 80,000 66,000 66,680 4674 User Departments- Liability 2,503,830 2,978,470 3,477,400 3,477,400 2,850,030 3,019,670 4675 User Departments- Loss Prevention 127,260 72,490 24,820 24,820 88,140 78,500 4801 Interest Earnings 7,640 35,380 - - - - 4908 Miscellaneous Reimbursements 3,430 140 - - - - 4918 Prior Year Revenue - 650 - - - - 5,083,130$ 5,530,980$ 5,274,230$ 5,274,230$ 4,939,210$ 5,186,040$ 4676 User Departments- Vehicle Replacement 1,376,390$ 746,160$ 1,582,300$ 1,582,300$ 842,980$ 1,263,110$ 4801 Interest Earnings 5,020 23,340 - - - - 4901 Sale of Assets 5,900 41,250 95,530 95,530 14,000 30,000 1,387,310$ 810,750$ 1,677,830$ 1,677,830$ 856,980$ 1,293,110$ 4125 PEG Fees 145,630$ 138,500$ 157,990$ 157,990$ 140,000$ 140,000$ 4669 User Departments- Information Systems 2,372,860 2,698,510 3,138,570 3,138,570 3,312,750 3,459,830 4801 Interest Earnings 14,710 50,420 - - - - 4908 Miscellaneous Reimbursements - 1,000 - - - - 4909 Other Revenue 2,810 750 - - - - 2,536,010$ 2,889,180$ 3,296,560$ 3,296,560$ 3,452,750$ 3,599,830$ 4670 User Departments- Building Maint & Operations 1,127,220$ 995,360$ 1,026,760$ 1,026,760$ 1,457,060$ 1,444,370$ 4801 Interest Earnings 7,760 21,780 - - - - 1,134,980$ 1,017,140$ 1,026,760$ 1,026,760$ 1,457,060$ 1,444,370$ 4680 User Dept- OPEB 10,226,640$ 7,583,560$ 6,960,010$ 6,960,010$ 10,159,350$ 9,278,250$ 10,226,640$ 7,583,560$ 6,960,010$ 6,960,010$ 10,159,350$ 9,278,250$ 4430 SA Administrative Allowance 192,680$ 212,060$ 195,000$ 195,000$ 14,100$ 14,100$ 4431 SA RPTTF 2,918,900 929,470 3,123,090 3,123,090 2,786,420 2,798,290 4801 Interest Earnings 20,210 120 - - - - 3,131,790$ 1,141,650$ 3,318,090$ 3,318,090$ 2,800,520$ 2,812,390$ 154,694,100$ 160,400,560$ 156,521,570$ 166,508,870$ 164,110,460$ 167,706,330$ Transfers not included in the Schedule of Revenue Detail by Fund Negative interest earnings in FY22 & FY23 due to fair market valuation at year end Successor Agency
Total Successor Agency
Grand Total
Fleet Maintenance & Replacement
Total Fleet Maintenance & Replacement
Information Systems
Total Information Systems
Building Maintenance & Operations
Total Building Maintenance & Operations
UAL and Employee Benefits
Total UAL and Employee Benefits
Total Self-Funded Insurance
Total Sewer Utility
Fire Annexation Worker's Comp
Total Fire Annexation Worker's Comp
Self-Funded Insurance
Sewer DIF
Total Sewer DIF
063 Page 429 of 624

2024-2026 SCHEDULE OF EXPENDITURES BY FUND
Fund 2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
No.Actual Actual Adopted Amended Proposed Proposed
101 General Fund 75,703,940$ 47,596,940$ 55,074,960$ 55,773,560$ 61,304,910$ 62,976,820$ Total General Fund 75,703,940$ 47,596,940$ 55,074,960$ 55,773,560$ 61,304,910$ 62,976,820$ 201 Housing 2,070,390$ 2,252,530$ 4,260,440$ 4,260,440$ 4,984,570$ 4,929,930$ 203 Public Safety Augmentation 1,374,950 1,479,920 1,500,070 1,500,070 1,432,850 1,432,850 204 Gas Tax 2,432,630 1,653,620 10,614,390 10,612,670 9,258,490 4,890,100 205 Measure I 1,389,150 554,260 5,923,630 5,783,790 5,804,230 7,268,710 206 Road Maintenance Rehabiliation Account 95,460 134,830 5,784,850 5,771,460 6,640,370 2,753,340 208 HOME Investment Partnership Program 256,980 35,740 510,000 510,000 1,010,000 730,000 209 Community Development Block Grant 956,180 1,069,610 924,690 1,196,510 783,090 80,130 210 Parking Business Improvement Area 94,950 49,440 236,180 219,470 137,680 72,980 211 Air Quality Management District 28,530 77,250 25,890 271,350 73,830 154,880 214 Homeland Security Grants - PD 56,020 84,340 104,300 110,240 - - 215 Prop 30 - - 150,000 150,000 - - 216 COPS - 371,920 1,321,140 1,671,910 1,357,200 1,153,000 217 Other Grants 272,340 1,214,080 316,180 3,272,240 75,000 76,500 218 Office of Traffic Safety 138,870 133,060 143,710 367,710 - - 219 Other Public Safety Grants - 15,360 88,850 89,200 - - 220 Asset Forfeiture - Federal DOJ - 1,900 1,189,580 1,189,580 648,380 654,680 222 CalHOME 126,760 20,390 - 480,000 860,000 - 223 Asset Forfeiture - Federal/Treasury - - 10,350 10,350 - - 224 Asset Forfeiture - State 6,500 - 193,360 193,360 - - 226 Federal Grant - CARES Act 46,400 - - - - - 227 Office Of Justice Programs 7,060 - - - - - 229 American Rescue Plan Act 1,870,350 3,121,610 5,156,850 7,377,950 1,770,350 98,080 Total Special Revenue Funds 11,223,520$ 12,269,860$ 38,454,460$ 45,038,300$ 34,836,040$ 24,295,180$ 419 Police DIF -$ -$ -$ -$ 550,200$ -$ 420 General DIF 4,380 340 554,750 582,770 332,000 - 421 Quimby Fees 17,910 112,690 2,694,590 3,316,770 1,897,980 635,000 422 Storm Drain DIF 7,270 2,230 2,791,380 2,803,870 954,270 938,580 423 Street & Traffic Facility DIF 383,700 169,580 917,870 917,870 325,370 - 425 General Fund Capital Projects 151,120 221,600 868,310 4,272,430 5,536,960 625,000 426 Street & Alley Repairs 202,220 29,570 1,114,090 1,109,590 1,102,090 426,470 427 Energy Efficiency Capital Imp Project 1,900 - - - - - Total Capital Project Funds 768,500$ 536,010$ 8,940,990$ 13,003,300$ 10,698,870$ 2,625,050$ 639 Water Bond Capital Projects 229,640$ 366,500$ 8,964,820$ 8,959,270$ 13,842,090$ -$ 640 Water Utility 32,766,930 24,621,850 44,633,850 45,762,890 43,526,830 40,240,160 641 Solid Waste Utility 15,921,530 17,308,710 17,726,780 17,725,770 18,400,460 19,139,560 645 Sewer Utility 10,531,780 11,147,890 16,227,680 16,284,500 16,626,990 14,395,060 Total Enterprise Funds 59,449,880$ 53,444,950$ 87,553,130$ 88,732,430$ 92,396,370$ 73,774,780$ 751 Self-Funded Insurance 4,789,910$ 3,829,720$ 5,274,230$ 6,350,550$ 4,939,210$ 5,186,040$ 752 Fleet Management 939,720 1,073,650 1,582,300 3,481,310 1,258,980 1,485,110 753 Information Systems 2,380,860 3,347,470 3,308,180 3,342,190 3,452,750 3,599,830 754 Building Maintenance & Operations 1,043,720 1,328,490 1,376,760 1,871,270 1,837,060 1,834,370 755 UAL & Employee Benefits 10,394,520 7,609,030 6,960,010 6,960,010 10,624,350 10,638,250 Total Internal Service Funds 19,548,730$ 17,188,360$ 18,501,480$ 22,005,330$ 22,112,350$ 22,743,600$ 805 Successor Agency 838,980$ 575,410$ 3,318,090$ 3,318,090$ 2,798,430$ 2,810,870$ Total Private Purpose Trust Fund 838,980$ 575,410$ 3,318,090$ 3,318,090$ 2,798,430$ 2,810,870$ Grand Total 167,533,550$ 131,611,530$ 211,843,110$ 227,871,010$ 224,146,970$ 189,226,300$ Transfers not included in the Schedule of Expenditures by Fund. 064 Page 430 of 624

2024-2025 SCHEDULE OF EXPENDITURES BY FUND & CATEGORY
Fund
No.

Salaries &
Benefits
Maintenance &
Operations
Capital
Projects &
Equipment Total
101 General Fund 26,641,100$ 34,623,810$ 40,000$ 61,304,910$ Total General Fund 26,641,100$ 34,623,810$ 40,000$ 61,304,910$ 201 Housing 924,590$ 4,059,980$ -$ 4,984,570$ 203 Public Safety Augmentation 1,432,850 - - 1,432,850 204 Gas Tax 237,690 704,370 8,316,430 9,258,490 205 Measure I 174,580 86,510 5,543,140 5,804,230 206 Road Maintenance Rehabiliation Account 52,980 26,440 6,560,950 6,640,370 208 HOME Investment Partnership Program - 1,010,000 - 1,010,000 209 Community Development Block Grant 75,790 170,530 536,770 783,090 210 Parking Business Improvement Area - 43,420 94,260 137,680 211 Air Quality Management District 5,030 28,800 40,000 73,830 214 Homeland Security Grants - PD - - - - 215 Prop 30 - - - - 216 COPS - - 1,357,200 1,357,200 217 Other Grants - 75,000 - 75,000 218 Office of Traffic Safety - - - - 219 Local Law Enforcement Block Grants - - - - 220 Asset Forfeiture - Federal DOJ 148,380 - 500,000 648,380 223 Asset Forfeiture - Federal/Treasury - - - - 224 Asset Forfeiture - State - - - - 229 American Rescue Plan Act 108,000 - 1,662,350 1,770,350 Total Special Revenue Funds 3,159,890$ 7,065,050$ 24,611,100$ 34,836,040$ 419 Police DIF -$ -$ 550,200$ 550,200$ 420 General DIF - - 332,000 332,000 421 Quimby Fees - - 1,897,980 1,897,980 422 Storm Drain DIF - - 954,270 954,270 423 Street & Traffic Facility DIF - - 325,370 325,370 425 General Fund Capital Projects - - 5,536,960 5,536,960 426 Street & Alley Repairs 59,600 14,320 1,028,170 1,102,090 Total Capital Project Funds 59,600$ 14,320$ 10,624,950$ 10,698,870$ 639 Water Bond Capital Projects -$ -$ 13,842,090$ 13,842,090$ 640 Water Utility 5,331,030 27,638,460 10,557,340 43,526,830 641 Solid Waste Utility 691,680 17,603,400 105,380 18,400,460 645 Sewer Utility 2,098,510 11,191,900 3,336,580 16,626,990 Total Enterprise Funds 8,121,220$ 56,433,760$ 27,841,390$ 92,396,370$ 751 Self-Funded Insurance 409,630$ 4,529,580$ -$ 4,939,210$ 752 Fleet Maintenance & Replacement 369,670 492,310 397,000 1,258,980 753 Information Systems 590,350 2,715,280 147,120 3,452,750 754 Building Maintenance & Operations 685,300 993,760 158,000 1,837,060 755 UAL & Employee Benefits - 10,624,350 - 10,624,350 Total Internal Service Funds 2,054,950$ 19,355,280$ 702,120$ 22,112,350$ 805 Successor Agency 9,910$ 2,788,520$ -$ 2,798,430$ Total Private Purpose Trust Fund 9,910$ 2,788,520$ -$ 2,798,430$ Grand Total 40,046,670$ 120,280,740$ 63,819,560$ 224,146,970$ Transfers not included in the Schedule of Expenditures by Fund and Category.

065 Page 431 of 624

2025-2026 SCHEDULE OF EXPENDITURES BY FUND & CATEGORY
Fund
No.

Salaries &
Benefits
Maintenance &
Operations
Capital
Projects &
Equipment Total
101 General Fund 28,281,890$ 34,649,930$ 45,000$ 62,976,820$ Total General Fund 28,281,890$ 34,649,930$ 45,000$ 62,976,820$ 201 Housing 972,200$ 3,957,730$ -$ 4,929,930$ 203 Public Safety Augmentation 1,432,850 - - 1,432,850 204 Gas Tax 249,080 621,020 4,020,000 4,890,100 205 Measure I 182,850 85,860 7,000,000 7,268,710 206 Road Maintenance Rehabiliation Account 55,430 26,240 2,671,670 2,753,340 208 HOME Investment Partnership Program - 730,000 - 730,000 209 Community Development Block Grant 80,130 - - 80,130 210 Parking Business Improvement Area - 72,980 - 72,980 211 Air Quality Management District 5,500 29,380 120,000 154,880 214 Homeland Security Grants - PD - - - - 215 Prop 30 - - - - 216 COPS - - 1,153,000 1,153,000 217 Other Grants - 76,500 - 76,500 218 Office of Traffic Safety - - - - 219 Local Law Enforcement Block Grants - - - - 220 Asset Forfeiture - Federal DOJ 154,680 - 500,000 654,680 223 Asset Forfeiture - Federal/Treasury - - - - 224 Asset Forfeiture - State - - - - 229 American Rescue Plan Act 98,080 - - 98,080 Total Special Revenue Funds 3,230,800$ 5,599,710$ 15,464,670$ 24,295,180$ 420 General DIF -$ -$ -$ -$ 421 Quimby Fees - - 635,000 635,000 422 Storm Drain DIF - - 938,580 938,580 423 Street & Traffic Facility DIF - - - - 425 General Fund Capital Projects - - 625,000 625,000 426 Street & Alley Repairs 62,370 14,100 350,000 426,470 Total Capital Project Funds 62,370$ 14,100$ 2,548,580$ 2,625,050$ 639 Water Bond Capital Projects -$ -$ -$ -$ 640 Water Utility 5,674,790 28,279,270 6,286,100 40,240,160 641 Solid Waste Utility 732,530 18,407,030 - 19,139,560 645 Sewer Utility 2,246,000 11,534,060 615,000 14,395,060 Total Enterprise Funds 8,653,320$ 58,220,360$ 6,901,100$ 73,774,780$ 751 Self-Funded Insurance 437,230$ 4,748,810$ -$ 5,186,040$ 752 Fleet Maintenance & Replacement 401,810 501,300 582,000 1,485,110 753 Information Systems 619,240 2,835,530 145,060 3,599,830 754 Building Maintenance & Operations 733,410 1,020,960 80,000 1,834,370 755 UAL & Employee Benefits - 10,638,250 - 10,638,250 Total Internal Service Funds 2,191,690$ 19,744,850$ 807,060$ 22,743,600$ 805 Successor Agency 10,480$ 2,800,390$ -$ 2,810,870$ Total Private Purpose Trust Fund 10,480$ 2,800,390$ -$ 2,810,870$ Grand Total 42,430,550$ 121,029,340$ 25,766,410$ 189,226,300$ Transfers not included in the Schedule of Expenditures by Fund and Category.

066 Page 432 of 624

2024-2026 EXPENDITURES BY DEPARTMENT PROGRAM
2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Actual Actual Adopted Amended Proposed Proposed
General Government
City Council 120,380$ 162,000$ 250,150$ 250,150$ 289,340$ 311,770$ City Treasurer 2,540 3,000 16,010 16,010 18,030 20,170 Administration 621,630 430,440 860,480 860,480 1,004,290 1,057,550 City Attorney 542,180 412,470 550,000 550,000 550,000 561,000 City Clerk 533,870 534,890 477,150 477,160 714,380 594,310 Total General Government 1,820,600$ 1,542,800$ 2,153,790$ 2,153,800$ 2,576,040$ 2,544,800$ Administrative Services
Finance 1,296,070$ 1,560,580$ 2,140,010$ 2,230,000$ 2,073,280$ 2,139,440$ Non-Departmental 3,761,390 5,496,910 3,467,030 3,146,230 2,216,730 1,392,410 Library 1,811,800 1,930,470 2,012,530 2,012,530 2,070,350 2,121,000 Human Resources 420,970 542,200 768,620 1,034,080 871,610 993,540 Recreation Administration 908,210 1,136,160 1,646,800 1,714,900 1,370,010 1,397,470 Recreation Classes 129,410 219,170 267,280 267,280 322,830 336,340 Recreation Facilities 265,770 354,210 430,310 922,810 615,160 583,690 Recreation Parks 40,570 64,470 64,860 87,860 146,720 150,740 Senior Center 372,230 457,130 313,250 313,250 437,670 432,350 Special Events 167,440 186,190 370,230 453,540 687,560 718,820 Administrative Services Grants 121,860 810,100 - 1,705,640 - - Risk Management 4,789,910 3,829,720 5,274,230 6,350,550 4,939,210 5,186,040 Information Technology 2,531,670 3,347,470 3,308,180 3,342,190 3,452,750 3,599,830 UAL & Employee Benefits 10,394,520 7,609,030 6,960,010 6,960,010 10,624,350 10,638,250 Total Administrative Services 27,011,820$ 27,543,810$ 27,023,340$ 30,540,870$ 29,828,230$ 29,689,920$ Development Services
Building & Safety 1,233,910$ 1,559,540$ 1,704,170$ 1,716,670$ 2,043,660$ 2,100,240$ Weed Abatement 31,810 63,270 109,500 87,000 70,090 70,550 Economic Development 311,750 615,930 407,870 1,344,540 417,210 436,600 Planning Commission 6,860 7,240 16,650 16,650 16,650 17,000 Planning 588,550 612,920 745,330 750,550 843,740 837,470 Santa Fe Depot 8,000 6,000 5,000 5,000 10,000 10,000 Housing 2,071,190 2,252,530 4,260,440 4,260,440 4,984,570 4,929,930 HOME Program 256,980 35,740 510,000 510,000 1,010,000 730,000 CBDG 956,180 1,069,610 924,690 1,196,510 783,090 80,130 PBIA 94,950 262,830 355,520 335,970 246,430 72,980 Development Grants 150,480 305,880 151,150 553,810 - - CalHOME Program 126,760 20,390 - 480,000 860,000 - Energy Efficiency Capital Imp Project 1,900 - - - - - Successor Agency 838,980 575,410 3,318,090 3,318,090 2,798,430 2,810,870 Total Development Services 6,678,300$ 7,387,290$ 12,508,410$ 14,575,230$ 14,083,870$ 12,095,770$ Police
Police Administration 10,670,720$ 10,364,870$ 10,538,440$ 10,815,760$ 12,731,610$ 13,111,750$ Investigations 6,278,230 2,840,850 3,316,520 3,323,860 3,682,850 3,982,200 Animal Services 650,970 596,800 812,980 851,200 860,570 855,790 Metrolink Station 790 11,080 9,480 800 - - Patrol 38,857,520 12,206,650 16,127,730 16,406,460 16,811,860 17,681,040 Police Special Events & Community Outreach 10,360 86,010 47,250 48,250 51,750 53,010 Police Reserves 3,810 1,970 7,060 7,060 7,060 7,230 Code Enforcement 658,810 640,050 895,020 738,130 861,500 894,390 Police Grants 201,950 689,180 1,808,000 2,436,820 1,432,200 1,229,500 Asset Forfeiture 6,500 1,900 1,393,290 1,393,290 648,380 654,680 Total Police 57,339,660$ 27,439,360$ 34,955,770$ 36,021,630$ 37,087,780$ 38,469,590$ Public Works
Public Works Administration 1,413,440$ 1,442,740$ 1,376,710$ 1,397,470$ 1,701,180$ 1,780,010$ Engineering Administration 237,360 357,190 248,380 777,940 262,410 272,400 Development/Traffic Engineering 550,020 789,200 930,230 950,230 925,150 1,056,800 Street Maintenance 905,120 763,310 1,292,310 1,751,810 1,609,330 1,948,000 Street Sweeping 15,720 16,850 17,410 17,410 17,560 18,210 Sidewalk Maintenance 676,470 92,720 126,840 135,340 113,130 118,600 Street Lighting 822,310 906,400 888,540 893,540 947,140 973,810 Traffic Control 73,570 125,050 107,340 107,340 132,850 140,160 Traffic Facility Maintenance 301,220 288,850 363,000 363,000 380,000 391,000 067 Page 433 of 624

2024-2026 EXPENDITURES BY DEPARTMENT PROGRAM
2021-22 2022-23 2023-24 2023-24 2024-25 2025-26
Actual Actual Adopted Amended Proposed Proposed
(Public Works Continued)
Weed Abatement 11,490 14,690 4,410 7,510 - - Flood Control - 940 - - - - Street Tree Maintenance 1,090,140 792,520 954,810 954,810 1,064,890 970,180 Public ROW Maintenance 541,050 810,280 1,083,330 1,129,330 1,207,540 1,257,950 Maintenance - Main Street 12,580 40,160 45,400 45,400 53,640 56,690 Maintenance - Metrolink 165,670 188,840 181,040 201,380 202,970 211,210 Graffiti Abatement 80,020 81,350 86,000 88,000 90,000 95,000 Damage to City Property 46,930 122,030 120,000 120,000 130,000 145,000 Park Maintenance 565,590 869,410 1,239,460 1,553,360 1,439,470 1,497,340 Sports Field Maintenance 233,220 381,610 443,220 443,220 470,360 491,340 Civic Center 195,700 193,270 210,260 210,260 237,490 226,750 Fire Fuel 18,100 18,860 20,790 20,790 20,790 21,210 Fire Station II Building 48,850 66,520 68,670 68,670 76,310 79,290 Historic Fire Station Building 37,650 40,100 34,010 34,010 40,870 43,810 Street Projects 3,917,240 2,342,710 22,322,870 22,167,920 21,703,090 14,912,150 General Capital Improvement - ARPA 528,170 569,570 3,583,590 3,580,540 1,553,600 - Public Works Grants - - - 500,000 - - Police DIF - - - - 550,200 - General DIF - 340 554,750 554,660 332,000 - Quimby Fees 17,910 112,690 2,694,590 3,316,770 1,897,980 635,000 Storm Drain DIF 7,270 2,230 2,791,380 2,803,870 954,270 938,580 Street & Traffic Facility DIF 383,700 169,580 917,870 917,870 325,370 - General Fund Capital Projects 151,120 221,600 868,310 4,272,430 5,536,960 625,000 Street & Alley Repairs 202,220 29,570 1,114,090 1,109,590 1,102,090 426,470 Water Utility 32,996,570 24,988,350 53,598,670 54,722,160 57,368,920 40,240,160 Solid Waste Utility 15,921,530 17,308,710 17,726,780 17,725,770 18,400,460 19,139,560 Sewer Utility 10,531,780 11,147,890 16,227,680 16,284,500 16,626,990 14,395,060 Fleet Maintenance & Replacement 939,720 1,073,650 1,582,300 3,481,310 1,258,980 1,485,110 Building Maintenance & Operations 1,043,720 1,328,490 1,376,760 1,871,270 1,837,060 1,834,370 Total Public Works 74,683,170$ 67,698,270$ 135,201,800$ 144,579,480$ 140,571,050$ 106,426,220$ Grand Total 167,533,550$ 131,611,530$ 211,843,110$ 227,871,010$ 224,146,970$ 189,226,300$ Transfers not included in the Schedule of Expenditures by Department Program. 068 Page 434 of 624

Fund No.Fund Name Transfers In Transfers Out
645 Sewer Utility 265,000
641 Solid Waste Utility 265,000
To Transfer for FY25 Landfill Costs.

FY 2024-25 Total 265,000$ 265,000$
645 Sewer Utility 265,000
641 Solid Waste Utility 265,000
To Transfer for FY26 Landfill Costs.
425 General Fund Capital Projects 200,000
754 Building Maintenance & Operations 200,000
To Fund Capital Improvement Projects.

FY 2025-26 Total 465,000$ 465,000$

SUMMARY OF TRANSFERS
069 Page 435 of 624

GENERAL GOVERNMENT
City of Upland
Organizational Chart
Fiscal Year 2024-25 & 2025-26

City Council
City Manager
Assistant City Manager
Executive
Assistant I
City Clerk
Deputy
City Clerk
Senior
Administrative
Assistant
Executive Assistant
to the City Manager
City Attorney
070 Page 436 of 624

MISSION STATEMENT
The mission of the general government of the City of Upland is to provide accessible, transparent, proactive leadership and governance for the community through the establishment of policies that pursue City Council goals and objectives. General government also seeks to provide quality, customer-focused municipal services in a timely and competent manner. Additionally, the local government promotes the best interests of city residents and collaborates with other governmental agencies to create a vibrant and healthy economic, physical, and social environment.

2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

EXPENSE CLASSIFICATION
PERSONNEL $517,370 $497,010 $680,690 $680,690 $823,730 $877,350 MAINTENANCE & OPERATIONS 1,303,230 1,045,790 1,473,100 1,473,110 1,752,310 1,667,450 TOTAL BUDGET $1,820,600 $1,542,800 $2,153,790 $2,153,800 $2,576,040 $2,544,800

2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

FUNDING SOURCES
GENERAL FUND $1,704,940 $1,500,110 $2,153,790 $2,153,800 $2,576,040 $2,544,800 AMERICAN RESCUE PLAN ACT 115,660 42,690 - - - -
TOTAL BUDGET $1,820,600 $1,542,800 $2,153,790 $2,153,800 $2,576,040 $2,544,800

CITY COUNCIL
The City Council is the governing body of the City of Upland. It has the power to make all laws and regulations with respect to municipal affairs subject only to the limitations of the state and federal constitutions.

The City Council is an elected, five-person governing body. The mayor is elected by the entire city (commonly referred to as an at-large representative). The mayor has additional duties but carries the same voting power as other members of the Council. Each of the four city districts is $‐
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
$3,000,000
2021‐22
ACTUAL
2022‐23
ACTUAL
2023‐24

ADOPTED
2023‐24

AMENDED
2024‐25

PROPOSED
2025‐26

PROPOSED
General Government Expense Classification
Personnel Maintenance & Operations Capital Outlay
071 Page 437 of 624

represented by a councilmember. Councilmembers serve four-year terms with elections every two years; therefore, three councilmembers are elected at one election and the mayor and one councilmember at the other.

The City Council appoints the City Manager and City Attorney, both of whom serve at the City Council’s discretion. The City Council establishes the policies of the city, which are implemented by staff under the direction of the City Manager. The City Council approves all ordinances, resolutions, and contracts which are in excess of limits set by policy.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Continue to expand citizen participation in local government through advisory commissions, boards, committees, semi-monthly council meetings, and educational workshops.  Enhance the quality of life for Upland residents by developing long-term and short-term fiscal and operational plans and policies.
 Initiate and participate in programs of regional and local importance including the improvement of air quality, water quality, and reduction of traffic congestion.  Revitalize commercial activity and expand economic development opportunities to promote a healthy local government economy.
 Pursue additional revenue sources to support services and resources provided to the community.
 Pursue the enhancement of public engagement.
 Provide transparency through technology and open government and improve public trust.

CITY TREASURER
The residents of Upland elect the City Treasurer. It is the Treasurer’s responsibility to oversee the investment of city funds in a safe and secure manner while ensuring maximum return on all investments within limitations set by state law. The City Treasurer operates under the restrictions of Section 53646 and Sections 41001- 41007 of the Government Code of the State of California and Resolution 6546 of the Upland City Council – a resolution that affirms the Investment Policy for Public Funds.

The City follows the practice of pooling cash and investments for all funds except for funds required to be held by outside fiscal agents. Investment income is allocated quarterly to various funds based on the average monthly cash balances.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Maximize the City’s return on its investments consistent with the requirements of State law while being mindful of the need for safety and liquidity. No investment may be made unless it is in conformity with the City’s Investment Policy.
 Participate in the Finance Committee.
072 Page 438 of 624

CITY MANAGER
The City Manager is appointed by the City Council to direct the operation of all city departments through department heads. The City Manager enforces the ordinances and resolutions of the City Council and is responsible for the administration of city programs and to ensure the delivery of high-quality services.

The City Manager is responsible for the executive management of all city departments and serves as Executive Director of the Successor Agency of the Upland Community Redevelopment Agency (UCRA), coordinating the dissolution of the UCRA. He is the Executive Director of the City of Upland Financing Authority, the Upland Public Financing Authority, and the Upland Parking Authority. The City Manager also serves as the Director of Emergency Services.

This office provides services such as responding to inquiries and requests of citizens, disseminating information regarding city activities, and providing input on regional, state, and federal issues that affect the City of Upland.

PERSONNEL
PERMANENT POSITIONS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
24/25 & 25/26

PROPOSED

GENERAL FUND

ALLOCATION

ADMINISTRATION
CITY MANAGER 1.00 1.00 1.00 1.00 0.35
ASSISTANT CITY MANAGER 1.00 1.00 1.00 1.00 0.40

EXECUTIVE ASSISTANT TO THE CITY
MANAGER 1.00 1.00 1.00 1.00 0.60
EXECUTIVE ASSISTANT I 0.00 1.00 1.00 1.00 0.60
SENIOR ADMINISTRATIVE ASSISTANT 1.00 0.00 0.00 0.00 0.00 TOTAL DIVISION 4.00 4.00 4.00 4.00 1.95

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Be responsive to Upland’s citizens, organizations, City Council, and staff in a timely manner.  Be accessible to citizens, the City Council, business owners, and employees.  Implement the goals set forth by the City Council, which include fiscal stabilization, economic development, infrastructure repair and replacement, and outstanding customer service.  Provide outstanding Council relations by informing councilmembers of relevant city affairs/business such that staff trust and integrity is maintained and promoted.  Provide funding for various city projects by pursuing State and Federal grants.  Provide outstanding city services by meeting regularly with the development community such that quality, financially viable projects are developed within the City.  Promote effective and efficient service delivery by analyzing city operations on a continual basis and adjusting as needed.
 Continue to pursue measures to reduce operating costs and increase revenue opportunities.  Continue to pursue strategies to address future pension obligations. 073 Page 439 of 624

 Continue to nurture and promote public communication and engagement by maintaining open government ideals and developing programs/projects that support the constant pursuit of excellence in municipal services, as well as model public sector status.  Continue to address Police Department staffing challenges.  Continue to implement succession planning strategies for Executive and Mid-Management retirements and transitions.
 Hire and retain key personnel.
 Continue to seek reimbursement and grant opportunities from County, State, and Federal Government agencies in response to the COVID-19 Pandemic.  Continue to seek resources and disseminate information to assist residents and businesses recover economically and socially from the COVID-19 Pandemic.  Continue to increase transparency and promote the City in a positive manner.  Seek out Community and Regional partnerships to improve the quality of life for Upland residents.

FY 2023-24 MAJOR ACCOMPLISHMENTS
 Successfully oversaw the return of the Upland Irish Festival after a four-year hiatus, fulfilling the City Council’s desire to host a major event during each season in the downtown area to promote economic growth and provide the community with family friendly local events.  Successfully oversaw the annual Upland Lemon Festival with a net return of $23,613 to be spent on improvements within the downtown area.

PERFORMANCE MEASUREMENTS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

PROJECTED
2024-25
TARGET
2025-26
TARGET

Percentage of Agenda items reviewed and
approved within two days 99% 99% 99% 99% 99%

Percentage of calls referred to responsible
employees and/or departments within the
organization within 24 hours, and bring closure to
citizens' concerns in a timely manner
98% 98% 98% 99% 99%

Percentage of inquiries from various Department
personnel responded within two days or when
scheduled
96% 98% 98% 99% 99%

Review incoming departmental correspondence
and respond or disseminate as directed on same
day
100% 100% 100% 99% 99%

Percentage of Electronic Message Board Requests
posted prior to requested posting date 100% 100% 100% 99% 99%

074 Page 440 of 624

 Increased social media followers across five platforms during the 2023 calendar year by an average of 29%, including a 67% increase in LinkedIn followers, and expanded resident awareness of city activities.
 Partnered with the Upland Chamber of Commerce to cohost the State of the City event in an updated format.
 Approved several new food businesses to the downtown area.  Responded to hundreds of requests for service from citizens and City Councilmembers.  Secured additional grant funding to assist with temporary housing and homeless services.  Partnered with San Bernardino County, municipal agencies, and the Upland Chamber of Commerce to share and inform businesses about available COVID assistance programs.  Continued to develop strategies to increase employee morale and retention including the City Manager meeting one-on-one with new staff during their first few days of employment, employee work anniversary breakfasts each month, and an improved, interactive onboarding process.
 Continued to implement the multipronged BLAST Strategy to make significant reductions to the net pension liability.
 Provided professional training opportunities and modern communications equipment and software to staff to increase performance of public outreach and education.  Increased City Management participation in regional and local partner agency and organization meetings and networking events.
 Partnered with the Empire Strykers in order to highlight City of Upland programs and events, provide sports opportunities for Upland children, elevate the status of the City of Upland within the broader community, and provide approximately 4,500 game tickets to our Upland community members.
 Implemented the first ever Community Banner Program fully sponsored by the Upland business community. Attractive Community Banners demonstrating community pride were installed in the downtown area and on every available pole on Foothill Blvd. within City limits.

CITY CLERK
The City Clerk fulfills the statutory requirements of a city clerk. The office administers democratic processes such as access to city records and all legislative actions, while ensuring transparency to the public.

The City Clerk’s office ensures that all City Council actions are properly executed, recorded, and archived, and serves as the elections official and a compliance and filing officer. The office prepares council meeting agendas and assists other departments with submission of staff reports and support documentation, advertises legal notices relating to council agendas and other city issues, maintains legislative and advisory committees’ records and the City Seal, and attests all official city documents.
075 Page 441 of 624

As filing officer, the City Clerk oversees the filing requirements of the Fair Political Practices Commission, manages the City Conflict of Interest Code, and maintains the Upland Municipal Code (UMC) and Zoning Code. The City Clerk’s Office is responsible for all official city records such as ordinances, resolutions, deeds, agreements, and formal bid contracts and bonds. The office also processes all Public Records Act requests and coordinates the records management program for all city departments.

The City Clerk, as the elections official, is responsible for all citywide municipal elections which are conducted in November of even-numbered years. Elections require compliance with California Government Code, Elections Code, state mandated deadlines, legal notices, and contracting with the San Bernadino County Registrar of Voters; which are all coordinated by the City Clerk.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Continue to foster transparency by providing additional access to public records via the city website through our new document management system.
 Update the City’s Conflict of Interest Code and coordinate ethics training for all designated officials and employees.
 Coordinate the 2024 General Municipal Election.
 Coordinate Citywide Candidate Tour and Candidates Forum for 2024 Council District Election.  Review and update records retention schedule based on California Secretary of State guidelines for local government records management.

PERSONNEL
PERMANENT POSITIONS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
24/25 & 25/26

PROPOSED

GENERAL FUND

ALLOCATION

ADMINISTRATION
CITY CLERK 1.00 1.00 1.00 1.00 0.70
DEPUTY CITY CLERK 1.00 1.00 1.00 1.00 0.90
SENIOR ADMINSTRATIVE ASSISTANT 1.00 1.00 1.00 1.00 0.50 TOTAL DIVISION 3.00 3.00 3.00 3.00 2.10
PERFORMANCE MEASUREMENTS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

PROJECTED
2024-25
TARGET
2025-26
TARGET

Council and Council Committee agendas/packets
Number prepared 58 42 51 51 52
Percentage posted prior to deadline 100% 100% 100% 100% 100%

Campaign Disclosure and Statements of Economic Interest filings Number prepared 143 139 144 145 146
Percentage filed prior to deadline 100% 100% 89% 100% 100%

Agreements, resolutions, and ordinances
Number processed and scanned/posted 115 146 134 135 136 Percentage processed within 7 days of adoption 100% 100% 100% 100% 100%

Public Records requests
Number of requests received 390 359 382 385 387
Percentage responded to within 10 days 100% 100% 100% 100% 100%

Subpoenas processed
Number of requests received 9 11 10 10 10
Percentage responded to within 10 days 100% 100% 100% 100% 100%

076 Page 442 of 624

FY 2023-24 MAJOR ACCOMPLISHMENTS
 Transitioned Legislative Committees to the new agenda management software.  Created a digital signature policy and implemented DocuSign.  Procured off-site storage of City records.
 Created a ticket and pass distribution policy bringing the City in compliance with FPPC regulation 18944.1.
 Coordinated the destruction of obsolete records with all city departments in compliance with the City’s Records Retention Schedule.

CITY ATTORNEY
The City Attorney is appointed by the City Council and is charged with advising and giving legal opinions to the Council, boards, commissions, and city staff. The City Attorney apprises all city officials of changes in statutes or case law as they affect the City. The City Attorney also ensures that violations of city laws are prosecuted where necessary. The City Attorney furnishes services at all meetings of the Council, and prepares ordinances, resolutions, contracts, and other legal documents.

Certain other attorneys may represent the City in matters of special expertise such as worker’s compensation and public liability defense.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 To provide reliable and timely legal services to the City Council, advisory committees, and city staff to ensure the City is lawfully governed and the community effectively served.  Upon approval of the City Council, to represent the City in litigation. 077 Page 443 of 624

GENERAL GOVERNMENT
2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED
1101 CITY COUNCIL
Personnel 43,100$ 49,240$ 145,310$ 145,310$ 167,250$ 187,190$ Maintenance & Operations 77,280 112,760 104,840 104,840 122,090 124,580 Capital Outlay - - - - - - TOTAL CITY COUNCIL 120,380$ 162,000$ 250,150$ 250,150$ 289,340$ 311,770$ 1104 CITY TREASURER
Personnel 2,440$ 2,440$ 14,740$ 14,740$ 16,760$ 18,830$ Maintenance & Operations 100 560 1,270 1,270 1,270 1,340 Capital Outlay - - - - - - TOTAL CITY TREASURER 2,540$ 3,000$ 16,010$ 16,010$ 18,030$ 20,170$ 1201 ADMINISTRATION
Personnel 273,690$ 220,010$ 256,830$ 256,830$ 323,750$ 334,280$ Maintenance & Operations 325,660 210,430 603,650 603,650 680,540 723,270 Capital Outlay - - - - - - TOTAL ADMINISTRATION 599,350$ 430,440$ 860,480$ 860,480$ 1,004,290$ 1,057,550$ 1603 CITY ATTORNEY
Personnel -$ -$ -$ -$ -$ -$ Maintenance & Operations 542,180 412,470 550,000 550,000 550,000 561,000 Capital Outlay - - - - - - TOTAL CITY ATTORNEY 542,180$ 412,470$ 550,000$ 550,000$ 550,000$ 561,000$ *Moved from Administrative Services FY21-22
1701 CITY CLERK
Personnel 198,140$ 225,320$ 263,810$ 263,810$ 315,970$ 337,050$ Maintenance & Operations 242,350 266,880 213,340 213,350 398,410 257,260 Capital Outlay - - - - - - TOTAL CITY CLERK 440,490$ 492,200$ 477,150$ 477,160$ 714,380$ 594,310$ *Moved from Administrative Services FY21-22
101 TOTAL GENERAL FUND
Personnel 517,370$ 497,010$ 680,690$ 680,690$ 823,730$ 877,350$ Maintenance & Operations 1,187,570 1,003,100 1,473,100 1,473,110 1,752,310 1,667,450 Capital Outlay - - - - - - TOTAL GENERAL FUND 1,704,940$ 1,500,110$ 2,153,790$ 2,153,800$ 2,576,040$ 2,544,800$ 229 TOTAL AMERICAN RESCUE PLAN ACT (ARPA) FUND
Personnel -$ -$ -$ -$ -$ -$ Maintenance & Operations 115,660 42,690 - - - - Capital Outlay - - - - - - TOTAL ARPA FUND 115,660$ 42,690$ -$ -$ -$ -$

TOTAL GENERAL GOVERNMENT
Personnel 517,370$ 497,010$ 680,690$ 680,690$ 823,730$ 877,350$ Maintenance & Operations 1,303,230 1,045,790 1,473,100 1,473,110 1,752,310 1,667,450 Capital Outlay - - - - - - TOTAL GENERAL GOVERNMENT 1,820,600$ 1,542,800$ 2,153,790$ 2,153,800$ 2,576,040$ 2,544,800$ FY 2024-26 PROPOSED BUDGET

EXPENDITURE SUMMARY BY DIVISION

CITY OF UPLAND
078 Page 444 of 624

OBJECT
CODE EXPENSE CLASSIFICATION 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

PERSONNEL EXPENSE
5110 Buy Backs 21,180$ 20,650$ 44,700$ 44,700$ 44,700$ 36,000$ 5111 Salaries - Full Time 413,570 367,810 429,900 429,900 505,550 548,580 5112 Salaries - Temporary/Part Time 780 8,720 9,760 9,760 50,250 50,250 5113 Overtime 1,350 970 2,670 2,670 2,670 2,700 5116 Fringe Benefits 54,470 68,000 151,590 151,590 171,310 188,530 5117 Retirement Contributions 26,020 30,860 42,070 42,070 49,250 51,290 TOTAL PERSONNEL EXPENSES 517,370$ 497,010$ 680,690$ 680,690$ 823,730$ 877,350$

MAINTENANCE & OPERATIONS
5210 City Manager Contingency -$ 160$ 75,000$ 75,000$ 76,500$ 101,030$ 5211 Postage 8,940 5,660 6,730 6,730 6,870 7,010 5212 Advertising 34,600 34,730 53,350 52,840 57,270 53,540 5213 Dues & Subscriptions 59,610 64,970 72,570 72,640 74,760 76,280 5215 Training/Conferences/Meetings 18,640 30,230 42,820 42,820 56,100 57,090 5216 Office Supplies 1,760 2,230 3,500 3,500 3,830 3,600 5217 Other Supplies/Materials 5,450 4,080 25,500 25,750 26,640 26,510 5218 Uniform Expense - 370 - - - - 5219 Permits/Licenses/Fee/Assessmnt 93,490 42,690 - - - - 5221 Mileage Reimbursement 270 150 200 200 310 320 5222 Central Duplicating Charges 380 860 2,400 2,400 2,460 2,520 5226 Team Building Expenses - - 300 300 300 300 5231 Office Equipment (Under 5,000)790 3,890 1,200 1,200 1,220 1,250 5232 Computer Equip. (Under $5000)- - - 100 - - 5233 Other Equipment (Under 5,000)140 130 - - - - 5251 Legal Services 542,180 412,470 550,000 550,000 550,000 561,000 5252 Professional Services 91,250 34,000 75,000 75,000 76,500 78,030 5253 Contract Services 121,430 19,440 225,000 225,000 229,500 234,090 5258 Other Services 70,440 80,270 44,970 44,970 212,020 71,360 5271 Insurance Premium 400 400 370 470 380 390 5294 Sponsor/Contribution/Donation 500 4,380 5,280 5,280 10,630 10,860 5297 Other Expenses 110 - - - - - 5701 Information Systems Allocation Charges 76,710 77,100 70,720 70,720 93,710 97,130 5705 Building Maintenance & Operation Allocation 71,990 91,590 90,960 90,960 96,060 103,130 5706 OPEB & Employee Benefits Allocations 16,090 13,990 13,860 13,860 13,680 14,150 5707 PERS-UAL Allocation 88,060 122,000 113,370 113,370 163,570 167,860 TOTAL MAINTENANCE & OPERATIONS 1,303,230$ 1,045,790$ 1,473,100$ 1,473,110$ 1,752,310$ 1,667,450$ TOTAL DEPARTMENT 1,820,600$ 1,542,800$ 2,153,790$ 2,153,800$ 2,576,040$ 2,544,800$

CITY OF UPLAND

GENERAL GOVERNMENT
FY 2024-26 ANNUAL BUDGET

SUMMARY BY OBJECT CODE
079 Page 445 of 624

ADMINISTRATIVE SERVICES
City of Upland
Organizational Chart
Fiscal Year 2024-25 & 2025-26

Assistant City Manager
Deputy Director of Human
Resources/Risk Management
Human
Resources
Analyst II
Human
Resources
Analyst I
Risk
Management
Coordinator
Human
Resources
Technician
Office Assistant
Finance Officer
Accounting
Supervisor
Senior
Accountant
Accountant I
Budget
Coordinator
Senior
Accounting
Technician
Payroll
Technician
Accounting
Technician (2)
Utility Billing &
Customer Service
Supervisor
Senior Customer
Service
Specialist (2)
Business License
Inspector
Customer
Service
Specialist II (2)
Customer
Service
Specialist I (2)
Recreation & Community
Services Manager
Recreation &
Community Services
Supervisor
Recreation
Coordinator (3)
Senior
Administrative
Asssistant
Information Technology
Manager
Information
Technology
Specialist (3)
080 Page 446 of 624

MISSION STATEMENT
To manage the fiscal and financial affairs of the City, and to support city officials and all departmental operations through a variety of financial services and risk management; to administer top quality personnel services with the highest level of professionalism and integrity in order to attract, retain, train and develop a competent workforce; to provide accessible, proactive leadership for the community through the establishment of policies encouraging a high standard of governance; to provide recreational programs, services, and special events; and to develop opportunities for the use of technology to improve and enhance services to the community.

$‐
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
2021‐22
ACTUAL
2022‐23
ACTUAL
2023‐24

ADOPTED
2023‐24

AMENDED
2024‐25

PROPOSED
2025‐26

PROPOSED
Administrative Services Expense Classification
Personnel Maintenance & Operations Capital Outlay Capital Improvement Project

2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

EXPENSE CLASSIFICATION
PERSONNEL $2,314,770 $3,591,770 $2,848,620 $2,618,820 $2,173,110 $2,214,210 MAINTENANCE & OPERATIONS 24,372,240 23,010,760 23,946,720 26,762,590 27,468,000 27,210,650 CAPITAL OUTLAY 324,810 228,000 228,000 1,159,460 187,120 265,060

CAPITAL IMPROVEMENT PROJECT - - - - - -
TOTAL BUDGET $27,011,820 $27,543,810 $27,023,340 $30,540,870 $29,828,230 $29,689,920

2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

FUNDING SOURCES
GENERAL FUND $9,139,010 $10,833,200 $10,139,610 $10,119,710 $10,643,910 $10,012,840 AIR QUALITY MANAGEMENT FUND 11,380 77,250 25,890 271,350 73,830 154,880 OTHER GRANTS 121,860 810,100 - 1,705,640 - -
FEDERAL GRANT-CARES ACT 46,400 - - - - -
AMERICAN RESCUE PLAN ACT 127,880 1,037,040 1,315,420 1,791,420 94,180 98,080 SELF-FUNDED INSURANCE 4,789,910 3,829,720 5,274,230 6,350,550 4,939,210 5,186,040 INFORMATION SYSTEMS 2,380,860 3,347,470 3,308,180 3,342,190 3,452,750 3,599,830 UAL & EMPLOYEE BENEFITS 10,394,520 7,609,030 6,960,010 6,960,010 10,624,350 10,638,250 TOTAL BUDGET $27,011,820 $27,543,810 $27,023,340 30,540,870 $29,828,230 $29,689,920 081 Page 447 of 624

FINANCE
The Finance Division provides a comprehensive financial accounting and reporting system that meets the information requirements of its users, and complies with all applicable laws and regulations, including Generally Accepted Accounting Principles (GAAP). In advising city officials on the City’s financial position and condition, the Finance Division provides timely financial information necessary for decision-making and assists city staff in implementing and developing appropriate internal controls and financial systems.

The Finance Division safeguards all city assets and promotes their efficient use while adhering to prescribed city council and management policies. It provides the framework for the processing of all financial management services that include general ledger accounting, budget preparation and analysis, purchasing, payroll, accounts payable and receivable, cash receipting, utility billing, and animal licensing. Under the direction of the Assistant City Manager, the Finance Division organizes, reviews, and prepares the annual budget document for the City. It also produces Federal, State, and other reports as required by law in conformance with municipal accounting regulations and standards.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Continue to provide the City Manager and City Council with monthly budget/actual reports to allow the City’s financial position to be continuously reviewed and evaluated.  Diligently monitor city procurements for compliance with the adopted purchasing policy to ensure fiscal control.
 Prepare a Government Finance Officers Association award winning Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2024.

PERSONNEL
PERMANENT POSITIONS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
24/25 & 25/26

PROPOSED

GENERAL FUND

ALLOCATION

FINANCE
FINANCE OFFICER/MANAGER 1.00 1.00 1.00 1.00 0.45
ACCOUNTING SUPERVISOR 1.00 1.00 1.00 1.00 0.60
SENIOR ACCOUNTANT 2.00 1.00 1.00 1.00 0.55
ACCOUNTANT I/II 0.00 1.00 1.00 1.00 0.65
BUDGET COORDINATOR 0.00 1.00 1.00 1.00 0.50
SENIOR ACCOUNTING TECHNICIAN 1.00 1.00 1.00 1.00 0.70
PAYROLL TECHNICIAN 1.00 1.00 1.00 1.00 0.65
ACCOUNTING TECHNICIAN 3.00 2.00 2.00 2.00 1.25

UTILITY BILLING & CUSTOMER SERVICE
SUPERVISOR 1.00 1.00 1.00 1.00 0.15
SENIOR CUSTOMER SERVICE SPECIALIST 2.00 2.00 2.00 2.00 1.30 BUSINESS LICENSE INSPECTOR 1.00 1.00 1.00 1.00 0.85
CUSTOMER SERVICE SPECIALIST I/II 5.00 5.00 4.00 4.00 0.80 TOTAL DIVISION 18.00 18.00 17.00 17.00 8.45
082 Page 448 of 624

 Perform the annual mid-year budget review and present budget recommendations to the City Council in February 2025 and February 2026.
 Provide good fiscal stewardship by ensuring the two-year budget for Fiscal Year 2024-25 and 2025-26 is adopted by the City Council prior to the close of Fiscal Year 2023-24.  Reduce the number of days from the fiscal year end until the Comprehensive Annual Financial Report is issued to 184.
 Implement fixed asset module of Munis Software.
 Complete implementation of electronic timecard entry for payroll.  Continue working towards converting cash receipting records to electronic format.  Monitor investment activity closely and strategize to increase investment income.  Receive the Government Finance Officers Association Award for Distinguished Budget Presentation and Excellence in Financial Reporting.
 Continue working towards implementing and converting utility billing to the new ERP system.  Continue to encourage utility customers to enroll in the online Auto-Pay program.  Finalize the implementation of the new EBPP (Electronic Billing, Payment and Presentment) system which will allow residents to pay their utility bills by web, telephone, and short message service (SMS).
 Continue to raise current levels of business license compliance (i.e., working with businesses that have multi-year expired licenses to get current and close out licenses for businesses that are no longer in operation) through the efforts of the Business License Inspector.  Finalize the implementation of the online Animal License portal which will allow residents to pay their animal license renewals electronically.
 Implement an option within the online Energov portal which will allow residents to pay for Yard Sale Permits.

083 Page 449 of 624

PERFORMANCE MEASUREMENTS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

PROJECTED
2024-25
TARGET
2025-26
TARGET

Receive the Government Finance Officers
Association Award for Excellence in Financial
Reporting and Distinguished Budget Presentation
Yes Yes Yes Yes Yes

Financial reports made available to City Council on
a monthly basis
100% 100% 100% 100% 100%

Number of days from fiscal year-end until ACFR is
issued
272 215 184 184 184

Implementation of Fixed Assets in Munis Software Deferred to FY 2024-25
Deferred to
FY2024-25
Deferred to
FY2024-25
50% 100%

Centralize Accounts Payable using electronic
workflow
Deferred to
FY 2024-25
Deferred to
FY2024-25
Deferred to
FY2024-25
50% 100%

Implement Electronic Timecard entry for payroll Work in Process
20% 50% 100% N/A

Convert cash receipting records to electronic Deferred to FY 2022-23
Deferred to
FY 2023-24
25% 100% N/A

Percentage of utility accounts enrolled in the online
biller program
66% 69% 71% 72% 73%

Percentage of utility accounts enrolled in the Auto-
Pay program
29% 32% 33% 34% 35%

Percentage of utility accounts signed up for
paperless statements
30% 31% 32% 33% 34%

Implement and convert Utility Billing to the new
ERP system
Deferred to
FY 2022-23
Deferred to
FY 2023-24
Deferred to
FY 2024-25
Deferred to
FY 2025-26 100%

Implement new EBPP (Electronic Billing Payment
and Presentaion) system
Deferred to
FY 2022-23
Deferred to
FY 2023-24 100% N/A N/A

Implement an online Animal License portal to
accept animal license renewals electronically
Deferred to
FY 2022-23
Deferred to
FY 2023-24
Deferred to
FY 2024-25 100% N/A

Implement an option within the online Energov
portal to pay for Yard Sale Permits electronically N/A N/A Deferred to FY 2024-25 100% N/A

Develop and distribute welcome pamphlets for new
City residents
Deferred to
FY 2022-23
Deferred to
FY 2023-24
Deferred to
FY 2024-25 100% N/A

Accept General Billing payments online Deferred to
FY 2022-23
(as tied to
new Utility
Billing ERP
system)
Deferred to
FY 2023-24
(as tied to
new Utility
Billing ERP
system)
Deferred to
FY 2024-25
(as tied to
new Utility
Billing ERP
system)
Deferred to
FY 2025-26
(as tied to
new Utility
Billing ERP
system)
100%

084 Page 450 of 624

FY 2023-24 MAJOR ACCOMPLISHMENTS
 Prepared the City’s annual program-based budget and received the Government Finance Officers Association award for Distinguished Budget Presentation 2022-2023.  Submitted financial reports for the Government Finance Officers Association award for Excellence in Financial Reporting for fiscal year ending June 30, 2023.  Provided fiscal stewardship by preparing a mid-year review of the City’s financial position in March 2024.
 Monitored ARPA funds received in response to COVID-19 pandemic. Tracked expenditures in accordance with eligibility requirements and complied with financial reporting requirements.
 Conducted a Cost Allocation Plan and Fully Burdened Hourly Rate Study.  Implemented online financial transparency module that will enable access to reliable, comprehensive, timely, and understandable information on City’s fiscal activities.  Prepared City’s first two-year budget for fiscal years 2024-25 and 2025-26.  Reconciled City’s development impact fees for the annual DIF report.  Implemented 15-year Fresh Start restructured PERS UAL payment plan resulting in overall interest savings of $8.9 million over 20 years.
 Issued 391 purchase orders and 5,528 accounts payable disbursements.  Processed 389 help desk tickets to assist departments with various Finance related needs.  Implemented new policies and procedures regarding water service applications, utility billing and consequences for account delinquency. These new changes will ensure that water service remains uninterrupted, and billing, payments and collections are handled in the most effective and efficient manner possible.
 Worked with Burrtec Waste to complete the transition of residential trash billing which now allows residents to take care of all waste-related business (i.e. service requests and billing questions) more efficiently with one phone call.

INFORMATION SYSTEMS
The Information Systems Division is responsible for ensuring the City’s information technology resources are effectively managed and used as key organizational tools in improving productivity, customer service, and public access to city information. This Division is also responsible for developing and implementing long-range goals, policies, and standards for acquiring, maintaining, and achieving full use of information technology resources and providing ongoing support, training and maintenance of computers and related peripherals. 085 Page 451 of 624

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Implement a new redesigned City Website.
 Complete Memorial Park and Downtown surveillance camera projects.  Complete migration of Utility Module to Munis.
 Upgrade Police CAD and RMS Applications.
 Implement Multi-factor authentication for Police laptop logins.  Conduct a tabletop cybersecurity exercise.

FY 2023-24 MAJOR ACCOMPLISHMENTS
 Successfully completed DOJ approval for E-Citation and Cloud backups.  Upgraded network switches in Police Department (PD), Magnolia Recreation Center, Senior Center, and City Hall.
 Upgraded Water Network firewalls.
 Evaluated and purchased new Helpdesk software.

PERSONNEL
PERMANENT POSITIONS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
24/25 & 25/26

PROPOSED

GENERAL FUND

ALLOCATION

INFORMATION SYSTEMS
INFORMATION TECHNOLOGY MANAGER 1.00 1.00 1.00 1.00 0.00 INFORMATION TECHNOLOGY SPECIALIST 2.00 3.00 3.00 3.00 0.00 TOTAL DIVISION 3.00 4.00 4.00 4.00 0.00
PERFORMANCE MEASUREMENTS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

PROJECTED
2024-25
TARGET
2025-26
TARGET

Percentage of Critcal or High information
systems service requests resolved within 24
hours
93% 96% 98% 100% 100%

Number of unplanned network outages 1 1 1 0 0

Number of unplanned server/service outages 0 0 0 0 0

Number of electronic devices maintained for
employee use
1,560 1,870 1,784 1,784 1,784

Number of Help Desk tickets received for IT
service requests (excluding weekend and
phone requests)
1,580 1,681 1,700 1,700 1,750
086 Page 452 of 624

 Replaced broken or ageing laptops in mobile police units.  Upgraded City Hall internet connection to 1GB speed.

HUMAN RESOURCES
The Human Resources Department serves as a comprehensive resource for consultation, guidance, and support in the realm of human resources management. We operate collaboratively with various departments and divisions, contributing to the implementation of innovative solutions aimed at fostering optimal organizational performance.

Our responsibilities encompass a broad spectrum of activities, including but not limited to organizational development consultation, facilitation of workforce planning, provision of staffing solutions, training and development initiatives, classification and compensation management, and leadership in addressing employee and labor relation issues. Human Resources provides expert advice on employee and candidate coaching, ensuring adherence to legal provisions, interpreting policies and labor contracts, and promoting compliance with legal policies and best practices.

The division actively manages benefits administration, both internally and externally communicates human resources activities, and strategically plans initiatives. Additionally, we oversee the Wellness Committee, Employee Recognition Committee, safety program, and rideshare programs, further contributing to the overall well-being and performance optimization of the City.

Furthermore, the Human Resources Division plays a crucial role in administering self-funded insurance programs, covering Workers’ Compensation, unemployment, and general liability, thus ensuring comprehensive risk management and compliance within established frameworks.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Hire Well – Effectively recruiting and hiring personnel is a strategic imperative for organizational advancement. Each open position is approached with precision, viewing it as an opportunity to propel the organization forward. The focus is on identifying and securing high-caliber individuals with the requisite Knowledge, Skills, and Abilities (KSAs) to address gaps and contribute to the maturation of the organization.

PERSONNEL
PERMANENT POSITIONS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
24/25 & 25/26

PROPOSED

GENERAL FUND

ALLOCATION

HUMAN RESOURCES

DEPUTY DIRECTOR OF HUMAN
RESOURCES/RISK MANAGEMENT 1.00 1.00 1.00 1.00 0.40
HUMAN RESOURCES ANALYST I/II 2.00 2.00 2.00 2.00 1.00
HUMAN RESOURCES TECHNICIAN 1.00 1.00 1.00 1.00 0.65
RISK MANAGEMENT COORDINATOR 0.00 0.00 0.00 1.00 0.00
OFFICE ASSISTANT 0.00 0.00 1.00 1.00 0.45
TOTAL DIVISION 4.00 4.00 5.00 6.00 2.50
087 Page 453 of 624

 Continuously enhance Administrative Policies and Procedures within the Human Resources domain by ensuring ongoing updates to align with State and Federal regulations. Strive to create a forward-thinking organizational framework that incorporates industry best practices, thereby fostering compliance and adaptability.
 Continue to foster collaborative partnerships with all the City's unions to facilitate the ongoing refinement of Merit Rules and Regulations. The objective is to accurately reflect the current organizational structure while ensuring alignment with pertinent laws and industry best practices, thereby promoting consistency and fairness across the board.  Partner with the IT Division to facilitate the transition from traditional paper-based personnel files to electronic formats for personnel records, medical documentation, and Workers’ Compensation files.
 Strategically aspire to further elevate the existing Wellness Program for employees, aiming to enhance morale and promote optimal health within the organization. By implementing targeted initiatives and fostering a culture of well-being, the objective is to cultivate an environment that not only supports the overall health of employees but also contributes to sustained high morale throughout the workforce.

PERFORMANCE MEASUREMENTS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

PROJECTED
2024-25
TARGET
2025-26
TARGET

Number of recruitments concluded 64 69 54 50 40

Number of employees participating in the
Rideshare program
19 30 32 32 35

Number of employee safety meetings 9 9 15 12 12

Number of applications processed 2,833 5,008 4,000 3,600 3,000

Number of Subrogations processed 15 23 10 20 20

Subrogation recovery amounts $63,035 $72,820 $10,000 $70,000 $70,000

Number of liability claims closed 119 119 84 100 100

FY 2023-24 MAJOR ACCOMPLISHMENTS
 Filled a total of 41 full and part-time positions, to date.  Filled 12 positions as promotional, promoting the retention of current employees.  Successfully transitioned employee training programs to an enhanced online platform, ensuring the City's compliance with mandated human resources training requirements and adherence to Federal and State laws. This proactive initiative has streamlined training processes, providing a robust and accessible framework for continuous learning and regulatory compliance.
088 Page 454 of 624

 Successfully implemented a comprehensive New Hire Orientation Program leveraging the NeoGov Onboarding Module. This initiative ensures a personalized and informative welcome for new employees to the City, offering in-depth insights into department functions, municipal government operations, and fostering an immediate connection with the organization. The program's development involved collaborative efforts with union partners, thereby enhancing the onboarding experience and contributing to a seamless integration of new talent into the City's workforce.
 Effectively executed the City-wide classification and compensation study, orchestrating the comprehensive update of employee classifications and salary ranges. This accomplishment substantiates Human Resources’ commitment to maintaining the City's competitive edge in the labor market by ensuring competitive wages across diverse public sector industries.  Successfully bolstered recruitment efforts by actively participating in various prominent events, including the West Valley America’s Job Center of California Hiring Event and the Cal State University, San Bernardino Job Fair. This engagement reflects a proactive approach to talent acquisition, expanding the organization's reach to potential candidates and establishing a presence in key recruitment platforms.
 Collaborated with the City Manager's Office to initiate the Work Culture Wednesday series, aimed at showcasing the talents, skills, and contributions of City of Upland employees. The primary objective is to elevate employee morale and cultivate a positive work environment by highlighting the diverse and valuable attributes of our workforce.  Continued strategic partnerships with California State University, Fullerton, and Grand Canyon University, facilitating valuable tuition opportunities for City employees. This collaboration has not only enriched professional development opportunities but also underscored our commitment to fostering continuous learning and educational advancement within the workforce.
 Facilitated continuous professional development by delivering targeted training sessions during monthly Division Managers Meetings, specifically focused on enhancing organizational leadership strategies for management employees. This initiative aimed to strengthen leadership capabilities within the managerial team, fostering a culture of effective and informed decision-making across the organization.
 Successfully enhanced the professional development of Human Resources staff by attending NeoGov Training, a distinguished conference designed for public sector and public safety professionals. This initiative facilitated the acquisition of industry skills, knowledge, and best practices through expert thought leadership, informative training sessions, and valuable networking opportunities provided by Ignite. Attendees had the privilege of receiving personalized product support and engaging in peer-to-peer knowledge exchange, thus further enriching the organization's HR capabilities, and fostering continuous improvement.  Effectively organized and executed an Employee Benefits Fair featuring participation from over 20 health and wellness vendors. This event facilitated the dissemination of crucial 089 Page 455 of 624

information to more than 100 employees who actively engaged to gain insights into their health benefits and wellness offerings.
 Strategically plan and execute the annual Employee Service Awards and Rideshare Program, drawing the active participation of over 120 employees. This initiative aims to foster employee appreciation and enhance engagement in organizational culture, recognizing and celebrating the dedicated service of our workforce.

SELF-FUNDED INSURANCE
The primary mission of the Self-Funded Insurance Program is to safeguard the City’s assets and service capabilities from the financial repercussions of loss. Our focus is on providing counsel and support to City departments and divisions, aiding them in hazard identification and mitigation activities specifically related to liability, cybersecurity, occupational health and safety, and property loss risks.

The City of Upland operates on a self-insurance model for Workers’ Compensation, unemployment, and general liability claims. The Human Resources Division, in collaboration with third-party administrators, efficiently manages these insurance programs. To ensure accountability, the costs associated with administering the Self-Insurance Program are allocated to the specific departments involved in the claims. Internal user fees are generated as revenue to sustain the programs.

In addition, the City has insurance coverage for incidents incurring expenses exceeding five hundred thousand dollars ($500,000) for Workers’ Compensation and two million dollars ($2,000,000) for general liability claims. This strategic approach to risk management underscores our commitment to financial prudence and responsible governance.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Strategically enhance engagement in the workers' compensation process by implementing a multifaceted approach. This includes ongoing education initiatives aimed at employees, focusing on minimizing injuries and promoting proper safety precautions during job functions.

Additionally, provide continuous education to supervisors and managers on the interactive process for efficiently reintegrating employees with restrictions into the workforce.

Furthermore, initiate a comprehensive safe workplace campaign designed to encourage employee participation in reporting unsafe conditions and activities, thereby proactively addressing potential injury risks. This goal aims to foster a culture of safety and collaboration across all levels of the organization.
 Strive to enhance and diversify the health and wellness program portfolio by incorporating resources such as continuous health-related webinars, informative newsletters, and internally circulated Wellness Wednesday emails. These initiatives aim to foster an environment conducive to employees cultivating and sustaining a harmonious equilibrium between personal and professional life, ultimately elevating employee morale and productivity. 090 Page 456 of 624

 Continuously explore and implement efficient cost containment strategies through quarterly claim reviews, ensuring the application of optimal practices in workers’ compensation claims management and realizing tangible monetary savings.
 Consistently uphold the timely processing of claims while effectively pursuing subrogation for eligible claims.

FY 2023-24 MAJOR ACCOMPLISHMENTS
 Successfully mitigated the impact of employee injuries on the organization by achieving a substantial 56.25% reduction in the severity of incidents, resulting in cost reduction in claims to the City during FY 2023-24.
 Achieved a noteworthy accomplishment by successfully reducing the disbursed amount of Temporary Disability/4850 money for Workers' Compensation injuries by 6.19%. This reduction reflects a strategic and effective management approach, resulting in cost savings for the organization while maintaining a commitment to employee well-being and workplace safety.
 Successfully implemented initiatives resulting in a notable reduction in employee Temporary Disability Days from 301 to 108, marking a substantial 64% decrease. Additionally, the implementation of modified duty days has demonstrated a remarkable reduction of 77% since FY 2022-23. These achievements signify a positive trend, indicating a decline in the severity of employee injuries. Furthermore, they underscore the City's commitment to enhancing accommodation offerings, facilitating the return of employees to work, and ultimately contributing to a safer and more productive work environment.  Achieved a significant enhancement in operational efficiency by successfully reducing the average reporting time for Workers' Compensation claims from 5 days to 2 days. This accomplishment not only streamlined the claims process but also demonstrated a commitment to expeditious and responsive management of workplace incidents, contributing to improved overall organizational effectiveness.
 Implemented a proactive safety communication strategy by disseminating valuable safety tips to employees, covering a range of topics including heat-related illnesses, wind advisories, Spring safety tips, cool weather safety tips, and more. This initiative has empowered employees with crucial information, fostering a heightened awareness of personal safety at work and contributing to a safer and healthier work environment.  Successfully orchestrated collaborative initiatives with Public Works staff and loss prevention consultants, leading to comprehensive staff training on various safety topics. This included specialized sessions on ladder safety, proper lifting techniques, and the safe use of power and hand tools. This proactive approach has significantly enhanced the overall safety culture within the organization, ensuring staff competence and compliance with best practices in occupational safety.
091 Page 457 of 624

 Successfully maintained oversight of procedures related to general liability claims and lawsuits, ensuring their proper and timely handling by the third-party administrator. This accomplishment reflects a commitment to efficient risk management, legal compliance, and safeguarding the organization's interests in a proactive and meticulous manner.

LIBRARY
The Upland Public Library provides services to assist the community in obtaining information that meets their personal, educational, and recreational needs. The Library serves as a learning and cultural resource center for all residents and businesses.

The Library provides reference services that include periodicals, audiovisual, and youth services.

Staff answer reference questions, select materials, maintain collections, and assist the public in the use of the library. Other activities include acquiring and cataloging library materials in all formats, maintaining online resources for public access, and maintaining a comprehensive, balanced library collection.

As authorized in State Education Code Sections 18900-18965, the Library Board of Trustees manages the Library under the direction and legislative authority of the City Council.

The City elected to enter a public-private partnership with Library Systems & Services, Inc. (LS&S) which began managing the Library on August 1, 2014. LS&S maintains the Library’s staffing in accordance with the community’s needs in cooperation with the City and Library Board of Trustees. All Library materials, furnishings, and buildings remain the property of the citizens and the City of Upland.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
 Seek additional online resources to support English language learning.  Create new opportunities for community members to connect through reading.  Pursue external funding opportunities to update furniture, fixtures, and equipment throughout the library.
 Offer an increased number of library programs for adult-age library patrons.  Partner with the local school districts to develop and implement a Student Success card for all students by grade 3.
 Seek opportunities to partner with and promote local businesses and organizations.  Continue to provide, improve, and expand successful, enriching, and popular adult, teen, and children’s programs.
 Continue to increase downloadable book and audiobook collections to facilitate 24-hour availability of entertainment and educational materials. 092 Page 458 of 624

PERFORMANCE MEASUREMENTS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

PROJECTED
2024-25
TARGET
2025-26
TARGET

Library programs provided to the community 320 404 487 500 520

Library requests filled during the year 9,353 13,968 16,623 14,000 14,000

Adult literacy students 42 50 52 55 55

Presentations about Upland and the Inland Empire’s
history
6 6 6 6 6

Circulation 165,183 162,117 187,742 180,000 190,000

Downloaded e-materials 23,962 25,117 30,523 32,000 34,000

New Card Registrations 3,206 3,561 3,600 3,700 3,800

Internet use by patrons 4,826 5,842 6,800 7,000 7,250

FY 2023-24 MAJOR ACCOMPLISHMENTS
 In partnership with San Bernardino County and the Upland Unified School District (UUSD), the Lunch at the Library program served over 3,000 nutritious hot lunches to low-income students over the summer.
 UPL added an outreach coordinator to represent the library at large scale community events such Free Comic Day, Easter Egg Hunt and remote story-times at the Little Village Play place and Camp Read at Peppertree Elementary School.
 Provided a weekly Bilingual story time in January which averaged 50+ attendees per session.  Expanded the ZipBooks, a program allowing patrons to request books be sent to them directly from Amazon. These books are then returned to the library and added to the collection where appropriate.
 UPL added The Palace Project for patrons. The Palace Project allowed patrons to access Libby, Enki Books, and more in one simple app.
 UPL continued to encourage patrons to enjoy their natural heritage by providing States Parks Passes to check out.
 Sourced alternative funding to be received by the library including:
 $5,000 from the Hjorth Family Foundation to purchase new furniture for the Children’s reading room and to add more children’s books.
 $7,000 grant from the California State Library for ZipBooks to provide patron-driven collection development.
 $28,800 grant from California State Literacy Services to support our Literacy Program. 093 Page 459 of 624

 $47,100 from the Friends of the Library to support services and programs.  $17,600 Lunch at the Library grant to partner with Upland USD to provide hot lunches and enrichment activities for children over the summer break.

RECREATION & COMMUNITY SERVICES
The Recreation and Community Services Division is committed to creating a community through people, parks, programs, and events. The Division’s purpose is to provide unique opportunities which will enrich the quality of life for Upland residents by promoting, health and wellness, inclusion, and human development; offer leisure activities which continually reflect the desires and evolving trends of our richly diverse community; and maintain clean, safe, and accessible recreation facilities thus enhancing the desirability of the City as a place to live, enjoy recreational activities, and strengthen community image.

FY 2024-25 & FY 2025-26 GOALS AND OBJECTIVES
To reduce costs and increase revenue by operating in a more efficient manner:
 Utilize volunteers more efficiently by developing a proactive approach of identifying specific needs in the community and matching them to projects; creating a landing page on the website for a smoother volunteer registration process; and continually increasing our volunteer pool through active recruiting in the community.
 Continue expense account tracking to better forecast the monetary needs for various events, programs, and activities.
 Locate and secure alternate sources of funding, such as grant opportunities and sponsorships, to help off-set costs associated with special events, programs, and activities.  Continue to partner with local organizations in the community to share costs for programs and facility maintenance.
 Maximize space at the Magnolia Recreation Center, Gibson Senior Center, Landecena Community Building, and Carnegie Library facilities by continually evaluating programs, service delivery, and events to increase revenue and provide desirable programming and usage.

PERSONNEL
PERMANENT POSITIONS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
24/25 & 25/26

PROPOSED

GENERAL FUND

ALLOCATION

RECREATION & COMMUNITY

SERVICES

RECREATION & COMMUNITY SERVICES
MANAGER 1.00 1.00 1.00 1.00 1.00

RECREATION & COMMUNITY SERVICES
SUPERVISOR 2.00 2.00 1.00 1.00 1.00
RECREATION COORDINATOR 1.00 2.00 3.00 3.00 3.00
SENIOR ADMINISTRATIVE ASSISTANT 1.00 1.00 1.00 1.00 1.00 TOTAL DIVISION 5.00 6.00 6.00 6.00 6.00
094 Page 460 of 624

 Practice preventative maintenance techniques to ensure furniture, equipment, and facilities remain operational, safe, clean, and accessible.
 Continue to enhance program marketing through social media and improve marketing efforts by leveraging relationships and expanding our reach in the community.  Attend community meetings and meet with concerned citizens and continue to be responsive to the diverse needs of citizens and develop simple partnerships to improve service delivery.  Develop a smooth online park reservation process to increase efficiency and provide an alternative and convenient way for the community to reserve parks.

To enrich the lives of residents by expanding and enhancing the recreational and community services programs offered:
 Continue to work with the Parks, Arts, Recreation, and Community Services (PARCS) Committee to help establish Division goals and priorities.  Conduct a community needs assessment to identify, improve and prioritize goals and objectives for the division.
 Continue to expand general and senior class offerings.  Continue safe and exceptional day trip experiences that appeal to a diverse community.  Continue to expand the VolunTEEN program by providing experiences for on-the-job training in our programs and events, develop leadership skills, and make a positive impact in the community.
 Continue outstanding customer service by providing ongoing staff training and development opportunities.
 Continue to partner with other departments and outside agencies to offer a variety of programs.  Continue to build programs which provide tech help to seniors, such as training and classes to increase working knowledge of personal computers, smartphones, tablets, and other forms of technology.
 Increase monthly programs, special events, and activities at the Gibson Senior Center, Landecena Community Building, and Magnolia Recreation Center.  Enhance the Healthy Upland program to include community partners, develop a strategic plan for programs and events, and re-brand the program for enhanced marketing.  Introduce the Tot Olympic Event to coincide with the 2024 Summer Olympic Games and future winter and summer games.
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To foster a positive image of Upland by creating opportunities to promote the City during community events:
 Actively participate and host community events to increase usage and awareness of Upland’s clean, safe, and family-friendly parks and public spaces.  Continue to enhance the “Movies and Concerts in the Park” series for families.  Provide children’s special events and activities that alternate between park locations, increasing access to residents throughout the city.
 Continue to provide professional-quality marketing to ensure sponsors and partners have opportunities to share their messaging, showcase their stewardship in the community, and demonstrate their collaboration with the City.
 Work with outside organizations wishing to utilize City parks for events. Parks are available for private and fee-based use, as well as collaborative opportunities for groups offering services to the community.

PERFORMANCE MEASUREMENTS 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

PROJECTED
2024-25
TARGET
2025-26
TARGET

Volunteer hours provided 5,576 9,204 9,350 9,500 9,500

Revenue received from sponsorships and in-kind
donations
$65,493 $89,250 $100,000 $100,000 $100,000

Classes held 743 977 936 950 975

Special events held 150 125 139 140 140

Special Events Attendance/Outreach 22,638 24,783 28,061 29,067 29,845

FY 2023-24 MAJOR ACCOMPLISHMENTS
Recreation and Community Service special events included:
 Spring Egg Hunt Adventure was estimated to have had over 725 participants. Two new features for this year’s event included a Youth Adaptive Egg Hunt and pre-registration for each age category. The event included games, a photo opportunity with the bunny, and a variety of on-site vendors along with the egg hunt for youth.
 The 2nd Annual Egg-Streme Egg Hunt For Adults had approximately 425 participants, including games, a beer garden, food vendors, and a nighttime egg hunt with over $11,500 available in prizes.
 The Moonlight Movies and Concert Series provided food vendors, a snack bar, and games and activities for the whole family to enjoy.
 The 16th Annual Turkey Trot reached a total of 714 participants. 096 Page 462 of 624

 The Scary-a-Faire event was extended by two hours, which increased participation.

Community Service and Recreation Programs included the following:
 “Home For The Holidays” Home Decorating Contest– Residents submitted photos of their entries for a chance to win prizes. 24 houses were entered into this year’s event.  Letters to Santa – Approximately 39 children sent letters to Santa and received responses.  Fall Puzzle Palooza had 44 participants work in teams to complete puzzles in a two-hour time frame. Due to popularity, a Spring Puzzle Palooza has been added, allowing residents to compete as a Family or Adult team.
 “Monster Mash Up” Movie Night At Magnolia Park was provided to residents as a family friendly evening complete with games, crafts, food vendors, photo opportunities, and family fun! Approximately 500 individuals were in attendance.  “Kids Night! Kids In The Kitchen” was offered on five individual evenings, offering 150 children an evening cooking adventure with the opportunity to learn easy, fun, and tasty treats that can be made at home. Each evening offered a new theme.  Celebrated “Parks Make Lives Better” with a free Ice Cream Social. Approximately 250 individuals were in attendance for the summertime fun.
 Hosted five events created especially for families and their canines: Dog Days of Summer, Halloween Yappy Hour & Costume Contest, Walk A Hound & Lose A Pound, Bone Appetit – Date With Your Doggie at Wicked Cow Upland with a percentage of proceeds donated to Friends of Upland Animal Shelter, and Doga (dog and owner yoga)  Kids Swap Meet had 79 children in attendance for a chance to make some extra summer money by selling games, toys, and hand-crafted items during the three-hour summer event.  Little Chef’s Cooking Classes – Staff facilitated 4 sessions per quarter and gave instruction on a variety of recipes such as Quiche Toast Cups, Zucchini Garlic Bites with Homemade Ranch Dressing, Homemade Pop Tarts, Mini Apple Galette, Pumpkin Coffee Cake, Broccoli Cheese Bombs, Nutella Croissant Rings, Peperoni Pizza Roses, and Magic Marshmallow Rolls.  Virtual Bingo – developed during COVID, this event has continued to take off with over 200 participants throughout the year.
 Take & Make Crafts – children had 4 seasonal opportunities to receive crafting supplies to enjoy at home.
 VolunTeen – teens had approximately 90 opportunities to volunteer for various programs and events, including City Council meetings.
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 Trips and Tours – brought back by popular demand, this program offers safe transportation to a variety of places where participants may spend the day enjoying food and sights with themes such as Danish Days in Solvang, Apple Days in Julian, Crazy over Carlsbad, Holiday Harbor Cruise In Long Beach, Giddy at the Getty, Santa Barbara Orchid Adventure, Spring Has Sprung At Carlsbad Ranch, Leavening Lights At 123 Farm, Pageant of the Masters, Indio International Tamale Festival, and Enchanted Forest Of Lights At Descanso Gardens.  Classes via Contract Instructor – a variety of classes were offered for residents including youth cooking, adult fitness, youth and adult languages, and youth dance.  Butterflies in May – this program provides a hands-on science learning opportunity for children with an anticipated 175 participants this year.
 Lettuce Grow a Garden – this program gives children the opportunity to learn about growing their own nutritious food conducted in partnership with the Public Works division. Approximately 35 participants are anticipated to participate.  May Fitness Month – staff continues to provide opportunities focused on fitness and health including helpful tips on social media and various mini-events. “Walking Wednesdays” are scheduled to take place with approximately 30 weekly participants.  “May The 4th Be With You” Movie Night will be offered inside Magnolia Park to encourage family fun in a City park.

The Gibson Senior Center offered a multitude of services and activities for seniors including:
 The Gibson Gazette – this newly revamped newsletter is distributed to seniors monthly and provides helpful resources and information about upcoming activities and events. Circulation of 400.
 Health & Wellness Fair – this fair included flu shots, COVID vaccinations, health-related resources and vendors, and a BBQ lunch for seniors. There were approximately 260 attendees.  Senior Dinner Events – these themed-events featured a delicious dinner for seniors with entertainment and a beautiful table setting for a lively night out with friends. Past events included, Senior Prom, St. Patrick’s Day, Noche de Fiesta, Halloween, Thanksgiving, and Winter Wonderland. Over 800 in attendance.
 Black History Month – this newly revamped event featured an intergenerational art exhibit, poetry readings, movies, discussions, and musical performances the entire month of February.

Over 400 participants were in attendance.
 Happy Hour – this newly added monthly opportunity allows seniors to socialize and have meaningful, engaging conversations with peers. Newly added in 2023, with 3 events totaling 40 in attendance.
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 FSA Meal Program – the daily lunch program has doubled in participation. There were 10,839 in attendance.
 Gibson Monthly Birthday Program – this program recognizes and celebrates birthdays for seniors with cake, treats and social activities. Over 500 in attendance.  West End Family Counseling offers free Grief & Loss Support Groups, one-on-one Senior Counseling, and free programing for seniors with disabilities. Approximately 182 participants.  Advance Bodyworks of California provides free 15-minute chair massages once a month.

Added in 2023 with approximately 50 participants.
 Yael Steinfeld offers monthly lectures on Ayurvedic approach to holistic wellness with approximately 50 participants.
 Dr. Anthony Ratkovic offers monthly Chiropractic Wellness Lectures. Monthly lectures with approximately 90 participants.
 Dr. Gonzales M.D. offers monthly lectures on health and medicine with over 60 participants.  Mt. San Antonio Community College offers free technology, physical fitness, and special interest classes weekly. Newly added in 2023, with approximately 120 participants.  Chaffey Community College offers free English language and caregiver service classes.

Offered in 2023 with over 300 participants.
 Bingo & Fun After Fifty (FAF) – this event provides weekly engagement for seniors to meet others while enjoying Bingo and winning prizes. Over 1500 participants.  Game Socials and Clubs – seasonal games for seniors to build on their socialization and to reinforce cognitive skills in a safe and friendly setting. Games included Puzzles, Bunko, Mexican Train, and Loteria with over 600 in attendance.  Billiard Tournaments – monthly tournaments with prizes, added in 2023 with over 1000 participants.
 Senior Book Club – monthly opportunity for seniors to meet with peers to discuss their thoughts on each book. Added in 2023 with approximately 31 in attendance.  Movie Madness – newly improved program offering movie and fresh popcorn showings twice a month year-round. Approximately 135 participants.

The Recreation and Community Services Division prides itself in the many continued partnerships with internal departments and in the community including:
 The Upland Veteran’s Monument Committee for the annual Veteran’s Day event. 099 Page 465 of 624

 Staff assisted the Upland Community Foundation by facilitating the installation, care, and removal of Military Banners throughout the City.
 The Upland-Foothill Kiwanis assisted staff in facilitating the Spring Egg Hunt Adventure series, Breakfast with Santa, and other activities/events hosted at the Gibson Senior Center.  Continued Partnership with Upland High School’s Boys and Girls Cross Country Team for the Annual Turkey Trot 5K.
 The City of Upland transitioned from using Racewire to Runsignup for 5k Registrations and partnered with a new timing company for all races.
 Continued partnership with the Human Resources department hosting the service awards ceremony and health fair.
 Continued partnership with the Public Works department/Water Conservation division hosting events and activities for youth & adults.

100 Page 466 of 624

ADMINISTRATIVE SERVICES
2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED
1301 FINANCE
Personnel 601,350$ 597,250$ 819,340$ 798,280$ 890,050$ 940,670$ Maintenance & Operations 639,780 840,780 1,106,280 1,217,330 1,024,270 1,034,470 Capital Outlay - - - - - - TOTAL FINANCE 1,241,130$ 1,438,030$ 1,925,620$ 2,015,610$ 1,914,320$ 1,975,140$ 1302 MAIL/PRINTING SERVICES
Personnel -$ -$ -$ -$ -$ -$ Maintenance & Operations 43,850 57,090 65,890 65,890 64,780 66,220 Capital Outlay - - - - - - TOTAL MAIL/PRINTING SERVICES 43,850$ 57,090$ 65,890$ 65,890$ 64,780$ 66,220$ 1504 NON-DEPARTMENTAL
Personnel 37,640$ 23,250$ (1,577,230)$ (1,809,160)$ (1,514,870)$ (1,657,700)$ Maintenance & Operations 3,723,750 4,545,280 3,995,340 3,906,470 3,731,600 3,050,110 Capital Outlay - - - - - - TOTAL NON-DEPARTMENTAL 3,761,390$ 4,568,530$ 2,418,110$ 2,097,310$ 2,216,730$ 1,392,410$ 1510/4401 LIBRARY
Personnel 57,090$ -$ -$ -$ -$ -$ Maintenance & Operations 1,750,550 1,930,470 2,012,530 2,012,530 2,070,350 2,121,000 Capital Outlay 2,080 - - - - - TOTAL LIBRARY 1,809,720$ 1,930,470$ 2,012,530$ 2,012,530$ 2,070,350$ 2,121,000$ 1601 HUMAN RESOURCES
Personnel 189,620$ 184,090$ 333,650$ 333,650$ 369,980$ 396,490$ Maintenance & Operations 219,970 280,860 369,080 389,080 427,800 442,170 Capital Outlay - - - - - - TOTAL HUMAN RESOURCES 409,590$ 464,950$ 702,730$ 722,730$ 797,780$ 838,660$ 4201 RECREATION ADMINISTRATION
Personnel 497,340$ 606,110$ 963,640$ 1,023,640$ 702,150$ 712,640$ Maintenance & Operations 410,870 530,050 665,160 673,260 667,860 684,830 Capital Outlay - - - - - - TOTAL RECREATION ADMINISTRATION 908,210$ 1,136,160$ 1,628,800$ 1,696,900$ 1,370,010$ 1,397,470$ 4202 RECREATION CLASSES
Personnel 6,570$ 65,330$ 65,480$ 65,480$ 109,730$ 116,870$ Maintenance & Operations 122,840 153,840 201,800 201,800 213,100 219,470 Capital Outlay - - - - - - TOTAL RECREATION CLASSES 129,410$ 219,170$ 267,280$ 267,280$ 322,830$ 336,340$ 4203 RECREATION FACILITIES
Personnel 2,740$ 29,640$ 58,580$ 58,580$ 97,780$ 103,520$ Maintenance & Operations 252,730 281,370 311,730 328,230 517,380 480,170 Capital Outlay - - - - - - TOTAL RECREATION FACILITIES 255,470$ 311,010$ 370,310$ 386,810$ 615,160$ 583,690$ 4204 RECREATION PARKS
Personnel 35,190$ 57,920$ 52,160$ 52,160$ 126,870$ 133,850$ Maintenance & Operations 5,380 6,550 12,700 35,700 19,850 16,890 Capital Outlay - - - - - - TOTAL RECREATION PARKS 40,570$ 64,470$ 64,860$ 87,860$ 146,720$ 150,740$ 4205 SENIOR CENTER
Personnel 204,390$ 266,520$ 83,190$ 83,190$ 117,020$ 123,860$ Maintenance & Operations 167,840 190,610 230,060 230,060 320,650 308,490 Capital Outlay - - - - - - TOTAL SENIOR CENTER 372,230$ 457,130$ 313,250$ 313,250$ 437,670$ 432,350$ 4206 SPECIAL EVENTS
Personnel 43,040$ 40,750$ 52,230$ 52,230$ 175,210$ 183,960$ Maintenance & Operations 124,400 145,440 318,000 401,310 512,350 534,860 Capital Outlay - - - - - - TOTAL SPECIAL EVENTS 167,440$ 186,190$ 370,230$ 453,540$ 687,560$ 718,820$

CITY OF UPLAND

EXPENDITURE SUMMARY BY DIVISION
FY 2024-26 PROPOSED BUDGET
101 Page 467 of 624

ADMINISTRATIVE SERVICES
2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

CITY OF UPLAND

EXPENDITURE SUMMARY BY DIVISION
FY 2024-26 PROPOSED BUDGET
101 TOTAL GENERAL FUND
Personnel 1,674,970$ 1,870,860$ 851,040$ 658,050$ 1,073,920$ 1,054,160$ Maintenance & Operations 7,461,960 8,962,340 9,288,570 9,461,660 9,569,990 8,958,680 Capital Outlay 2,080 - - - - - TOTAL GENERAL FUND 9,139,010$ 10,833,200$ 10,139,610$ 10,119,710$ 10,643,910$ 10,012,840$ 211 TOTAL AIR QUALITY MANAGEMENT DISTRICT FUND
Personnel 6,320$ 6,540$ 4,890$ 4,890$ 5,030$ 5,500$ Maintenance & Operations 5,060 9,160 21,000 21,000 28,800 29,380 Capital Outlay - 61,550 - 245,460 40,000 120,000 Capital Improvement Project - - - - - - TOTAL AIR QLTY MGMT DISTRICT FUND 11,380$ 77,250$ 25,890$ 271,350$ 73,830$ 154,880$ 217 TOTAL OTHER GRANTS FUND
Personnel -$ -$ -$ -$ -$ -$ Maintenance & Operations - 694,840 - 1,155,640 - - Capital Outlay 121,860 115,260 - 550,000 - - TOTAL OTHER GRANTS FUND 121,860$ 810,100$ -$ 1,705,640$ -$ -$ 226 TOTAL FEDERAL GRANT-CARES ACT FUND
Personnel -$ -$ -$ -$ -$ -$ Maintenance & Operations 31,450 - - - - - Capital Outlay 14,950 - - - - - TOTAL FEDERAL GRANT-CARES ACT FUND 46,400$ -$ -$ -$ -$ -$ 229 TOTAL AMERICAN RESCUE PLAN ACT (ARPA) FUND
Personnel -$ 993,840$ 1,137,420$ 1,137,420$ 94,180$ 98,080$ Maintenance & Operations 127,880 - - 360,000 - - Capital Outlay - 43,200 178,000 294,000 - - TOTAL ARPA FUND 127,880$ 1,037,040$ 1,315,420$ 1,791,420$ 94,180$ 98,080$ 751 TOTAL SELF-FUNDED INSURANCE FUND
Personnel 236,530$ 302,060$ 277,560$ 263,560$ 409,630$ 437,230$ Maintenance & Operations 4,553,380 3,527,660 4,996,670 6,086,990 4,529,580 4,748,810 Capital Outlay - - - - - - TOTAL SELF-FUNDED INSURANCE FUND 4,789,910$ 3,829,720$ 5,274,230$ 6,350,550$ 4,939,210$ 5,186,040$ 753 TOTAL INFORMATION SYSTEMS FUND
Personnel 396,950$ 418,470$ 577,710$ 554,900$ 590,350$ 619,240$ Maintenance & Operations 1,797,990 2,207,730 2,680,470 2,717,290 2,715,280 2,835,530 Capital Outlay 185,920 721,270 50,000 70,000 147,120 145,060 TOTAL INFORMATION SYSTEMS FUND 2,380,860$ 3,347,470$ 3,308,180$ 3,342,190$ 3,452,750$ 3,599,830$ 755 TOTAL UAL & EMPLOYEE BENEFITS FUND
Personnel -$ -$ -$ -$ -$ -$ Maintenance & Operations 10,394,520 7,609,030 6,960,010 6,960,010 10,624,350 10,638,250 Capital Outlay - - - - - - TOTAL UAL & EMPLOYEE BENEFITS FUND 10,394,520$ 7,609,030$ 6,960,010$ 6,960,010$ 10,624,350$ 10,638,250$

TOTAL ADMINISTRATIVE SERVICES
Personnel 2,314,770$ 3,591,770$ 2,848,620$ 2,618,820$ 2,173,110$ 2,214,210$ Maintenance & Operations 24,372,240 23,010,760 23,946,720 26,762,590 27,468,000 27,210,650 Capital Outlay 324,810 941,280 228,000 1,159,460 187,120 265,060 TOTAL ADMINISTRATIVE SERVICES 27,011,820$ 27,543,810$ 27,023,340$ 30,540,870$ 29,828,230$ 29,689,920$ 102 Page 468 of 624

OBJECT
CODE EXPENSE CLASSIFICATION 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

PERSONNEL EXPENSE
5110 Buy Backs 16,810$ 13,240$ 31,300$ 31,300$ 31,300$ 28,000$ 5111 Salaries - Full Time 1,414,960 1,637,600 1,990,090 1,973,720 2,203,770 2,319,980 5111 Salaries - Full Time (Vacancy Allowance)(2,013,220) (2,245,150) (2,193,880) (2,340,190) 5112 Salaries - Temporary/Part Time 278,610 381,740 522,990 561,930 522,990 522,990 5113 Overtime 13,710 20,920 33,000 33,000 40,800 43,400 5114 Catastrophic Leave Pay 220 12,770 - - - - 5115 Essential Worker Premium Pay - 915,250 1,033,920 1,033,920 - - 5116 Fringe Benefits 294,000 365,450 280,230 278,300 596,700 656,360 5117 Retirement Contributions 245,100 206,920 275,960 271,450 285,420 294,180 5118 Employee LTD Costs 30,290 32,190 46,000 32,000 32,000 32,000 5119 Unfunded Annual PERS Liability - - 648,350 648,350 654,010 657,490 5133 Overtime - Sworn Police 19,310 - - - - - 5136 Fringe Benefits - Sworn Police 1,560 5,690 - - - - 5137 Retirement Contributions - Sworn Police 200 - - - - - TOTAL PERSONNEL EXPENSES 2,314,770$ 3,591,770$ 2,848,620$ 2,618,820$ 2,173,110$ 2,214,210$

MAINTENANCE & OPERATIONS
5150 OPEB Expense 277,000$ -$ -$ -$ -$ -$ 5205 Recruitment Costs - Other 2,810 3,600 8,700 5,000 5,000 5,100 5211 Postage 30,340 41,490 45,700 45,700 46,700 47,610 5212 Advertising 1,070 250 4,300 4,100 4,930 5,120 5213 Dues & Subscriptions 94,740 118,420 29,810 26,300 21,520 22,030 5215 Training/Conferences/Meetings 10,980 25,280 55,450 45,800 52,240 57,040 5216 Office Supplies 15,560 22,320 39,430 39,430 42,100 44,690 5217 Other Supplies/Materials 83,190 174,160 174,500 184,500 194,950 197,510 5218 Uniform Expense 1,300 5,440 9,080 12,210 15,640 16,150 5219 Registration/License/Permits 277,200 914,350 1,247,810 1,247,510 237,350 261,550 5220 Fuel Usage 6,360 7,260 10,300 10,020 10,320 10,560 5221 Mileage Reimbursement 50 70 1,900 1,400 1,900 1,950 5222 Print/Mail Charges 1,890 3,560 11,370 14,770 20,420 20,760 5226 Team Building Expenses - 140 1,900 3,850 4,350 4,370 5231 Office Equipment (Under 5,000)11,520 34,300 10,300 411,850 12,150 12,650 5232 Computer Equip (Under 5,000)279,860 254,210 110,000 124,000 105,000 110,100 5233 Other Equipment (Under 5,000)72,080 12,920 37,500 57,500 40,550 41,800 5234 Other Equipment Rental 79,700 85,820 105,020 119,520 201,320 209,400 5235 Copier Usage Expense 62,970 67,820 65,000 65,000 65,000 68,250 5236 Rent 1,870 2,490 18,000 3,500 4,000 4,200 5237 Utilities - Sewer - 5,540 1,000 1,000 1,100 1,200 5239 Software Subscriptions - 19,100 - 18,000 1,442,160 1,509,360 5241 Utilities - Electric 112,610 160,560 192,000 187,000 193,500 199,800 5242 Utilities - Gas 13,910 24,680 27,500 27,500 27,750 28,310 5243 Utilities - Telephone 379,260 429,750 432,800 432,800 423,130 444,500 5244 Utilities - Water - 284,090 343,770 26,320 24,920 25,880 5245 Maintenance - Building/Structure/Grounds - 40,620 - - - - 5246 Maintenance - Equipment 280 104,460 - 147,620 - - 5248 Maintenance - Other 13,730 8,200 - - - - 5251 Legal Services 177,790 125,220 120,000 222,580 242,580 247,440 5252 Professional Services 53,140 97,430 85,400 82,400 113,050 115,230 5253 Contract Services 1,743,220 2,029,730 1,977,140 2,219,190 2,171,270 2,203,250 5254 Data Processing Services 678,140 425,610 626,710 626,710 250,320 262,890 5255 Banking Services 110,030 91,030 105,410 110,410 102,160 104,050 5258 Other Services 548,000 839,330 749,230 1,829,480 863,160 881,510 5261 Books & Digital Materials 151,600 152,020 165,580 165,580 165,580 165,580 5270 IBNR Claims Expense 84,280 (1,113,880) - - - - 5271 Insurance Premium 1,658,020 2,136,100 2,421,390 2,745,620 1,756,000 1,928,880 5272 Claims Expense 2,209,980 1,971,940 2,045,000 2,695,000 2,045,000 2,085,900 5290 Late Charges 1,290 2,040 840 840 840 860 5291 Bad Debts Expense 640 - - - - - 5294 Sponsor/Contribution/Donation - 4,000 10,000 35,000 35,000 35,000 5297 Other Expenses (100) - - - - - 5299 Prior Year Expenses (4,940) (2,320) - - - - 5303 DDA/OPA 874,700 1,073,170 990,000 1,100,000 1,100,000 1,122,000

SUMMARY BY OBJECT CODE

ADMINISTRATIVE SERVICES DEPARTMENT

CITY OF UPLAND
FY 2024-26 ANNUAL BUDGET
103 Page 469 of 624

OBJECT
CODE EXPENSE CLASSIFICATION 2021-22
ACTUAL
2022-23
ACTUAL
2023-24

ADOPTED
2023-24

AMENDED
2024-25

PROPOSED
2025-26

PROPOSED

SUMMARY BY OBJECT CODE

ADMINISTRATIVE SERVICES DEPARTMENT

CITY OF UPLAND
FY 2024-26 ANNUAL BUDGET
5320 Tuition Reimbursement - - - 700 3,500 3,570 5321 Employee Incentive 20,930 27,750 45,000 45,000 94,090 95,970 5322 Health Premiums - Retirees 360,170 340,780 343,130 343,130 327,620 334,170 5323 PERS Supplement 4,730 4,830 - - - - 5325 Pension Expense - GASB 68 9,294,800 6,819,850 6,209,670 6,209,670 9,948,460 9,948,460 5326 Medical - Retirees 176,350 151,440 147,150 147,150 87,110 88,850 5327 Dental - Retirees 85,380 82,760 73,160 73,160 70,850 72,270 5328 Vision - Retirees 4,980 5,970 5,870 5,870 6,000 6,120 5329 COBRA 80 5,470 10,000 10,000 10,000 10,200 5410 ICRMA Liability Program Annual Assessment 87,690 87,690 87,700 87,700 87,700 87,700 5424 Bond Principal Payment 225,860 254,790 271,100 271,100 290,930 313,940 5425 Bond Interest Expense 245,440 629,030 597,450 597,450 564,400 530,150 5429 Residual Equity - (8,420) - - - - 5430 Closing Costs - 1,360 - - - - 5701 Information Systems Allocation Charges 402,520 440,040 770,640 770,640 568,940 594,880 5702 Fleet - Maintenance & Repair Allocation 11,620 10,400 20,660 20,660 13,750 14,390 5703 Vehicle Acquisition Allocation 250 (204,500) - - (416,000) (222,000) 5704 Building Maintenance & Operation Allocation 149,890 113,640 158,750 158,750 426,550 373,420 5705 Self Funded Liability Allocation 281,300 339,030 422,530 422,530 378,860 390,430 5706 OPEB & Employee Benefits Allocation 64,340 60,040 59,660 59,660 (410,530) (1,304,720) 5707 PERS-UAL Allocation 2,839,840 3,166,490 2,844,410 2,844,410 3,872,810 3,870,370 5999 Maintenance & Operations Allowance - - (400,000) (400,000) (500,000) (500,000) TOTAL MAINTENANCE & OPERATIONS 24,372,240$ 23,010,760$ 23,946,720$ 26,762,590$ 27,468,000$ 27,210,650$

CAPITAL OUTLAY
5527 Buildings 10,300$ -$ -$ -$ -$ -$ 5528 Improvements Other Than Buildings 126,020 158,460 - - - - 5529 Building Improvements - - 160,000 160,000 - - 5530 Machinery & Equipment 188,490 721,270 50,000 736,000 147,120 145,060 5531 Vehicles - 61,550 18,000 263,460 40,000 120,000 TOTAL CAPITAL OUTLAY 324,810$ 941,280$ 228,000$ 1,159,460$ 187,120$ 265,060$ TOTAL DEPARTMENT 27,011,820$ 27,543,810$ 27,023,340$ 30,540,870$ 29,828,230$ 29,689,920$ 104 Page 470 of 624

FUND NO.101 211 229 751 753 755
OBJECT

CODE EXPENSE CLASSIFICATION GENERAL AQMD ARPA SELF-FUNDED

INSURANCE

INFORMATION

SYSTEMS
UAL &

EMPLOYEE

BENEFITS
2024-25

PROPOSED

PERSONNEL EXPENSE
5110 Buy Backs 26,600$ -$ -$ -$ 4,700$ -$ 31,300$ 5111 Salaries - Full Time 1,430,440 3,500 70,130 271,180 428,520 - 2,203,770 5111 Salaries - Full Time (Vacancy Allowance) (2,193,880) - - - - - (2,193,880) 5112 Salaries - Temporary/Part Time 522,990 - - - - - 522,990 5113 Overtime 40,800 - - - - - 40,800 5116 Fringe Benefits 399,010 1,110 15,880 74,510 106,190 - 596,700 5117 Retirement Contributions 193,950 420 8,170 31,940 50,940 - 285,420 5118 Employee LTD Costs - - - 32,000 - - 32,000 5119 Unfunded Annual PERS Liability 654,010 - - - - - 654,010 TOTAL PERSONNEL EXPENSES 1,073,920$ 5,030$ 94,180$ 409,630$ 590,350$ -$ 2,173,110$

MAINTENANCE & OPERATIONS
5205 Recruitment Costs - Other 5,000$ -$ -$ -$ -$ -$ 5,000$ 5211 Postage 46,700 - - - - - 46,700 5212 Advertising 4,930 - - - - - 4,930 5213 Dues & Subscriptions 13,570 - - 150 5,000 2,800 21,520 5215 Training/Conferences/Meetings 46,840 - - 5,400 - - 52,240 5216 Office Supplies 41,500 - - - 600 - 42,100 5217 Other Supplies/Materials 174,850 1,000 - - 15,100 4,000 194,950 5218 Uniform Expense 15,640 - - - - - 15,640 5219 Registration/License/Permits 16,000 - - 65,000 146,350 10,000 237,350 5220 Fuel Usage 9,720 - - - 600 - 10,320 5221 Mileage Reimbursement 1,800 - - - 100 - 1,900 5222 Print/Mail Charges 20,420 - - - - - 20,420 5226 Team Building Expenses 3,850 - - - 500 - 4,350 5231 Office Equipment (Under 5,000)11,150 - - - 1,000 - 12,150 5232 Computer Equip (Under 5,000)5,000 - - - 100,000 - 105,000 5233 Other Equipment (Under 5,000)10,550 - - - 30,000 - 40,550 5234 Other Equipment Rental 148,800 - - - 52,520 - 201,320 5235 Copier Usage Expense - - - - 65,000 - 65,000 5236 Rent 4,000 - - - - - 4,000 5237 Utilities - Sewer 1,100 - - - - - 1,100 5239 Software Subscriptions 17,700 - - - 1,424,460 - 1,442,160

SUMMARY BY OBJECT CODE AND FUND

CITY OF UPLAND

ADMINISTRATIVE SERVICES DEPARTMENT
FY 2024-25 ANNUAL BUDGET
105 Page 471 of 624

FUND NO.101 211 229 751 753 755
OBJECT

CODE EXPENSE CLASSIFICATION GENERAL AQMD ARPA SELF-FUNDED

INSURANCE

INFORMATION

SYSTEMS
UAL &

EMPLOYEE

BENEFITS
2024-25

PROPOSED

SUMMARY BY OBJECT CODE AND FUND

CITY OF UPLAND

ADMINISTRATIVE SERVICES DEPARTMENT
FY 2024-25 ANNUAL BUDGET
5241 Utilities - Electric 193,500 - - - - - 193,500 5242 Utilities - Gas 27,750 - - - - - 27,750 5243 Utilities - Telephone - - - - 423,130 - 423,130 5244 Utilities - Water 24,920 - - - - - 24,920 5251 Legal Services 22,580 - - 220,000 - - 242,580 5252 Professional Services 68,050 - - - - 45,000 113,050 5253 Contract Services 2,133,650 - - - - 37,620 2,171,270 5254 Data Processing Services - - - - 250,320 - 250,320 5255 Banking Services 92,160 - - - - 10,000 102,160 5258 Other Services 565,160 - - 284,400 5,000 8,600 863,160 5261 Books & Digital Materials 165,580 - - - - - 165,580 5271 Insurance Premium - - - 1,756,000 - - 1,756,000 5272 Claims Expense - - - 2,045,000 - - 2,045,000 5290 Late Charges - - - - 840 - 840 5294 Sponsor/Contribution/Donation 35,000 - - - - - 35,000 5303 DDA/OPA 1,100,000 - - - - - 1,100,000 5320 Tuition Reimbursement 3,500 - - - - - 3,500 5321 Employee Incentive - 27,800 - - - 66,290 94,090 5322 Health Premiums - Retirees - - - - - 327,620 327,620 5325 Pension Expense - GASB 68 - - - - - 9,948,460 9,948,460 5326 Medical - Retirees - - - - - 87,110 87,110 5327 Dental - Retirees - - - - - 70,850 70,850 5328 Vision - Retirees - - - - - 6,000 6,000 5329 COBRA 10,000 - - - - - 10,000 5410 ICRMA Liability Program Annual Assessment - - - 87,700 - - 87,700 5424 Bond Principal Payment 290,930 - - - - - 290,930 5425 Bond Interest Expense 564,400 - - - - - 564,400 5429 Residual Equity - - - - - - - 5701 Information Systems Allocation Charges 526,060 - - - 42,880 - 568,940 5702 Fleet - Maintenance & Repair Allocation 11,260 - - - 2,490 - 13,750 5703 Vehicle Acquisition Allocation (416,000) - - - - - (416,000) 5704 Building Maintenance & Operation Allocation 426,550 - - - - - 426,550 5705 Self Funded Liability Allocation 378,860 - - - - - 378,860 5706 OPEB & Employee Benefits Allocation (425,900) - - 4,590 10,780 - (410,530) 106 Page 472 of 624