Upland City Council
February 10, 2025

° Up CIo�d UPLAND
fir:.A % * "The City of Gracious Uvula '

EETING OF THE CITY COUNCIL
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Bill Velto,Mayor
Rudy Zuniga, Mayor Pro Tern-District 4 Michael Blay, City Manager James Breitling, Couucilmember• District 2 Stephen P. Deitsch,City Attorney Carlos A.Garcia,Couucilmember- District 3 Keri Johnson,City Clerk Shannan Maust,Councilmember-District 1
Monday, February 10, 2025
Open session begins at 6:00 p.m.

City Council Chamber
City Hall, 460 N. Euclid Avenue
Residents may observe the City Council meetings remotely via livestream on the City website, Spectrum Cable TV Channel 3, or Frontier Cable TV Channel 26.

City of Upland Mission Statement
The City of Upland is committed to delivering superior services that meet community needs with transparency and integrity.

City of Upland Vision Statement
Upland is a safe community with historic character where residents enjoy a high quality of life.

Pages

1. CALL TO ORDER AND ROLL CALL

2. ADDITIONS-DELETIONS TO AGENDA

3. ORAL COMMUNICATIONS
This is a time for any citizen to comment on item listed on the closed session agenda only. Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. The use of visual aids will be included in the time limit.

CLOSED SESSION BEGINS AT 4:30 p.m.

4. CLOSED SESSION
a. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL - EXISTING

LITIGATION
(Paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Case Name: John Doe V. City of Upland
San Bernardino County Superior Court of California Case No. CIVSB2220905 b. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED

LITIGATION
California Government Code Section 54956.9 (d)(2) - 1 or more potential cases

5. INVOCATION
Jim Thomas, Church of Jesus Christ of Latter Day Saints

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS
Presentation of Certificates of Completion to the Upland Community Emergency Response Team (CERT)
Recognition of the Sponsors of the Hometown Holiday Parade and Faire

8. CITY ATTORNEY

9. ORAL COMMUNICATIONS
This is a time for any citizen to comment on any item listed or not listed on the agenda.

Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. Speakers will be given five (5) minutes during public hearings. The use of visual aids will be included in the time limit. Public comments and questions for the purpose of hearing current matters of concern in our community and to provide citizens a method for the public to hear those concerns in an open venue is encouraged. However, under the provisions of the Brown Act, the City Council is prohibited from discussion of items not listed on the agenda, and therefore, the City Council, City Manager, or City Attorney will take communications under advisement for consideration and appropriate response or discussion at a later time.

Individuals who demonstrate disruptive conduct during City Council meetings that prevent the City Council from conducting its meeting in an orderly manner are guilty of a misdemeanor as stated in PC403, disrupting a public meeting, and are subject to removal from the chamber or arrest.

CAMPAIGN CONTRIBUTION DISCLOSURE: Pursuant Gov. Code § 84308, any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $500 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made.

10. CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine and will be enacted by one vote. There will be no separate discussion of these items unless members of the legislative body request specific items be removed from the Consent Calendar for separate action.

Recommended Action:

Approve the Consent Calendar
a. APPROVAL OF MINUTES 8

Recommended Action:

Approve the Regular Meeting Minutes of January 27, 2025. (Staff Person: Keri Johnson)
b. CONSIDER ADOPTING A RESOLUTION AMENDING THE POLICIES AND 13

PROCEDURES RELATIVE TO CITY COMMITTEES APPOINTED TO ADVISE

THE COUNCIL
CEQA: Not a Project.

Recommended Action:

Adopt a Resolution amending the policies and procedures relative to the establishment and operation of commissions, committees, boards, and authorities appointed to advise the Council. (Staff Person: Keri Johnson) c. ANNUAL COMPREHENSIVE FINANCIAL REPORT AND RELATED REPORTS 29 FOR THE FISCAL YEAR ENDED JUNE 30, 2024
CEQA: Not a Project.

Recommended Action:

Receive and file the Annual Comprehensive Financial Report (ACFR), the Auditor's Communication with Those Charged with Governance, the Auditor's Report on Internal Control over Financial Reporting and Compliance and Other Matters, and the Independent Accountants' Report of Agreed-Upon Procedures Applied to Appropriations Limit Worksheets for the Fiscal Year ended June 30, 2024. (Staff Person: Stephen Parker)
d. CONSIDER ADOPTING A RESOLUTION OPPOSING THE SOUTH COAST AIR 222 QUALITY DISTRICT PROPOSED RULES 1111 AND 1121
CEQA: Not a Project.

Recommended Action:

Adopt a Resolution Opposing South Coast Air Quality Management District Proposed Rules 1111 (Reduction of NOx Emissions from Natural Gas-Fired Furnaces) and 1121 (Reduction of NOx Emissions from Small Natural Gas-Fired Water Heaters) due to potential financial impacts on homeowners, renters, and businesses. (Staff Person: Michael Blay)
e. CONSIDER APPROVAL OF PROFESSIONAL SERVICES AGREEMENT FOR 226

THE PREPARATION OF A WATER AND RECYCLED WATER RATE STUDY CEQA: Not a Project.

Recommended Action:

Approve a professional services agreement with Raftelis Financial Consultants Inc. in the amount of $100,120 for the preparation of the 2025 Water and Recycled Water Rate Study; and authorize the City Manager to execute the agreement. (Staff Person: Chris Alanis)
f. CONSIDER APPROVAL OF PROFESSIONAL SERVICES AGREEMENT FOR 269

THE PREPARATION OF A WASTEWATER RATE STUDY
CEQA: Not a Project.

Recommended Action:

Approve a professional services agreement to Raftelis Financial Consultants, Inc. in the amount of$58,520 for the preparation of a comprehensive wastewater rate study; and authorize the City Manager to execute the agreement. (Staff Person:

Chris Alanis)
g. CONSIDER APPROVAL TO SET A HEARING FOR ANNUAL PARCEL FEES TO 310

BE PLACED ON THE SAN BERNARDINO COUNTY TAX ROLL AND

AUTHORIZATION TO MAIL NOTIFICATION POSTCARDS
CEQA: Not a Project.

Recommended Action:

Approve setting a Public Hearing on May 12, 2025, to place all parcel fees for Wastewater (Sewer), Solid Waste (Trash), and Storm Drain on the property tax roll for billing and authorize staff to mail notification postcards to affected property owners 45 days in advance of the public hearing. Placing the fees on the tax roll is an administrative function only. These actions do not increase or alter the current billing amounts. (Staff Person: Chris Alanis)
h. CONSIDER SETTING A PUBLIC HEARING DATE AND AUTHORIZE MAILING 312 OF PROPOSITION 218 NOTICES FOR ESTABLISHMENT OF A SOLID WASTE

FRANCHISE FEE
CEQA: Not a Project.

Recommended Action:

Approve setting a Public Hearing on April 28, 2025, for the Solid Waste Enterprise Program rate adjustments; and authorize staff to mail Proposition 218 notices to all affected property owners at least 45 days prior to the public hearing to inform them of the proposed rate adjustments. These recommendations do not alter the solid waste rates. This portion of the 218 administrative process allows a full discussion and presentation at the public hearing. (Staff Person: Chris Alanis) i. CONSIDER APPROVING THE NOTICE OF COMPLETION FOR THE POLICE 314

DEPARTMENT'S MEN'S & WOMEN'S LOCKER REPLACEMENT PROJECT CEQA: Determined to be categorically exempt from further environmental review pursuant to Section 15301(c).

Recommended Action:

Approve the work; authorize the City Manager or his designee to record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for the Police Department's (PD) Men's & Women's Locker Replacement Project. (Staff Person: Chris Alanis)
j. CONSIDER APPROVING THE NOTICE OF COMPLETION FOR THE BALDY 316

VIEW DOG PARK IMPROVEMENT PROJECT
CEQA: Determined to be categorically exempt from further environmental review pursuant to Section 15301(c) (Existing Facilities), of the CEQA guidelines.

Recommended Action:

Approve the work; authorize the City Manager or designee to record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for the Baldy View Dog Park Project. (Staff Person: Chris Alanis)

k. CONSIDER APPROVAL OF CHANGE ORDER NO. 1 FOR PROJECT NO. 318 82350
UPLAND PUBLIC LIBRARY-HVAC REPLACEMENT PROJECT (BID NO. 2024- 10)
CEQA: Determined to be categorically exempt from further environmental review pursuant to Section 15301 (Existing Facilities) of the CEQA guidelines.

Recommended Action:

Approve Change Order No. 1 for Project No. 82350, Upland Public Library-HVAC Replacement Project with Eco Green Vision, LLC., in the amount of $80,000. (Staff Person: Chris Alanis)
I. CONSIDER APPROVAL OF A BUDGET ADJUSTMENT FOR STAFF 322

AUGMENTATION
CEQA: Not a Project.

Recommended Action:

Approve a net zero budget adjustment in the amount of $132,654 for staff augmentation and authorize the City Manager to execute the budget amendment. (Staff Person: Robert Dalquest)
m. CONSIDER APPROVAL TO REAPPROPRIATE $8,030 IN AMERICAN RESCUE 325

PLAN ACT FUNDS FOR THE SANTA FE DEPOT BUILDING PATIO ROOF

PROJECT
CEQA: Not a Project.

Recommended Action:

Reappropriate $8,030 of unused American Rescue Plan Act funds for the Santa Fe Depot Patio Roof Project from the following completed projects: 1) $100 from the Downtown Small Business Rehab Program; 2) $4,787.62 from the Micro- Retail Resiliency Program; 3) $2.127.11 from the Small Business Rental Assistance Program; and 4) $1,015.27 from the Downtown Parklets Project; and adopt a Resolution approving an interdepartmental Memorandum of Understanding between the City Manager's Office and the Development Services Department to obligate American Rescue Plan Act funds in the total amount of $8,030 towards the Santa Fe Depot Patio Roof Project. (Staff Person: Robert Dalquest)
n. CONSIDER ADOPTING A RESOLUTION FOR THE 2025 WEED ABATEMENT 333

PROGRAM
CEQA: Not a Project.

Recommended Action:

Adopt a Resolution declaring unmaintained weeds, grasses, vegetation, and dead or dying combustible debris a public nuisance and authorize staff to begin the 2025 Annual Weed Abatement Program. (Staff Person: Robert Dalquest) o. CONSIDER APPROVAL OF A 2024 MILLS ACT CONTRACT FOR AN 337 HISTORIC PROPERTY LOCATED AT 506 N. EIGHTH AVENUE
CEQA: Determined to be Exempt pursuant to Section 15061(b)(3)

Recommended Action:

Approve the Mills Act contract for one historic property located at 506 N. Eighth Avenue and authorize the City Manager to execute the documents. (Staff Person:

Robert Dalquest)
p. CONSIDER APPROVAL OF A FIRST AMENDMENT TO THE LEASE 355 AGREEMENT WITH TESLA INC. FOR CITY OWNED SITE LOCATED AT THE CORNER OF 15TH STREET AND 6TH AVENUE
CEQA: Determine to be Exempt.

Recommended Action:

Approve the First Amendment to the Lease Agreement between the City of Upland and Tesla Inc. for a 35,000 square foot area within a City-owned site that is 4.31 acres in size located at the northwest corner of 15th Street and 6th Avenue (APN: 1045-081-40 & 55); authorize the City Manager to execute the First Amendment to the Lease; and determine that the First Amendment to the Lease is exempt from the California Environmental Quality Act (CEQA) pursuant to Guidelines Section 15061(B)(3) and 15311; and direct staff to file a Notice of Exemption pursuant to the California Environmental Quality Act. (Staff Person:

Robert Dalquest)

11. PUBLIC HEARINGS

12. COUNCIL COMMITTEE REPORTS
a. COUNCIL REPORTS ON REGIONAL COMMITTEE MEETING, TRAINING, OR

CONFERENCE ATTENDANCE
Councilmembers will provide oral reports on any meetings, trainings, or conferences they attended on behalf of the City. This item is for information only.

13. BUSINESS ITEMS

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, February 24, 2025.

NOTE: If you challenge the public hearing(s) or the related environmental determinations in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City of Upland, at, or prior to, the public hearing.

All Agenda items and back-up materials are available for public review at the Upland Public Library, at 450 North Euclid Avenue, the City Clerk's Office at 460 North Euclid Avenue and the City website at www.uplandca.gov .

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].

To access written transcription during the meeting, please click this link:

https://attend.wordly.ai/join/LVGO-0906 . Then choose language and click attend to read the transcript on your device.

On February 5, 2025 a true and correct copy of this agenda was posted on the bulletin boards at 450 N. Euclid Avenue (Upland Public Library) and 460 N. Euclid Avenue (Upland City Hall), and the City website at www.uplandca.gov

MINUTES OF THE REGULAR MEETING OF THE UPLAND CITY COUNCIL January 27, 2025
6:00 p.m.

City Council Chamber
City Hall, 460 N. Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga
Staff Present: City Manager Michael Blay, Assistant City Attorney Thomas Rice, Management Analyst Jamie Davidson

1. CALL TO ORDER AND ROLL CALL
The regular meeting of the Upland City Council was called to order by Mayor Bill Velto at 5:02 p.m. in the Council Chamber of the Upland City Hall.

2. ADDITIONS-DELETIONS TO AGENDA
None.

3. ORAL COMMUNICATIONS
None.

CLOSED SESSION - 5:00 p.m.

4. CLOSED SESSION
At 5:03 p.m. Mayor Velto announced that the City Council would recess to Closed Session pursuant to Government Code
a. CLOSED SESSION CONFERENCE WITH REAL PROPERTY NEGOTIATORS California Government Code Section 54956.8
Property: Assessor Parcel Number: 2525 E. Riverside Drive, Ontario, CA (Whispering Lakes Golf Course) and 2200 E Philadelphia Street, Ontario, CA (Ontario Soccer Park) (0113-281-13 and 0113-281-15
City Negotiators: City Manager Michael Blay
Negotiating Party: City of Ontario
Under Negotiation: Price and terms of payment
The Council reconvened in Open Session at 6:00 p.m.

5. INVOCATION
Mike Ingram, Christian Science Faith
1

6. PLEDGE OF ALLEGIANCE
Led by Boy Scout Troop 601

7. PRESENTATIONS
San Bernardino County Foster Program update by Diane Smyers of CASA of San Bernardino County

8. CITY ATTORNEY
Assistant City Attorney Rice announced the City Council received a report on Closed Session Item 4a and there was no reportable action.

9. ORAL COMMUNICATIONS
Pastor Newson, Upland, invited the Council to an upcoming prayer event.

Julie De Pasquale, Upland, commented on the needs of homeless people.

Jessica Perez, Upland, stated issues that she had with Upland Police Department issuing parking tickets in her neighborhood and responses to calls for service.

Kathryn Battino, spoke regarding parking problems in her neighborhood.

Ralph Cavallo, thanked the City for trimming the trees on Euclid Avenue prior to the windstorm.

10. CONSENT CALENDAR
Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of January 13, 2025. b. CONSIDER RATIFYING AN APPOINTMENT TO THE PUBLIC WORKS

COMMITTEE
Ratify the appointment of Michael Miller to the Public Works Committee, term to expire in December 2026.
c. CONSIDER RATIFYING AN APPOINTMENT TO THE LIBRARY BOARD OF

TRUSTEES
Ratify the Mayor's appointment of Jessica Tancredi to the Library Board, term to expire June 30, 2026.
d. DESIGNATION OF A DELEGATE TO REPRESENT THE CITY AT THE

SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS GENERAL

ASSEMBLY MEETING
2

Appoint Councilmember James Breitling as the delegate to represent the City of Upland at the Southern California Association of Governments (SCAG) General Assembly meeting on May 1, 2025.
e. TREASURER'S REPORT DECEMBER 2024
Receive and file the December 2024 Treasurer's Report.
f. CONSIDER APPROVAL OF DECEMBER WARRANT AND PAYROLL

REGISTERS
Approve the December warrant registers (check numbers 50905 — 51280 and direct disbursements totaling $9,367,264.93) and payroll registers totaling $1,966,287.76 (check numbers 164048 - 164062 and electronic fund transfers 51977 — 52547).
g. CONSIDER ADOPTING A RESOLUTION TO EXECUTE AND FILE

APPLICATION FOR EMERGENCY FINANCIAL ASSISTANCE AND GRANT

PROGRAMS WITH CALOES
Adopt Resolution No. 6816 to execute an application on behalf of the City of Upland and to file it with the California Governor's Office of Emergency Services. h. CONSIDER APPROVAL OF AN ENCROACHMENT LICENSE AGREEMENT FOR CUP 99-03 (WALGREENS), LOCATED AT 1241 WEST FOOTHILL

BOULEVARD
Approve the Encroachment License Agreement for Conditional Use Permit 99-03 located at 1241 W. Foothill Boulevard; and authorize the City Manager, or his designee, to execute the agreement.

CONSIDER ADOPTING A RESOLUTION ESTABLISHING CITYWIDE SPEED

LIMITS AND RECEIVE AND FILE THE CITYWIDE ENGINEERING AND

TRAFFIC SPEED SURVEY
Receive and file the 2024 Citywide Engineering and Traffic Speed Survey and adopt Resolution No. 6817 establishing citywide speed limits covering 57 road segments.
j. CONSIDER APPROVAL OF ELECTRIC BILL AGREEMENT BETWEEN SAN

BERNARDINO COUNTY FIRE PROTECTION DISTRICT AND THE CITY OF UPLAND
Approve the Electric Bill Agreement for Fire Station 163 between the San Bernardino County Fire Protection District and the City of Upland; and authorize the City Manager to execute the Agreement.
k. CONSIDER APPROVAL OF FIRST AMENDMENT TO PROFESSIONAL

SERVICES AGREEMENT AND A PURCHASE ORDER INCREASE FOR

ELIZABETH DALEY PROJECT MANAGEMENT
Approve the First Amendment to the professional services agreement with Elizabeth Daley for project management services and approve a corresponding purchase order increase; and authorize the City Manager to execute the amendment.
3

CONSIDER APPROVAL OF AN INCREASE TO THE PURCHASE ORDER WITH KSM ELECTRIC IN THE AMOUNT OF $23,000
Approve a $23,000 increase to Purchase Order No. 20250096, for a total purchase order amount of $53,000, to pay for additional electrical services for Water Facility Improvements.
m. CONSIDER ACCEPTING THE NOTICE OF COMPLETION FOR ARROW

HIGHWAY PAVEMENT REHABILITATION AND UTILITY
Accept the work; authorize the City Manager or designee to record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for the Arrow Highway Pavement Rehabilitation and Utility Improvements Project. n. CONSIDER AWARD OF BID FOR PROJECT NO. 92105, 92106 & 92107, RESERVOIR R-10, R-11, R-12A& R-13A OVERFLOW AIR GAP INSTALLATION PROJECT (BID NO. 2024-14)
Approve the plans and specifications for Project No. 92105, 92106 & 92107, Reservoir R-10, R-11, R-12A & R-13A Overflow Air Gap Installation; award a construction contract to RE Chaffee Construction, Inc. in the amount of $126,950 (Base bid amount plus additive item #4), approve a construction contingency in the amount of $33,050 for a total amount of $160,000; and authorize the City Manager to execute the agreement and any future amendments within the City Manager's authority.

11. PUBLIC HEARINGS

12. COUNCIL COMMITTEE REPORTS
a. COUNCIL REPORTS ON REGIONAL COMMITTEE MEETING, TRAINING, OR

CONFERENCE ATTENDANCE
No reports.
b. PUBLIC WORKS COMMITTEE MEETING, JANUARY 14, 2025
Committee Chairperson Breitling provided a recap of the meeting.

13. BUSINESS ITEMS
a. DISCUSSION REGARDING CITY COMMITTEES APPOINTED TO ADVISE THE

COUNCIL
City Manager Blay presented the staff report.

There was discussion regarding the elimination of the Parks, Arts, Recreation and Community Services Committee and the meeting schedule of committees.

The City Council directed staff to bring back a Resolution dissolving the Parks, Arts, Recreation, and Community Services Advisory Committee, shifting their responsibilities to the Public Works Committee; and adjusting the schedule of the Economic Development Committee to avoid meetings that would coincide with the Labor Day Holiday.
b. UPDATE ON THE DRAFT REGIONAL NATIONAL POLLUTANT DISCHARGE

ELIMINATION SYSTEM PERMIT NEGOTIATION
4

Interim Public Works Director Alanis introduced Arlen Chun San Bernardino County Engineering Manager, who presented the staff report along with a PowerPoint presentation.

There was discussion regarding the costs associated with the program, implementation, and actions being taken by the County to address the issues and costs.

Interim Director Alanis and Environmental Quality Compliance Program Manager deMoet answered questions posed by the Council.

This was an information item only; no action was necessary.

14. COUNCIL COMMUNICATIONS
Councilmembers announced various activities and events throughout the community.

15. CITY MANAGER
City Manager Blay thanked the Public Works Department for their work during the recent windstorm.

16. ADJOURNMENT
At 7:30 p.m., Mayor Velto adjourned the meeting. The next regularly scheduled City Council meeting is Monday, February 10, 2025.

Keri Johnson, City Clerk
5

4,atrpl� CITY FUPLAND
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DATE: February 10,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:KERI JOHNSON,CITY CLERK
SUBJECT: CONSIDER ADOPTING A RESOLUTION AMENDING THE POLICIES AND PROCEDURES

RELATIVE TO CITY COMMITTEES APPOINTED TO ADVISE THE COUNCIL RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution amending the policies and procedures relative to the establishment and operation of commissions,committees,boards,and authorities appointed to advise the Council.

GOAL STATEMENT
The proposed action supports the City's goal to provide opportunities for the citizenry to participate in local government through service on various Commissions, Committees,Boards, and Authorities; and to conduct regular meetings in an efficient and transparent manner.

BACKGROUND
At the January 27,2025 City Council meeting the Council reviewed and discussed the city committees that advise the City Council. At the conclusion of the discussion the Council directed staff to dissolve the Parks, Arts, Recreation, and Community Services Committee and consolidate their duties with the Public Works Committee. Additionally, they directed staff to change the quarterly schedule of the Economic Development Committee to avoid the regularly scheduled meeting falling on the Labor Day Holiday.

ISSUES AND ANALYSIS
The Resolution has been prepared for adoption by the Council.

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

FISCAL IMPACTS
There is no fiscal impact associated with this action. However,the reduction of committee meetings allows for the reallocation of staff time and resources to other priorities.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UPLAND

AMENDING THE POLICIES AND PROCEDURES RELATIVE TO THE

ESTABLISHMENT AND OPERATION OF COMMISSIONS,

COMMITTEES, BOARDS, AND AUTHORITIES APPOINTED TO

ADVISE THE CITY COUNCIL
Whereas, the use of citizen Commissions, Committees, Boards, and Authorities to advise the City Council on issues of public concern is an efficient and effective means of involving citizens in policy development; and
Whereas, Chapter 2.16 and Section 2.20.030 of the Upland Municipal Code provides that the City Council shall by resolution, establish a process for the screening of individuals desiring to serve as City Commission, Committee, Boards or Authority members; and Whereas, the effective use of these Commissions, Committees, Boards, and Authorities is furthered by clear guidelines governing their creation and operation; and Whereas, the City Council adopted Resolution No. 4331 which established guidelines governing the creation and operation of established Commissions, Committees, Boards and Authorities; and
Whereas, from time to time there is a need to eliminate or amend the established rules governing the operation and creation of Commissions, Committees, Boards, and Authorities, which was the basis for the adoption of Resolution Nos. 5786, 6038, 6270, 6397, 6504, 6539, 6581, 6583, 6608, a6681, and 6704 ; and
Whereas, the City desires to provide a fair and equitable manner by which citizens are appointed to City Commissions, Committees, Boards, and Authorities, which is free of undue influence, but which advances the authority provided by Government Code Section 40605; and
Whereas, the City Council may establish standing committees of the legislative body to provide an opportunity for fact finding prior to consideration by the entire Council; and Whereas, the City Council established the Recreation Committee by Resolution No. 4839 on June 9, 1997, and rescinded previously adopted Resolution Nos. 2600, 3324, 3626, 4212 and 4474 and amended Resolution Nos. 4331 and 5007; and Whereas, the City Council later amended the composition of the Recreation Committee with Resolution No. 5007, dated February 8, 1999, adding two School Board Members to the Committee; and
Whereas, the City Council added the Finance & Economic Development Committee, Police & Fire Committee, and Public Works Committee with Resolution No. 5290, dated December 10, 2001; and
Whereas, the City Council amended the Standing Legislative Committees by Resolution No. 6539 to include Economic Development Committee, Finance Committee, Police & Fire Committee, and Public Works Committee; and
Whereas, the Council amended, by Resolution No. 6581, the Economic Development Committee, Finance Committee and Public Works Committee to include five citizen advisory members; and

Whereas, the City Council established, by Resolution No. 6583, the Environmental Sustainability Advisory Committee and the Parks, Arts, Recreation, and Community Services (PARCS) Advisory Committee and dissolved the Traffic Safety Advisory Committee; and Whereas, the City Council amended, by Resolution No. 6608, the Finance Committee Membership to include the City Treasurer without restriction; and Whereas, the City Council amended, by Resolution No. 6681 the process for selection of new Planning Commissioners to fill vacancies; and
Whereas, the City Council by Resolution No. 6704 consolidated certain City Commissions, Committees, Boards, and Authorities; and
Whereas, the City Council now desires to dissolve the Parks, Arts, Recreation and Community Services Advisory Committee and consolidate their duties with the Public Works Committee; and
Whereas, the City Council now desires to change the quarterly meeting schedule of the Economic Development Committee to avoid regular meetings coinciding with the Labor Day Holiday.

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

Section 1. The City Council hereby amends the established guidelines and policies governing Commissions, Committees, Boards and Authorities of the City ("Guidelines and Policies") attached hereto and incorporated herein by reference, including the changes set forth in sections 2, 3, 4, 5, and 6 of this Resolution, and further including by incorporating, by reference, all prior actions taken by the City Council to eliminate or modify Commissions, Committees, Board, and Authorities to the extent they are not inconsistent with the attached Guidelines and Policies.

Section 2. The City Council hereby amends the Guidelines and Policies by dissolving and eliminating the Parks, Arts, Recreation, and Community Services (PARCS) Advisory Committee.

Section 3. The Council hereby amends the Guidelines and Policies by consolidating the duties of the Parks, Arts, Recreation, and Community Services (PARCS) Advisory Committee with the Public Works Committee.

Section 4. The City Council hereby amends the Guidelines and Policies by changing the quarterly schedule of the Economic Development Committee to the first Monday of February, May, August, and November.

Section 5. The City Council hereby amends the Guidelines and Policies by reducing the number of members on the Parks, Arts, Recreation, and Community Services (PARCS) Advisory Committee members to five and changing the meeting frequency to quarterly. In order to reduce the membership to five, each Councilmember shall nominate only one individual to serve on the Committee.

Section 6. 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 7. Certification. The City Clerk shall certify the adoption of this Resolution and enter it into the book of original resolutions.

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

PASSED, APPROVED and ADOPTED this 10th day of February, 2025.

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 February, 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

GUIDELINES AND POLICIES GOVERNING
COMMISSIONS, COMMITTEES, BOARDS, AND AUTHORITIES.

SECTION 1. CREATION OF COMMISSIONS, COMMITTEES, BOARDS, AND AUTHORITIES The Upland City Council shall have the power from time to time by resolution to create such Commissions, Committees, Boards, and Authorities which are necessary or deemed advisable by the Council to carry out the governmental functions of the City in the manner reflecting the best interest of its citizens. The number of members to each Commission, Committee, Board, and/or Authority shall unless otherwise required by law, correspond to the number of members of the appointing body as authorized by law. Each active member of the Upland City Council shall have an appointee on each Commission, Committee, Board and/or Authority. Each appointee shall be a citizen nominated by the Mayor or Councilmember, respectively, and approved by a majority vote of the City Council and appointed by the Mayor.

SECTION 2. DEFINITION
"Commission" shall be any group established pursuant to the Upland Municipal Code. "Committee" shall be any group of individuals which shall have any ongoing charge from the City Council and which are formed by resolution. "Committee" shall not include Committees composed solely of elected officials. "Board" shall be any group formed pursuant to State law providing for same. "Authority" shall be any group formed pursuant to State law providing for same. "Standing Legislative Committee" shall include committees comprised of elected officials who will review operational concerns prior to official council action.

SECTION 3. APPLICABILITY
The provisions of this resolution shall apply to all Commissions, Committees, Boards, and Authorities hereafter created by resolution of the City Council and to existing Commissions, Committees, Boards, and Authorities as identified on the attachments hereto. The provisions of this resolution shall supersede any minute motion or resolution of any prior City Council of Upland which is in conflict with the provisions of this document. Insofar as possible, the provisions of this resolution shall govern the operation and creation of Commissions, Committees, Boards, and Authorities appointed by the City Council except in those instances where the provisions of this resolution conflict with provisions of State or Federal law.

SECTION 4. APPOINTMENT AND APPLICATION PROCESS
The City Clerk shall maintain a roster of individuals who expressed interest in serving on City Commissions, Committees, Boards, and Authorities, who may be nominated by a serving member of the City Council, and who have completed an application form in a manner established or approved by the City Council. Said application shall indicate among other things, the Commission, Committee, Board, or Authority on which said individual is interested in serving. Any application filed shall be valid for a period of three (3) years. Incumbent Commission, Committee, Board, or Authority members shall submit an application prior to the end of their term if they would like to be considered for reappointment. Members of the City Council shall make appointments from this roster.

SECTION 5. SELECTION AND APPOINTMENT
Members of the City Council requiring representation on a particular Commission, Committee, Board, or Authority shall review the list of applicants and submit a nominee to the City Clerk.

Councilmembers will give consideration to candidates who reside in their respective district.

If a Councilmember cannot find a suitable candidate to nominate from the Councilmember's respective district, the Councilmember may nominate a candidate from a different district at

that Councilmember's discretion. The City Clerk shall place nominations before the City Council for its review and approval as and when necessary.

For selections made by the Mayor and ratified by the City Council, the Mayor shall review the list of applicants and submit a nominee to the City Clerk. The City Clerk shall place the nominations before the City Council for its review and approval as and when necessary.

In appointing Planning Commissioners, whenever there is a vacancy on the Planning Commission, the City Council shall form a temporary ad hoc committee which shall consist of the Mayor (or another Councilmember appointed by the Mayor) and the Mayor Pro Tern (or another Councilmember appointed by the Mayor). The ad hoc committee may call upon individuals to advise the committee. The committee advisors may include, but are not limited to, the Chair of the Planning Commission (or other Planning Commissioner designated by the Mayor if the Chair is seeking re-appointment) and the Development Services Director. The committee advisors shall have no voting power during the selection process. The ad hoc committee meetings shall not be subject to the Brown Act. However, at the Mayor's discretion, the ad hoc committee meetings where candidate interviews are conducted may voluntarily be conducted open to the public, while the rating and discussion of candidates may be closed to the public. Each City Councilmember may recommend at least one applicant from their District for an interview by the ad hoc committee. Once a Planning Commissioner vacancy is filled by the Mayor's appointment and the City Council's ratification, the ad hoc committee shall disband.

Appointments to standing legislative committees (Economic Development, Finance Committee, and Public Works Committee) are made by the Mayor biannually to coincide with elections and may be reviewed and reassigned annually or as needed. The Public Works Committee, will also include five advisory members, one advisory member appointed by each Councilmember.

SECTION 6. TERMS OF COMMISSION, COMMITTEES, BOARDS, AND AUTHORITIES For Council nominated appointments the term of each Commission, Committee, Board, and Authority member shall coincide with the holding of office by the nominating member of the City Council, unless otherwise prescribed by resolution creating the Commission, Committee, Board, or Authority.

For appointments made by the Mayor, the term shall be as outlined in the creation of the Commission, Committee, Board, or Authority.

No Commission, Committee, Board, or Authority member shall serve for more than two (2) consecutive terms on any individual Committee, Commission, Board, or Authority without the approval of the City Council by an affirmative 4/5ths vote.

SECTION 7. REMOVAL FROM COMMISSION, COMMITTEES, BOARDS, AND AUTHORITIES Any Committee, Commission, Board, or Authority member may be removed from office during their unexpired term upon vote of the City Council, when in the sole discretion of the Council said removal is deemed appropriate. If the request for removal is from the appointing Councilmember, removal of the appointee will require a majority vote of the Council. Any request for removal from any member of the Council other than the nominating Councilmember will require a 4/5 vote of the Council. Notwithstanding the foregoing, if the appointee's nominating Councilmember is no longer a part of the Upland City Council or Mayor, that appointee shall be deemed to have automatically resigned the seat they hold upon the filling of the City Council vacancy.

SECTION 8. RESIDENCY OF COMMISSION, COMMITTEE, BOARD, AND AUTHORITY

MEMBERS
In order to be appointed to a Commission, Committee, Board, or Authority, a prospective appointee must be a resident of the City of Upland and must remain in residence throughout the term of their appointment, unless a member is appointed by another entity. This provision may be waived upon an affirmative 4/5ths vote of the Council.

SECTION 9. CHAIRPERSON SELECTION
With the exception of the Planning Commission, the Library Board, and the Personnel Board of Review, the member appointed by the Mayor to any Commission, Committee, Board, and/or Authority shall serve as the Chairperson of that body. With regard to the Planning Commission, the Library Board, and the Personnel Board of Review, the members of said bodies shall select, nominate, and appoint by majority consensus, a sitting member of the Body to the position of Chairperson. The term of the Chairperson shall be for 2 years. No Chairperson shall serve for more than two (2) consecutive terms without the approval of the City Council by an affirmative 4/5ths vote.

SECTION 10. POSTING REQUIRED
The City Clerk shall, before December 315t of each year, develop a listing of all scheduled vacancies on City Commissions, Committees, Boards, and/or Authorities expected during the next twelve (12) months. In addition to the requirement of the Government Code, said list shall be posted at City buildings and other locations as may be designated from time to time by City Council resolution, for a period of thirty (30) days and announced at a Council meeting in December. Said listing shall advise interested parties to obtain application forms and related materials at the City Clerk's office. In addition, the City Clerk shall publish said list in the city newsletter seeking applications from interested parties and listing scheduled vacancies during the same thirty (30) day period. Unscheduled vacancies shall be advertised in accordance with the Government Code and posted at the same location as scheduled vacancies.

SECTION 11. DUTIES
The Commissions, Committees, Boards, and Authorities established by the Council shall perform such duties and have such powers as may be established from time to time by the Council.

SECTION 12. ATTENDANCE
In any case where a Commission, Committee, Board, and/or Authority member has missed three (3) regularly scheduled meetings in a twelve (12) month period without notifying the Chair of said Commission, Committee, Board, and/or Authority in advance of said meeting, the City Clerk shall contact the Commission, Committee, Board, and/or Authority member with a request to provide the reasons therefore, which shall be forwarded to the City Council.

SECTION 13. OPEN MEETINGS
All Commission, Committee, Board, and Authority meetings, except those meetings specifically exempted herein, shall be conducted pursuant to the provisions of the Ralph M.

Brown Act and the City Clerk shall maintain a copy of all agendas and minutes of all meetings.

BUILDING APPEALS BOARD

PURPOSE
To determine the suitability of alternate materials and methods of construction and to provide reasonable interpretations of the Uniform Building Code, Uniform Mechanical Code, Uniform Plumbing Code, the Uniform Housing Code, Uniform Code for the Abatement of Dangerous Buildings, National Electric Code, and the Seismic Hazards Reduction Ordinance.

MEMBERSHIP
5 Members Total
Selected from the following classifications:
a. Architect or Engineer
b. Attorney
c. Contractor - Electrical, Mechanical, Plumbing or General

LENGTH OF TERM/FREQUENCY OF MEETINGS
4 Year Term / Meetings are scheduled as needed as appeals are received.

No member may serve more than two full consecutive terms, unless approved by a 4/5ths vote of the Council

SELECTION PROCESS
• The City Clerk causes a request for volunteers to be posted • Using the criteria for membership, the Building Official determines if applicants are qualified and passes all qualified candidates to the City Clerk • Each member of the City Council shall submit their nomination from the list of qualified candidates to the City Clerk for consideration at a Council meeting

CODE REFERENCES
Resolution 4107
Resolution 2725
Ordinance 1882
(effective July 27, 1992)

CITY COUNCIL ADVISORY COMMITTEE

PURPOSE
Review of any matters which may be referred to the Committee from time to time. If so directed, the City Council Advisory Committee will be responsible for performing an analysis and present recommendations to the City Council.

Annually review applications for Community Development Block Grant funds, conduct hearings to determine the most effective use of the grant funds and provide recommendations to the City Council.

MEMBERSHIP
5 Members Total
Nominated by Councilmembers

LENGTH OF TERM/FREQUENCY OF MEETINGS
• 4 year terms to coincide with the terms of Mayor and Councilmember making nomination
• No applicant may serve more than two full consecutive terms, unless approved by a 4/5ths vote of the Council
• Meets quarterly, the first Wednesday of March, June, September, and December • Special meetings held from January through April, on an as needed basis to review Community Development Block Grant Applications.

SELECTION PROCESS
Each member of the City Council shall submit their nomination to the City Clerk for consideration at a Council meeting.

CODE REFERENCE
• Ordinance 1812, 10/8/2006
• Ordinance 1428, Section 2, 6/20/88
• Ordinance 1416, Section 1, 12/21/87
• Ordinance 1563, Section 1, 10/26/72
• Council Minutes 7/3/72

LIBRARY BOARD

PURPOSE
The Upland Public Library serves the community by providing materials and staff assistance for meeting the informal and educational needs of the library users.

MEMBERSHIP
5 Citizens at Large
1 Council Liaison (advisory)
1 Friends of the Library Liaison (advisory)

LENGTH OF TERMS/FREQUENCY OF MEETINGS
• 3 Year Term
• Meetings held the second Wednesday of the month, except the month of August. • No applicant shall serve more than two full consecutive terms, unless approved by a 4/5ths vote of the Council

SELECTION PROCESS
Mayor shall appoint with Council ratification

CODE REFERENCES
UMC Section 2.28.010
California Library laws, Education Code 1990
Ordinance No. 99

PURPOSE
This Committee shall act in an advisory capacity in matters pertaining to parklands, trails, rccr ational programs, youth and scnior scrviccs, cultural arts programs, and special cvcnts throughout thc City.

MEMBERSHIP
5 Mcmbcrs Total
Nominated by Councilmembcrs (onc scnior liaison member and one youth liaison mcmbcr to be designated annually by thc committee)

LENGTH OF TERM
• �l y ar tcrms to coincidc with thc tcrms of Mayor and Councilmcmbcr making nomination
4/5ths votc of the Council

MEETINGS
Meetings held the first Tuesday of February, May, August, and November.

SELECTION PROCESS
Each mcmbcr of the City Council shall submit their nomination to the City Clerk for consideration at a Council meeting.

CODE REFERENCE
'-Resolution No. 6583
Council Minutes 4/26/21

PERSONNEL BOARD OF REVIEW

PURPOSE
The functions of the board shall be to hear appeals as provided by this part and by rule, except matters pertaining to the meet and confer process.

MEMBERSHIP
3 Members Total
1 Alternate Member

LENGTH OF TERM/FREQUENCY OF MEETINGS
• 4 Year Term
• No applicant shall serve more than two full consecutive terms, unless approved by a 4/5ths vote of the Council
• On call by the Human Resources Manager

SELECTION PROCESS
• 1 member - Council appointment shall be made by the Mayor, with Council ratification
• 1 member - Employee Associations submits name(s) and Council selects appointment
• 1 member agreed upon by Council and Employee Associations • 1 alternate member agreed upon by Council and Employee Associations

CODE REFERENCE
UMC Section 2.36.160
Ordinance 1566
Ordinance 1494
Minute Action 5/31/1945

PLANNING COMMISSION

PURPOSE
The powers and duties of the Planning Commission shall be to:

1. Prepare, periodically review, and revise, as necessary the General Plan

2. Annually review the Capital Improvement Program of the City and the local public works projects of other local agencies for their consistency with the General Plan

3. Perform other functions as the City Council provides

4. Perform such other land use-related functions pursuant to State laws pertaining to conservation, planning, and zoning as the council may direct or provide

5. Serve as the Airport Land Use Committee, applying the procedures and findings set forth in the Municipal Code in regards to all processes relating to a request for an implementation/land use compatibility decision, preparation, adoption and amendment to the Comprehensive Airport Land Use Plan of the City of Upland conforming to requirements set forth in Public Utilities Section 21670.1

6. Serve as the Historic Preservation Committee as outlined in the Upland Municipal Code

MEMBERSHIP
7 Members Total
Airport Land Use Committee consists of:
7 Planning Commissioners
2 ALUC members (possess expertise in aviation)

LENGTH OF TERM/FREQUENCY OF MEETINGS
• 4 year terms
• No applicant may serve more than two full consecutive terms, unless approved by a 4/5ths vote of the Council
• Once a month, 4th Wednesday
• Commissioners receive $100 compensation per meeting (not to exceed $200 per month)

SELECTION PROCESS
• The City Clerk causes a request for volunteers to be posted • Mayor (or Mayor designee) and Mayor Pro Tern (or Mayor designee) shall comprise an ad hoc committee and shall interview applicants. The ad hoc committee may call upon advisors such as, but not limited to, the Planning Commission Chair (or designee selected by the Mayor if the Chair is seeking re-appointment) and the Development Services Director.
• The ad hoc committee shall recommend at least one candidate per opening to the Mayor for ratification by the City Council.
• Once a candidate is appointed by the Mayor and ratified by the City Council, the ad hoc committee shall disband.
• Airport Land Use Commissioners - Mayor shall appoint with Council ratification.

CODE REFERENCE
UMC Chapter 17.43.030 Resolution 4697
Resolution No. 6681 Ordinance 1202
Resolution 6397 Ordinance 415
Resolution 6270

ECONOMIC DEVELOPMENT COMMITTEE

PURPOSE
The function of the Committee is to provide an opportunity for review and fact finding relative to significant projects, programs, or activities in economic development operations prior to consideration by the entire Council.

MEMBERSHIP
2 City Council Members
1 Upland Chamber Member - advisory member only

LENGTH OF TERM/FREQUENCY OF MEETINGS
• Appointments may coincide with elections biannually or be reviewed and reassigned annually as desired by the Mayor
• Meets quarterly, the first Monday of March, June, September, and December February, May, August, and November.

SELECTION PROCESS
Council Members on all Standing Legislative Committees are appointed by the Mayor.

The Chamber of Commerce shall submit their nomination to the City Clerk for ratification at a Council meeting.

CODE REFERENCE
UMC Section 2.16.010
Ordinance No. 1913
Resolution No. 6583
Resolution No. 6581
Resolution No. 6397
Resolution No. 5290
Upland City Council Minutes, 12/01/2001

PUBLIC WORKS COMMITTEE

PURPOSE
The function of the Committee is to provide an opportunity for review and fact finding relative to significant projects, programs, or activities in Public Works operations prior to consideration by the entire Council.

This Committee shall act in an advisory capacity on issues pertaining to environmental impacts, sustainability practices, and legislative mandates that impact the environmental health and the well-being of the City of Upland and its residents. The Committee will collaborate on environmental matters to promote environmental sustainability within the community. The Committee will make recommendations in regard to community clean-ups, beautification campaigns, Earth Day events, public outreach, and education on issues including recycling, storm water pollution, water conservation and sustainability practices.

This Committee shall act in an advisory capacity in matters pertaining to parklands, trails, recreational programs, youth and senior services, cultural arts programs, and special events throughout the City
The Citizen Advisory Members of this Committee shall study and review the proposed Urban Forestry Management Plan and make appropriate recommendation to Council and staff regarding the matters contained therein; to provide an avenue for citizens to appeal special circumstantial tree problems (i.e., tree removals, street tree designations, spraying for fruit insects); and shall review tree removal and other policies, as well as handle any and all citizen appeals regarding tree matters under Upland Municipal Code Chapter 12.26. Said appeals shall be heard by the citizen members of the Committee only (i.e., not the serving City Council members, who shall take no part in such appeals).

MEMBERSHIP
2 City Council Members
5 Citizens - advisory members

LENGTH OF TERM/FREQUENCY OF MEETINGS
• Appointments may coincide with elections biannually or be reviewed and reassigned annually as desired by the Mayor
• Meets quarterly, the 2nd Tuesday of January, April, July, and October

SELECTION PROCESS
Council Members on all Standing Legislative Committees are appointed by the Mayor.

Citizens at Large - Each member of the City Council shall submit their nomination to the City Clerk for ratification at a Council meeting.

CODE REFERENCE
UMC Section 2.16.010
Resolution No. 6583
Resolution No. 6581
Resolution No. 5290
Upland City Council Minutes, 12/01/2001

FINANCE COMMITTEE

PURPOSE
The Committee shall be responsible for reviewing matters pertaining to the finances of the City. This may include reviewing warrants and registers, financial statements, investment reports, the City's annual independent audit, City fees and service charges, and operating budgets

MEMBERSHIP
2 City Council Members
City Treasurer
Finance Officer - advisory only (staff)

LENGTH OF TERM/FREQUENCY OF MEETINGS
• Appointments may coincide with elections biannually or be reviewed and reassigned annually as desired by the Mayor with the exception of the Finance Officer • Meets quarterly, the 4th Wednesday of January, April, July, and October

SELECTION PROCESS
The City Treasurer is an established elected position and shall review and provide input on the quarterly investment reports.

Council Members on all Standing Legislative Committees are appointed by the Mayor.

CODE REFERENCE
UMC Section 2.16.010
Resolution No. 6608
Resolution No. 6583
Resolution No. 6581
Resolution No. 6397
Resolution No. 6394 (Investment Policy)

4��a �p19� CITY UPLAND
�5, _�� "The City of Gracious Living"
CltIFOBS

1. Stall(kr°ill
DATE: February 10,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: ANNUAL COMPREHENSIVE FINANCIAL REPORT AND RELATED REPORTS FOR THE FISCAL YEAR ENDED JUNE 30,2024
RECOMMENDED ACTION:

It is recommended that the City Council receive and file the Annual Comprehensive Financial Report(ACFR), the Auditor's Communication with Those Charged with Governance, the Auditor's Report on Internal Control over Financial Reporting and Compliance and Other Matters, and the Independent Accountants' Report of Agreed-Upon Procedures Applied to Appropriations Limit Worksheets for the Fiscal Year ended June 30,2024.

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

BACKGROUND
Each year,the Finance Division is responsible for the preparation of the ACFR following an independent audit. The ACFR presents a summary of financial position and financial transactions for Fiscal Year 2023-24.

The ACFR has been prepared by the Administrative Services Department in conformity with generally accepted accounting principles.This report includes all funds and entities that are within the control of the City.

ISSUES AND ANALYSIS
The ACFR is organized into three sections: 1) the Introductory Section includes the letter of transmittal, the City's organizational chart and a list of principal officials for the Fiscal Year ended June 30,2024;2)the Financial Section includes the independent auditor's report, management's discussion and analysis, the basic financial statement and supplementary financial information; 3)the Statistical Section includes information on financial trends,revenue and debt capacity,demographic,economic and operating information for multiple years. To gain an initial understanding of the report,the reader is directed to the letter of transmittal and management's discussion and analysis.

The firm of Van Lant& Fankhanel, LLP, Certified Public Accountants, has conducted an independent audit of the financial statements of the City of Upland for the Fiscal Year ended June 30,2024, and has issued an"unqualified" opinion thereon. An "unqualified" opinion is the highest rating possible and means that the auditors believe the financial statements of the City fairly present, in all material aspects,the fmancial position and changes in financial position and cash flows for the City for the year ended June 30, 2024, in conformance with generally accepted accounting principles. In addition to their report on the City's financial statements,the independent auditors have also issued three other required reports and letter to the City Council: 1) Auditor Communications Letter; 2) Report on Internal Controls Over Financial Reporting and On Compliance and Other Matters; and 3)Report on Agreed-Upon Procedures relating to the calculation of the City's appropriations limit for the year ended June 30,2024.

The first letter is a direct communication between the auditors and the governing body and advises the City Council of certain significant matters related to the audit, such as the most sensitive estimates and disclosures included in the financial statements, as well as whether they encountered any difficulties in dealing with management or had any disagreements with management. The auditors noted no such difficulties or disagreements during the course of their audit.

The second letter indicates the auditors discovered no deficiencies in internal control that they considered to be a material weakness or significant deficiency.

The final item is the Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets for the Year Ended June 30, 2024. The auditors noted no issues in reviewing staff's calculation of the appropriations limit for Fiscal Year 2023-24.

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

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

city o 'Up(And, Cdifoxnia
Annual Comprehensive
Financial Report
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Fiscal Year Ended
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CITY OF UPLAND, CALIFORNIA

ANNUAL COMPREHENSIVE FINANCIAL REPORT
Year Ended June 30, 2024
Prepared by
Finance Division

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City of Upland
Annual Comprehensive Financial Report
Year Ended June 30, 2024

TABLE OF CONTENTS
Page

INTRODUCTORY SECTION
Letter of Transmittal i - iv
List of City Officials v
Organizational Chart vi
GFOA Certificate of Achievement for Excellence in Financial Reporting vii

FINANCIAL SECTION
Independent Auditor's Report 1 -3
Management's Discussion &Analysis 4- 12
Basic Financial Statements
Government-wide Financial Statements:

Statement of Net Position 15
Statement of Activities 16- 17
Fund Financial Statements:

Balance Sheet- Governmental Funds 18
Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position 19 Statement of Revenues, Expenditures and Changes in Fund Balances-Governmental Funds 20 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities 21 Statement of Net Position - Proprietary Funds 22 Statement of Revenues, Expenses and Changes in Net Position - Proprietary Funds 23 Statement of Cash Flows- Proprietary Funds 24 Statement of Net Position - Fiduciary Funds 25 Statement of Changes in Net Position- Fiduciary Funds 26 Notes to Financial Statements 27-65
Required Supplementary Information
Schedule of Revenues, Expenditures and Changes in Fund Balances- Budget and Actual:

General Fund 67
Housing Special Revenue Fund 68
ARPA Special Revenue Fund 69
Notes to Required Supplementary Information 70 Schedule of Changes in the Net Pension Liability—Miscellaneous Plan 72-73 Schedule of Changes in the Net Pension Liability—Safety Plan 74 Schedule of the City's Proportionate Share of the Net Pension Liability 75 Schedule of Contributions 76-77
Schedule of Changes in the Net OPEB Liability and Related Ratios 78-79 Supplementary Information
Non-major Governmental Funds: 82-83
Combining Balance Sheet 84-87
Combining Statement of Revenues, Expenditures and Changes in Fund Balances 88-91 Budgetary Comparison Schedules for Non-major Funds:

Gas Tax 92
Home Program 93

City of Upland
Annual Comprehensive Financial Report
Year Ended June 30, 2024
TABLE OF CONTENTS -Continued
Page
Supplementary Information -Continued
CalHome Program 94
Community Development Block Grant 95
Measure I 96
Air Quality Management District 97
Parking and Business Improvement 98
SB 509 Public Safety Augmentation 99
Asset Forfeiture 100
Public Safety Grants 101
Other Grants 102
CARES Act 103
Fire DIF 104
Police DIF 105
Quimby Fees 106
General DIF 107
Storm Drain DIF 108
Street and Traffic Facility DIF 109
General Capital Projects 110
Street&Alley Repair 111
Park DIF 112
Internal Service Funds: 114
Combining Statement of Net Position 115 Combining Statement of Revenues, Expenses, and Changes in Net Position 116 Combining Statement of Cash Flows 117
Custodial Funds: 119- 120
Combining Statement of Fiduciary Net Position 122 - 124 Combining Statement of Changes in Fiduciary Net Position 126- 128

STATISTICAL SECTION
Net Position by Component 132- 133
Changes in Net Position 134- 137
Fund Balances of Governmental Funds 138- 139 Changes in Fund Balances of Governmental Funds 140- 141 Assessed Value and Estimated Actual Value of Taxable Property by Major Type 142- 143 Water Sales by User Type 144
Direct and Overlapping Property Tax Rates 146- 147 Principal Property Tax Payers 148
Principal Water Purchasers 149
Property Tax Levies and Collections 150
Ratios of Outstanding Debt by Type 152- 153
Direct and Overlapping Bond Debt 154
Legal Debt Margin Information 156- 157 Pledged Revenue Coverage 158- 159
Demographic and Economic Statistics 160
Principal Employers 161
Full-time Equivalent City Government Employees by Function 162 Capital Asset Statistics by Function 164- 165 Operating Indicators by Function 166- 167

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INTRODUCTORY SECTION

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' pF Up°L
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January 31,2025
To the Honorable Mayor,Members of the City Council and Citizens of the City of Upland, California:

The Annual Comprehensive Financial Report of the City of Upland, California for the fiscal year ended June 30, 2024 is hereby submitted.

The Annual Comprehensive Financial Report (ACFR) is prepared in accordance with generally accepted accounting principles as promulgated by the Government Accounting Standards Board (GASB). GASB has primary responsibility for determining current accounting and financial reporting standards for activities and transactions of state and local government entities. Responsibility for both the accuracy of the data, and the completeness and fairness of the presentation, including all disclosures, rests with the City. To the best of our knowledge, the data enclosed is accurate in all material aspects; it is presented in a manner designed to fairly set forth the financial position and results of operations of the City as measured by the financial activity of its various funds; and all disclosures necessary to enable the reader to gain the maximum understanding of the City's financial activities have been included. For a more detailed discussion and analysis of the City's financial performance, refer to Management's Discussion and Analysis on page 4.

The Scope of the Annual Comprehensive Financial Report
In accordance with Generally Accepted Accounting Principles(GAAP),the ACFR combines the financial statements of the City of Upland together with the Successor Agency to the former Upland Community Redevelopment Agency (UCRA), the Upland Public Financing Authority (Authority) and the City of Upland Financing Authority (Financing Authority). Although the Successor Agency to UCRA and the Authority are legally separate from the City,the City has certain responsibilities with respect to the fiscal accountability of those entities.

The City of Upland
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 15.2 square miles. It has an estimated population of 78,699 people as of July 2023.

It was the year of 1882 when brothers, George and W.B. Chaffey, arrived in California from Canada seeking a new place for a colony. The wide stretch of green against the foothills was lush and fertile, and they had found that for which they were looking. After acquiring the land,they used wise and long-range planning which facilitated giving Upland its unique characteristics. Upland's wide, main, thorough way named Euclid Avenue (which the Chaffey's named after the "Father" of geometry) is still an attraction and the envy of many. Upland was incorporated on May 15, 1906 and utilizes a Council-Manager form of government. The City provides a wide range of traditional municipal and public enterprise services.

City of Upland q ,
460 North Euclid Avenue,Upland,CA 91786-4732•(909)931-4100•Fax(909)931-4123•TDD(900)735-2929• www.Api . d:cd.�t5',{ 37 7

Services Provided by the City of Upland
Municipal Services Public Enterprise Services
General Administrative Support Water Utility
Public Safety Solid Waste Utility
Highways and Streets Sewer Utility
Public Improvements
Planning and Zoning
Development Services and Housing
Library and Cultural
Recreation and Parks
The City Council consists of a directly elected Mayor and City Treasurer,and four Council members elected by residents in their respective districts. Council terms are four years. Elections are held every two years at which time either the Mayor, City Treasurer and one Council member, or three Council members are elected. The City Council appoints a City Manager to administer the affairs of the City, as well as a City Attorney. A listing of names of officials of the City of Upland and a City organization chart are included in the Introductory Section of this ACFR.

Officials responsible for City financial administration are the City Treasurer, City Manager, and the Assistant City Manager. The City Treasurer is elected by the community at large to a four-year term. The City Treasurer is the custodian of all City funds. The Assistant City Manager is appointed by the City Manager and is responsible for establishing and maintaining the general accounting system for the City, auditing and approving for payment of all demands or charges upon the City.

Local Economy
The United States' economy is estimated to have grown by 2.7% in,2024 compared to the same quarter a year ago largely due to consumers making and spending more. The City of Upland saw a growth in its sales tax revenues, which climbed by 15.5% in FY 2023/24. The increase is primarily due to a full year from the City's newest auto dealership which opened in late 2022, as well as significant one-time money from the correction of underreporting in the prior year.

The federal government's approval of the American Rescue Plan Act (ARPA) in March 2021 provided Upland with$15.2 million, and a unique opportunity to invest in the community. During FY 2023/24, the City spent $4.8 million on public safety enhancements,upgraded technology systems, park improvements and infrastructure projects. All ARPA funding must be fully expended no later than December 31, 2026.

Since June 2022,the Federal Reserve(Fed) embarked on an unprecedented string of interest rate increases to counter the inflation that peaked at 9.1%. Inflation eased with the year-over-year Consumer Price Index (CPI)rising 2.4%in September 2024 due to a decline in gasoline prices and a stabilization of home prices.

Conversely, the labor market is beginning to experience a cooling. With a 1% rate decrease in fall 2024, the U.S. economy continues to expand at a solid pace, especially compared to other developed economies.

In June 2021, the City Council adopted a pension funding policy, which was revised in December 2021.

City Council will continue to make intentional efforts to address its pension liability,including setting aside funds to contribute to the City's Section 115 Pension Trust as called for in the pension funding policy, and making additional discretionary payments to CalPERS beyond those required by actuarial valuations.

In June 2024,the City Council adopted a resolution reaffirming a General Fund Reserve Policy,which was originally adopted June 2021. The reserve policy establishes an economic uncertainty reserve of 25%and ii

an emergency disaster contingency reserve. When those are fully funded, any year-end operating surplus will go to the pension stabilization reserve (45%), infrastructure improvement reserve (30%), building replacement reserve (15%) and general plan update reserve (5%), with the remaining 5% set aside as unassigned. This intentional setting aside of funds ensures that money is available to address needs both in the present and the future.

The City's fiscal health continues to outperform expectations thanks to strong growth in sales tax and property tax revenue. The General Fund's cash and fund balance in FY 2023/24 exceeds amounts in FY 2022/23, and the City Council continues to build up reserves in accordance with the General Fund Reserve Policy. Strong sales tax and property tax revenues are expected to garner similar revenue results in FY 2024/25.

However, the City still faces significant challenges. Service levels in a number of areas do not meet the standards our residents expect and deserve, and years of deferred maintenance are taking their toll on City infrastructure and facilities. With CalPERS' -6.1%return for FY 2021/22 and the corresponding increase of over$40 million in pension liability,the City will be faced with significant increases in required pension payments beginning in FY 2024/25. These additional payments will put a strain on City finances. Funds prudently set aside in the Section 115 Pension Trust provide an essential pool of reserves that may be needed in the near future.

Financial Controls
Management of the City is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft, or misuse and to ensure that adequate accounting data is compiled to allow for the preparation of financial statements in conformity with GAAP. The internal control structure is designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: 1) the cost of a control should not exceed the benefits likely to be derived; and 2) the valuation of costs and benefits require estimates and judgments by management.

Budgetary Controls
The City's budget policy provides for an orderly process that allows for the adoption of the annual budget by June 30 of each year. The City maintains a budget control system to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City Council. The legal level of budgetary control, that is, the level at which expenditures cannot exceed appropriations, is the fund level within the General Fund, Special Revenue and Capital Projects Funds. For budgeting purposes,the General Fund is composed of several departments while all other budgeted funds are each considered to be a single department. The City maintains an encumbrance accounting system as one technique to further maintain budgetary control. Revenues are also estimated annually in the adoption of the annual budgeted. Revenues and expenditures are monitored throughout the year, with a mid-year budget provided to the City Council.

OTHER RELEVANT INFORMATION
Auditor's Opinion
Included in the Financial Section is the independent auditors' opinion, which is a significant part of the ACFR. In this report, Van Lant & Fankhanel, LLP, Certified Public Accountants, express their opinion that the financial statements are presented fairly in conformity with generally accepted accounting principles. The opinion is unmodified and therefore signifies a substantial level of achievement.

Certificate of Achievement
The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Upland for its ACFR for the fiscal year ended June 30, 2023. To receive the award, a governmental unit must publish an easily readable and efficiently organized ACFR whose contents conform to program standards, and satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe our current report conforms to the Certificate of Achievement program requirements and we are submitting it to GFOA.

Acknowledgements
Our sincere appreciation and thanks for the support of the City Council and City department staff for their continuing cooperation. Special thanks are also extended to the Finance Division staff whose dedication and perseverance resulted in producing this report.

In keeping with past practice, a copy of this ACFR will be placed on file in the City's library and sent to the City Council, City management personnel, bond rating agencies and other agencies (such as financial institutions and governments), which have expressed an interest in the financial affairs of the City of Upland. This ACFR will also be available online at www.uplandca.gov .

Respectfully submitted,
LIP
hoe. ay Stephen *4<
, PA
City i ;ger Assistant City Manager
iv

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

City of Upland
Organizational Chart
Fiscal Year 2023-24
Citizens of Upland
City Treasurer City Council
City Manager
Assistant City Manager City Attorney
Administrative Services Development Services Police Public Works •
Planning City Clerk Investigations Engineering Finance g g
t
Human Resources Building Patrol Street Maintenance Risk Management Economic Development School Resource Officer Storm Drain Maintenance Information Technology Housing Traffic Safety Facility Maintenance Recreation
Successor Agency Cadet Program Park Maintenance Library Code Enforcement Solid Waste Mangement Animal Control Fleet Management
\ Asset Forfeiture Water Utility Services
Sewer Maintenance /
vi Page 44 of 377

Government Finance Officers Association
Certificate of
Achievement
for Excellence
in Financial
Reporting
Presented to
City of Upland
California
For its Annual Comprehensive
Financial Report
For the Fiscal Year Ended
June 30, 2023
c 4lit, P- )*i t(
Executive Director/CEO
vii Page 45 of 377

FINANCIAL SECTION

Van Lant &
Fankhanel LLP
-I Certified Public Accountants E-
Independent Auditor's Report
The Honorable City Council
City of Upland, California
Opinions
We have audited the accompanying financial statements of the governmental activities, business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Upland, California (City), as of and for the year ended June 30, 2024, and the related notes to the financial statements,which collectively comprise the City's basic financial statements as listed in the table of contents.

In our opinion, based on our report and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of the governmental activities, business- type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Upland, as of June 30, 2024, and the respective changes in financial position, and, where applicable, cashflows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America.

We did not audit the financial statements of the West End Consolidated Water Company and the San Antonio Water Company, which represent 100%, 100%, and 100%, respectively, of the assets, net position, and revenues of the aggregate discretely presented component units as of December 31, 2023, and the respective changes in financial position, and where applicable, cash flows thereof for the year then ended. Those statements were audited by other auditors whose report has been furnished to us, and our opinions, insofar as it relates to the amounts included for the West End Consolidated Water Company and the San Antonio Water Company, are based solely on the report of other auditors.

Basis for Opinions
We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error or fraud.

Van Lant&Fankhanel,LLP
29970 Technology Drive. Suite 105 A
hv1urrieta. CA 92563
909 856 6879 1 Page 47 of 377

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City's ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter.

Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards and Government Auditing Standards will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the management's discussion and analysis and other required supplementary information, as listed in the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the 2 Page 48 of 377

information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Supplementary Information
Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The accompanying combining statements and budgetary schedules, as listed in the table of contents, are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining statements, as listed in the table of contents, are fairly stated, in all material respects, in relation to the basic financial statements as a whole.

Other Information
Management is responsible for the other information included in the annual report. The other information comprises the introductory and statistical sections but does not include the basic financial statements and our auditor's report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon.

In connection with our audit of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.

Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued a report date January 30, 2025, on our consideration of the City's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance.
1/041- -447t Ye,m4140111/ 11 f
January 30, 2025
Murrieta, CA
3 Page 49 of 377

Management's Discussion and Analysis
Fiscal Year Ended June 30,2024
The discussion and analysis of the City of Upland's (the City) financial performance provides an overview of the City's financial activities for the fiscal year ended June 30, 2024. It should be read in conjunction with the basic financial statements and the accompanying notes to the financial statements.

Financial Highlights
• The City's Total Net Position at the close of the fiscal year is $454.2 million; this is an increase of$18.8 million or

4.3%in comparison with the prior year.
• The City's total assets and deferred outflows increased by$6.5 million during the fiscal year. The largest change was an increase in capital assets of$13.4 million,cash and investments increased by$2.9 million,receivables and inventory decreased by$0.4 million. Other significant changes include a$9.4 million decrease in deferred outflows of resources for pensions and other post-employment benefits (OPEB) related to the differences between the employer's contributions and the employer's proportionate share of contributions. • The City's liabilities and deferred inflows decreased by $12.3 million. Significant changes from prior year balances include a decrease of$11.4 million in deferred inflows of resources for pension and OPEB related items due to a change in employer's proportion and differences; an increase of$4.3 million for noncurrent liabilities due in more than one year primarily due to a$4.3 million increase in net pension liability; a decrease in unearned revenue of$4.7 million as the City spends ARPA funds received in 2021 and 2022; a decrease of$2.0 million in deposits payable,and an increase of$1.5 million in accounts payable and other current liabilities. • As of the close of the current fiscal year, the City's governmental funds reported combined ending fund balances of $77.0 million, an increase of$3.5 million in comparison with the prior year. • As of the close of the current fiscal year, the City's enterprise funds reported combined total net position of$182.4 million, an increase of$4.8 million in comparison with the prior year. • At the end of the fiscal year, the unassigned fund balance for the General Fund was ($6.2)million. This represents an improvement of$3.2 million from the prior year. Restricted fund balance increased by$3.5 million to $7.5 million and assigned fund balance remained at zero as fund balance cannot be assigned if unassigned fund balance is negative.

Additional information can be found in footnote 1 section P and footnote 14.

Using This Annual Report
This annual report consists of a series of financial statements. The Statement of Net Position and Statement of Activities provide information about the activities of the city as a whole and present a long-term view of the City's finances. For governmental activities,these statements tell how these services were financed in the short term as well as what remains for future spending. Fund financial statements report the City's operations in more detail than the government-wide statements.

Reporting the City's Most Significant Funds
An analysis of the City's major funds begins on page 9. The fund financial statements begin on page 18 and provide detailed information about the most significant funds, not the City as a whole. Some funds are required to be established by State law, grant requirements or by bond covenants. The City Council has established many other funds to help it control and manage other monies for specific purposes. The City's two kinds of funds - governmental and proprietary -use different accounting approaches.
• Governmental funds-Most of the City's basic services are reported in governmental funds which focus on how money flows into and out of those funds, and the balances left at year-end that are available for spending. These funds are reported using an accounting method called modified accrual accounting. This method measures cash and all other 4 Page 50 of 377

financial assets that can readily be converted into cash. The governmental fund statements provide a detailed short- term view of the City's general government operations and the basic services it provides. Governmental fund information helps the reader determine whether there are more or fewer financial resources that can be used (in the future)to finance the City's programs. The difference of results in the governmental fund's statements to those in the government-wide financial statements are explained in a reconciliation schedule following the governmental funds financial statements.
• Proprietary funds - When the City charges customers for the services it provides, whether to outside customers or to other units of the City, these services are generally reported in proprietary funds. Proprietary funds are reported in the same way that all activities are reported in the Statement of Net Position and the Statement of Activities. In fact, the City's enterprise funds(a component of proprietary funds)are the same as the business-type activities that are reported in the government-wide statements but provide more detail and additional information, such as cash flows. The City uses internal service funds (the other component of proprietary funds) to report activities that provide supplies and services for the City's other programs and activities;an example of such is the City's Self-Insurance fund. The internal service funds are reported with governmental activities in the government-wide financial statements. • Fiduciary Funds—The City is responsible for other assets that,because of a trust arrangement, can be used only for the trust beneficiaries. All the City's fiduciary activities are reported in a separate Statement of Fiduciary Net Position and Statement of Changes in Fiduciary Net Position on pages 25 and 26 respectively. The City excludes these activities from the City's other financial statements because the City cannot use these assets to finance its operations. The City is responsible for ensuring the assets reported in these funds are used for their intended purposes.

Reporting the City as a Whole
The Statement of Net Position and the Statement of Activities include all the assets and liabilities using the accrual basis of accounting, similar to accounting used by most private-sector companies. All the current year's revenues and expenses are recorded regardless of when cash is received or paid. These two statements report the City's net position and changes in net position. One can think of the City's net position as one way to measure the City's financial health,or financial position.

Over time, increases or decreases in the City's net position are an indicator of whether its financial health is improving or deteriorating. There are other nonfinancial factors that should be considered to assess the overall health of the City, such as,the condition of the City's roads.

City of Upland's Total Net Position
As noted earlier, the City's combined Total Net Position is $454.2 million. The City's net position increased by $18.8 million due to an increase in assets(including deferred outflows of resources)of$6.5 million and liabilities and a decrease of deferred inflows of resources by$12.3 million. Program expenses by function,general revenues by major source,excess and/or deficiency of revenues over expenses, changes in and total net position are presented in the Statement of Activities.

The City's combined Net Position for the fiscal year ended June 30, 2024 was:
5 Page 51 of 377

Table 1
Net Position(In Millions)
Governmental Business-type
Activities Activities Total
2024 2023 2024 2023 2024 2023
Current and other assets $ 110.9 $ 111.7 $ 119.4 $ 116.1 $ 230.3 $ 227.8 Capital assets 286.6 277.7 108.3 103.8 394.9 381.5 Total assets 397.5 389.4 227.7 219.9 625.2 609.3 Deferred outflows of
resources 45.2 54.6 1.7 1.7 46.9 56.3 Long-term liabilities 123.2 123.0 37.9 33.9 161.1 156.9 Other liabilities 18.5 22.9 8.1 8.9 26.6 31.8 Total liabilities 141.7 145.9 46.0 42.8 187.7 188.7 Deferred inflows of resources 29.2 40.4 1.0 1.2 30.2 41.6 Net position:

Net investment in
capital assets 269.1 259.6 86.8 86.0 355.9 345.6 Restricted 42.0 49.1 - - 42.0 49.1 Unrestricted (39.3) (50.9) 95.6 91.6 56.3 40.7 Total net position $ 271.8 $ 257.8 $ 182.4 $ 177.6 $ 454.2 $ 435.4 6 Page 52 of 377

The City's programs for governmental activities include General Government, Public Safety, Public Works and Engineering, Development Services, and Community Services. The programs for business-type activities include Water, Solid Waste, and Sewer operations. A comparison of each program's revenue and expenses are:

Table 2
Change in Net Position
(In Millions)
Governmental Business-type
Activities Activities Total
2024 2023 2024 2023 2024 2023 Revenues
Program Revenues
Charges for services $ 14.0 $ 13.3 $ 59.6 $ 61.9 $ 73.6 $ 75.2 Operating Contributions/Grants 9.3 7.6 0.1 0.1 9.4 7.7 Capital Contributions 9.8 7.1 - - 9.8 7.1 General Revenues
Taxes
Property Taxes 21.8 20.3 - - 21.8 20.3 Sales Tax 24.6 21.3 - - 24.6 21.3 Franchise Taxes 1.5 1.5 - - 1.5 1.5 Transient Occupancy Taxes 0.4 0.3 - - 0.4 0.3 Business License
Taxes 1.3 1.2 - - 1.3 1.2
Other Taxes 0.6 0.6 - - 0.6 0.6
Investment Income 2.3 0.5 1.7 1.3 4.0 1.8 Motor Vehicle In Lieu 0.1 0.1 - - 0.1 0.1 Sale of Capital Asset - - - - - - Miscellaneous Revenues 0.1 0.1 - - 0.1 0.1 Total Revenues 85.8 73.9 61.4 63.3 147.2 137.2 Expenses
General government 7.3 3.0 - - 7.3 3.0 Public Safety 33.5 29.6 - - 33.5 29.6
Public Works 13.7 14.2 - - 13.7 14.2
Development Services 9.5 8.2 - - 9.5 8.2 Community Services 6.9 5.4 - - 6.9 5.4 Interest on long term debt 0.9 1.0 - - 0.9 1.0 Water - - 25.4 21.4 25.4 21.4 Refuse - - 18.6 17.9 18.6 17.9 Sewer - - 12.6 12.1 12.6 12.1 Total Expenses 71.8 61.4 56.6 51.4 128.4 112.8 Transfers - - - - - -
Change in Net Position 14.0 12.5 4.8 11.9 18.8 24.4 Net Position at beginning of
year 257.8 245.3 177.6 165.7 435.4 411.0 Net Position end of year $ 271.8 $ 257.8 $ 182.4 $ 177.6 $ 454.2 $ 435.4

Governmental Activities
Governmental activities'net position increased in total by$14.0 million. The City's governmental activities revenue totaled $85.8 million which is a$11.9 million increase from the prior year. Significant changes are highlighted below:
• Charges for services revenue totaled$14.0 million which is an increase of$0.7 million or 5.3%,primarily related to a $0.4 million increase in engineering and public works services revenue, $0.2 million in public safety and a$0.1 million increase in community services revenue.
• Operating grants and contributions increased by $1.7 million due to a $1.9 million increase in engineering and public works,primarily due to recognizing ARPA revenue. Public safety increased by$0.5 million,development services and community services decreased by$0.2 million and$0.5 million respectively. • Capital grants and contributions increased by $2.7 million or 38%. Most of the increase occurred in the engineering and public works department due to increases in Gas Tax, RMRA and Measure I revenues, and an increase in interest income and unrealized gain on investments.
• Property tax increased by $1.5 million over the previous year, or 7.4%, as current secured tax grew due to increased home values and transfers of ownership.
• Sales tax increased by $3.3 million or 15.5%. The increase is primarily due to a full year from the City's newest auto dealership which opened in late 2022, as well as significant one-time money from the correction of underreporting in the prior year.
• Investment income saw an increase of$2.3 million this year as a result of investments in higher interest rate fixed securities as historically low interest rate securities mature, in addition to investment increases in Local Agency Investment Fund(LAIF)and California Asset Management Pool(CAMP).

Governmental activities expenses totaled$71.8 million this year,which is a$10.4 million or 16.9%increase over the prior year. General government costs increased$4.3 million due to a change in Net Pension Liability and related deferred inflows and outflows;public safety costs increased $3.9 million; public works costs decreased $0.5 million; development services costs increased $1.3 million; community services costs increased $1.5 million; and interest on long-term debt decreased $0.1 million.
8 Page 54 of 377

Governmental Expense
$71.8 Million
Interest on long
term debt General Government

1.25% 10.17%
Community Services

9.61%
Public Safety

46.66%
Development
Services

13.23%
Engineering&
Public Works

19.08%
ki General Government • Public Safety • Engineering&Public Works • Development Services • Community Services • Interest on long term debt Business-type Activities
Total resources available during the year to finance Proprietary Fund (Business-type) activities were $182.4 million, an increase of$4.8 million or 2.7%over the net position as of June 30,2023 of$177.6 million.

As shown in the Statement of Activities,the amount paid by users for services was$59.6 million compared to$61.9 million reported in the prior year. The cost of all Proprietary (Business-type) activities increased $5.1 million this year to $56.5 million compared to $51.4 million reported last year. Significant changes are highlighted below by specific proprietary fund.

The City's Major Funds
The City's governmental funds reported a combined fund balance of $77.0 million, and its enterprise funds reported combined net position of$182.4 million. Major changes are discussed below:
• The fund balance at year-end for the City's General Fund of$17.8 million is an increase from the prior year of$8.1 million. Revenues and other financing sources increased by $12.7 million from the prior year while expenditure and other financing uses increased by $11.1 million. Sales tax revenue increased $3.3 million due to a full year from the City's newest auto dealership which opened in late 2022, as well as significant one-time money from the correction of reporting in the prior year. Investment income increased by $1.9 million as a result of investments in higher interest rate fixed securities as historically low interest rate securities mature, in addition to investment increases in Local Agency Investment Fund (LAIF) and California Asset Management Pool (CAMP). General Fund expenditures and other financing sources increased by $11.1 million to $57.8 million. The change is due to increases in all functions:
9 Page 55 of 377

$4.4 million in public safety, $1.5 million in engineering and public works, $0.6 million in community services, $0.5 million in general government,and$0.2 million in development services.The transfers to other funds increased by$3.9 million,with total funds transferred amounting to$6.5 million. The major component of that funding includes transfers of$4.8 million to fund various capital improvement projects. Another $1.7 million was transferred to internal service funds to pay for future claims, fleet, and information systems expenses. • The Housing Fund's fund balance decreased$0.5 million or 4.0%over prior year. This decrease is a result of an increase of$0.6 million in rental income, $0.3 million in investment income, and an increase in expenses of$1.9 million due to building acquisition and improvement expenses, including$1.0 million spent on acquiring additional housing units. • The ARPA Fund increased by$0.3 million,mainly due to an increase in investment income. The City received a total of$15.2 million under the American Rescue Plan Act(ARPA) funding,to date $9.8 million has been spent on various projects, including public safety enhancements, upgraded technology systems, park improvements and infrastructure projects. Total expenses for the fiscal year were $4.8 million, an increase of$1.7 million or 54.7% over the last fiscal year.ARPA monies must be fully expended by December 31,2026,except for transportation and Title I projects which much be expended by September 30,2026.
• Total Water Enterprise Fund revenues exceeded total expenses by$4.6 million. Operating revenues decreased by$3.8 million, the net result of an increase of$2.3 million due to an increase in water rates and decrease of$6.2 million in non-recurring stored water sales and miscellaneous revenue. Operating expenses increased by $3.2 million due to increased administrative costs of$0.4 million and maintenance, and operations costs increasing by$2.8 million due to increased spending in capital improvement and repair projects. Non-operating revenue decreased by a net amount of $0.6 million, due to an increase in investment income and decrease in joint venture income. • The Solid Waste Utility Fund net position decreased approximately $0.3 million or 41.0%. Charges for services were up $1.1 million due to a Consumer Price Index(CPI)rate increase. Operating expenses increased$0.7 million,which is made up of a $1.1 million increase for contractual services due to new operating agreement for trash services with Burrtec assuming residential billing,and a$0.4 million decrease in administrative costs due to corresponding reduction of in-house staffing.
• The Sewer Utility Fund net position increased by $0.5 million or 1.4%. Operating revenues increased by$0.4 million due to the increase in charges for services, and interest income increased $0.4 million as well. Operating expenses increased overall by $0.2 million primarily due to a slight increase in administrative expenses of$0.1 million, $0.5 million increase in contractual services with Inland Empire Utilities Agency, and a decrease of $0.5 million in maintenance and operations due to completion of capital improvement projects in Fiscal Year 2022/23.

General Fund Budgetary Highlights
Over the course of the year, the operating budget received several revisions. The budget amendments and supplemental appropriations approved after the beginning of the year are included in the final budget column (net of interagency transactions) on page 67 of the financial statements. Comparing the Fiscal Year 2023/24 adopted General Fund budget of $51.6 million to the final budget of$52.4 million reflects an increase of$0.8 million. Actual expenditures for the General Fund of $51.3 million were $1.0 million less than final budgeted amounts. The general government function actual expenditures were $1.4 million less than the final budgeted amount and was primarily the result of reduced spending on professional and contractual services, and other maintenance and operations expenses.

The Fiscal Year 2023/24 adopted revenue budget was approved at $52.4 million and was projected to increase by $5.3 million to $57.7 million which reflected expected increases in sales tax revenue, property tax revenue and investment income. By the end of the year, actual General Fund revenues exceeded final budgeted revenues by an additional $2.4 million. Most revenue categories exceeded the final amended budget figures which is a good sign that the economy is stabilizing after recovering from the devastation of the COVID pandemic. Revenue categories that did not meet their final adjusted expectations included property taxes and rental income. Notable increases included: sales tax which exceeded the adjusted budgeted balance by $0.4 million, charges for services by $0.3 million, franchise tax by $0.2 million, and investment income which exceeded budgeted amounts by $1.2 million. The General Fund's positive results for the year 10 Page 56 of 377

increased fund balance, allowing staff to fund reserves in compliance with the fund balance and pension funding policies approved by City Council. Fund Balance detail can be found in more detail in footnote 14 to the financial statements.

Capital Assets and Debt Administration
Capital Assets
As of June 30, 2024, the City had $394.9 million invested in a broad range of capital assets, including police vehicles, buildings, park facilities, roads, and water and sewer lines. This represents an increase (net of accumulated depreciation) of$13.4 million from the prior year. This increase is the result of increases in construction in progress and new capital assets being depreciated. Governmental activities capital assets increased by$8.9 and Business-type activities increased by $4.5 million.

Table 3
Capital Assets at Year-End
(Net of Depreciation, in Millions)
Governmental Business-type
Activities Activities Total
2024 2023 2024 2023 2024 2023
Land $ 5.1 $ 5.1 $ 3.0 $ 3.0 $ 8.1 $ 8.1 Rights of way 103.4 103.4 - - 103.4 103.4 Street trees 3.5 3.5 - - 3.5 3.5
Construction in
progress 12.2 2.5 4.3 17.0 16.5 19.5 Other capital assets 162.4 163.2 101.0 83.8 263.4 247.0 Totals $ 286.6 $ 277.7 $ 108.3 $ 103.8 $ 394.9 $ 381.5 The City's Fiscal Year 2023/24 capital budget appropriated an additional $27.0 million for capital projects,principally for 23 projects ranging from as small as $25,000 up to $2.5 million. Additional information on the City's capital assets can be found in Note 4 to the financial statements.

Long-Term Liabilities
As of June 30,2024,the City had$167.0 million in outstanding debt versus$162.7 million in the prior year. This represents an overall increase of$4.3 million. The increase is due to $2.6 million in bond and loan payable, net pension liability of $4.3 million, and$0.4 million in other long-term liabilities, offset by a net decrease of$2.5 million in claims payable and $0.5 million in OPEB liability.
11 Page 57 of 377

Table 4
Long-Term Debt at Year-End
(In Millions)
Governmental Business-type
Activities Activities Total
2024 2023 2024 2023 2024 2023 Compensated Absences $ 2.7 $ 2.3 $ 0.5 $ 0.5 $ 3.2 $ 2.8 Net OPEB
Liability/obligation 7.1 7.4 1.6 1.8 8.7 9.2 Net Pension Liability 94.3 91.0 1.0 - 95.3 91.0 Claims Payable 6.2 8.7 - - 6.2 8.7 Multifamily Housing Rev
Bonds 11.1 11.7 - - 11.1 11.7 Energy Efficiency Lease 1.8 2.0 - - 1.8 2.0 CREBS Lease Agreement 4.2 4.3 - - 4.2 4.3 Water Revenue Bonds - - 14.0 15.0 14.0 15.0 Water Refunding Bonds - - 6.5 6.5 6.5 6.5 SAWCO Loan Payable - - - 0.3 - 0.3 SWRCB Loan Payable - - 16.0 11.2 16.0 11.2 Totals $ 127.4 $ 127.4 $ 39.6 $ 35.3 $ 167.0 $ 162.7 Additional detailed information on long-term debt activity can be found in Note 5 to the financial statements. Claims payable information can be found in Note 9 to the financial statements. Calculations and information related to the OPEB liability can be found in Note 6 to the financial statements and additional Net Pension Liability information can be found in Note 10 to the financial statements.

Economic Condition and Outlook
The City of Upland's economic growth continued during Fiscal Year 2023/24. Real estate assessed values increased from the prior fiscal year by$742 million or a net taxable value increase of 6.4%. The inflation adjustment for 2024/25 will be the full 2.0% allowed by Proposition 13 as received in the prior year. The median sale price of a detached single family residential home in Upland from December 2024 was $847,500, an 8.0% increase over 2022's median price of$785,000.

As interest rates decline,housing inventory is expected to moderately increase in 2025 which will keep both home sales and prices strong. The market conditions should continue to keep property tax revenue stable in the coming year.

Sales tax revenue in Fiscal Year 2023/24 ended a significant 15.5% higher than the prior year. Compared to most San Bernardino County cities, the local economy is doing much better, but the projected future increase over prior years' revenues is slight. The latest projections by HdL predict Fiscal Year 2024/25 sales tax revenue to exceed Fiscal Year 2023/24's revenue due to a one-time sales tax adjustment.

Contacting the City's Financial Management
This financial report is designed to provide our citizens, taxpayers, customers, investors, and creditors, with a general overview of the City's finances. If you have any questions regarding this report or need additional financial information, please contact the Administrative Services Department at 460 North Euclid Avenue,Upland, CA 91785. 12 Page 58 of 377

BASIC FINANCIAL STATEMENTS
13 Page 59 of 377

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14 Page 60 of 377

City of Upland
Statement of Net Position
June 30, 2024
Component Units
West End
Consolidated San Antonio
Primary Government Water Company Water Company
Governmental Business-type December 31, December 31, Activities Activities Total 2023 2023
ASSETS
Cash and Investments $ 92,456,478 $ 34,979,362 $ 127,435,840 $ 975,118 $ 4,787,598 Receivables:

Accounts,Net 1,665,413 10,723,223 12,388,636 570,177 1,175,872 Accrued Interest 521,037 - 521,037 - - Notes,Net 8,880,246 - 8,880,246 - -
Leases 4,389,331 - 4,389,331 - -
Accrued Interest on Notes 3,143,769 - 3,143,769 - - Due From Other Governments 8,175,778 185,447 8,361,225 - - Due From Fiduciary Funds 298,968 - 298,968 - - Inventory and Prepaid Items 515,042 7,265,912 7,780,954 12,751 187,764 Internal Balances (18,497,143) 18,497,143 - - - Land Held for Resale 1,731,389 - 1,731,389 - - Restricted Assets:

Cash and Investments with Fiscal Agent - 15,501,692 15,501,692 - - Cash and Investments 7,643,250 38,672 7,681,922 - - Investment in Joint Ventures - 32,186,586 32,186,586 - - Capital Assets,Not Being Depreciated: 124,268,792 7,340,444 131,609,236 495,870 6,929,217 Capital Assets,Net of Accumulated Deprecation: 162,345,110 100,975,093 263,320,203 872,266 19,289,064 Total Assets 397,537,460 227,693,574 625,231,034 2,926,182 32,369,515

DEFERRED OUTFLOWS OF RESOURCES
OPEB Related Items 2,125,462 491,136 2,616,598 - - Pension Related Items 43,029,963 1,250,131 44,280,094 - - Total Deferred Outflows of Resources 45,155,425 1,741,267 46,896,692 - -

LIABILITIES
Accounts Payable 6,013,758 5,020,553 11,034,311 334,360 427,180 Accrued Salaries and Benefits 543,768 135,085 678,853 - - Accrued Interest Payable - 99,535 99,535 - Deposits Payable 1,631,160 594,250 2,225,410 - 2,550 Retention Payable 428,789 264,481 693,270 - - Unearned Revenue 5,722,861 322,044 6,044,905 - - Noncurrent Liabilities:

Due Within One Year 4,133,127 1,702,356 5,835,483 - - Due in More Than One Year 123,226,051 37,913,341 161,139,392 - 90,326 Total Liabilities 141,699,514 46,051,645 187,751,159 334,360 520,056

DEFERRED INFLOWS OF RESOURCES
Lease Related 4,389,331 - 4,389,331 - - Deferred Gain on Refunding - 321,730 321,730 - - OPEB Related Items 2,762,477 638,331 3,400,808 - - Pension Related Items 22,052,180 - 22,052,180 - - Total Deferred Inflows of Resources 29,203,988 960,061 30,164,049 - -

NET POSITION
Net Investment in Capital Assets 269,109,213 86,777,534 355,886,747 1,368,136 26,218,281 Restricted for:

Public Safety 3,100,464 - 3,100,464 - - Engineering and Public Works 3,903,147 - 3,903,147 - - Development Services 25,924,225 - 25,924,225 - - Community Services 9,066,089 - 9,066,089 - - Unrestricted (39,313,755) 95,645,601 56,331,846 1,223,686 5,631,178 Total Net Position $ 271,789,383 $ 182,423,135 $ 454,212,518 $ 2,591,822 $ 31,849,459 The accompanying notes are an integral part of this statement. 15 Page 61 of 377

City of Upland
Statement of Activities
Year Ended June 30, 2024
Program Revenues
Charges Operating Capital
for Grants and Grants and
Functions/Programs Expenses Services Contributions Contributions Primary Government:

Governmental Activities:

General Government $ 7,280,196 $ 281,344 $ 1,241,889 $ 693,639 Public Safety 33,472,402 1,438,661 3,261,348 364,835 Engineering and Public Works 13,757,703 1,915,037 2,535,855 8,756,222 Development Services 9,532,464 9,670,222 1,501,161 - Community Services 6,866,661 684,158 759,279 - Interest on Long-Term Debt 950,888 - - - Total Governmental Activities 71,860,314 13,989,422 9,299,532 9,814,696 Business-type Activities:

Water Utility 25,364,080 29,057,054 - - Solid Waste Utility 18,587,584 18,516,900 39,893 - Sewer Utility 12,599,689 12,005,283 - - Total Business-type Activities 56,551,353 59,579,237 39,893 - Total Primary Government $ 128,411,667 $ 73,568,659 $ 9,339,425 $ 9,814,696 Component Units:

West End Consolidated Water Company $ 714,835 $ 733,324 $ - $ - San Antonio Water Company 4,715,559 5,431,601 - - Total Component Units $ 5,430,394 $ 6,164,925 $ - $ - General Revenues:

Taxes:

Property Taxes
Sales Taxes
Franchise Taxes
Transient Occupancy Taxes
Business License Tax
Other Taxes
Motor Vehicle in-lieu
Miscellaneous Revenues
Investment Income
Transfers In/(Out)
Total General Revenues and Transfers
Change in Net Position
Net Position - Beginning
Net Position - Ending
The accompanying notes are an integral part of this statement. 16 Page 62 of 377

Net(Expense) Revenue and Changes in Net Position _ Component Units
West End
Consolidated San Antonic
Primary Government Water Company Water Company
Governmental Business-type December 31, December 31, Activities Activities Total 2023 2023
$ (5,063,324) $ - $ (5,063,324) $ - $ - (28,407,558) - (28,407,558) - -
(550,589) - (550,589) - -
1,638,919 - 1,638,919 - -
(5,423,224) - (5,423,224) - -
(950,888) - (950,888) - -
(38,756,664) - (38,756,664) - -
3,692,974 3,692,974 - -
-
(30,791) (30,791) - --
-
(594,406) (594,406) - -
-
3,067,777 3,067,777 - -
(38,756,664) 3,067,777 (35,688,887) - -
18,489 -
- 716,042
18,489 716,042
21,830,284 - 21,830,284 - -
24,592,071 - 24,592,071 - -
1,477,914 - 1,477,914 - -
424,028 - 424,028 - -
1,267,942 - 1,267,942 - -
639,134 - 639,134 - -
97,530 - 97,530 - -
72,078 - 72,078 - -
2,309,113 1,748,326 4,057,439 - 218,646
(7,700) 7,700 - - -
52,702,394 1,756,026 54,458,420 - 218,646
13,945,730 4,823,803 18,769,533 18,489 934,688 257,843,653 177,599,332 435,442,985 2,573,333 30,914,771 $ 271,789,383 $ 182,423,135 $ 454,212,518 $ 2,591,822 $ 31,849,459 17 Page 63 of 377

City of Upland
Balance Sheet
Governmental Funds
June 30, 2024
Special Revenue Non-major
General Housing ARPA Governmental Total
ASSETS
Cash and Investments $ 25,830,462 $ 4,297,941 $ 6,285,608 $ 45,529,681 $ 81,943,692 Restricted Cash 7,376,442 203,852 - 62,956 7,643,250 Receivables:

Accounts 1,249,478 281,340 - 105,116 1,635,934 Accrued Interest 521,037 - - - 521,037 Notes, net 18,331 4,809,743 - 4,052,172 8,880,246 Leases 4,389,331 - - - 4,389,331
Accrued Interest on Notes - 1,827,029 - 1,316,740 3,143,769 Due from Other Governments 5,491,149 - - 2,684,629 8,175,778 Due from Other Funds 587,675 - - - 587,675 Due from Fiduciary Funds 298,968 - - - 298,968 Inventory and Prepaid Items 135,004 - - - 135,004 Land Held for Resale - 1,731,389 - - 1,731,389 Total Assets $ 45,897,877 $ 13,151,294 $ 6,285,608 $ 53,751,294 $ 119,086,073

LIABILITIES
Accounts Payable $ 2,870,098 $ 100,203 $ 607,614 $ 1,780,113 $ 5,358,028 Accrued Salaries and Benefits 440,324 18,075 4,065 45,673 508,137 Due to Other Funds - - - 587,675 587,675 Deposits Payable 1,287,029 207,215 - 136,916 1,631,160 Retentions Payable - - 15,840 412,949 428,789 Advances from Other Funds 18,497,143 - - - 18,497,143 Unearned Revenue 27,000 - 5,391,894 303,967 5,722,861 Total Liabilities 23,121,594 325,493 6,019,413 3,267,293 32,733,793

DEFERRED INFLOWS OF RESOURCES
Unavailable Revenue 565,718 1,827,030 - 2,562,424 4,955,172 Lease Related 4,389,331 - - - 4,389,331 Total Deferred Inflows of Resources 4,955,049 1,827,030 - 2,562,424 9,344,503

FUND BALANCE(DEFICITS)
Nonspendable 153,335 - - - 153,335 Restricted 7,540,179 10,998,771 266,195 47,813,878 66,619,023 Committed 16,372,608 - - - 16,372,608
Assigned - - - 1,297,145 1,297,145 Unassigned (6,244,888) - (1,189,446) (7,434,334) Total Fund Balances(Deficits) 17,821,234 10,998,771 266,195 47,921,577 77,007,777 Total Liabilities, Deferred Inflows
and Fund Balances(Deficits) $ 45,897,877 $ 13,151,294 $ 6,285,608 $ 53,751,294 $ 119,086,073 The accompanying notes are an integral part of this statement. 8 Page 64 of 377

City of Upland
Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position
June 30, 2024
Fund balances of governmental funds $ 77,007,777 Amounts reported for governmental activities in the Statement of Net Position are different because:

Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds.

Capital Assets 420,765,611
Accumulated Depreciation (135,194,591) 285,571,020 Other long-term assets are not available to pay for current period expenditures and, therefore, are reported as unavailable revenues in the funds. 4,955,172
Long term liabilities are not due and payable in the current period and are not reported in the funds.

Compensated Absences (2,555,537)
Multifamily Housing Revenue Note (11,070,352) CREBS Lease Payable (4,204,025)
Energy Efficiency Lease Payable (1,801,523) Net Pension Liability (89,825,366)
Net OPEB Liability (6,686,392)
Amounts for deferred inflows and deferred outflows related to the City's Net Pension Liability are not reported in the funds.

Deferred Outflows Related to Pensions 41,777,652 Deferred Inflows Related to Pensions (22,052,180) Deferred Outflows Related to OPEB 1,999,343 Deferred Inflows Related to OPEB (2,598,557) Internal service funds are used by management to charge the costs of certain activities, such as equipment management, to individual funds.

The assets and liabilities of the internal service funds must be added to the statement of net position. 1,272,351
Net position of governmental activities $ 271,789,383 The accompanying notes are an integral part of this statement. 19 Page 65 of 377

City of Upland
Statement of Revenues, Expenditures, and Changes in Fund Balances Governmental Funds
Year Ended June 30, 2024
Special Revenue Non-major
General Housing ARPA Governmental Total

REVENUES
Taxes $ 50,272,826 $ - $ - $ 1,507,715 $ 51,780,541 Licenses&Permits 2,055,470 - - 740,421 2,795,891 Charges for Services 3,038,822 13,237 - 217,562 3,269,621 Fines and Penalties 768,611 - - - 768,611 Investment Income 2,140,231 284,332 693,638 2,633,497 5,751,698 Rental Income 1,137,827 5,456,327 - - 6,594,154 Intergovernmental 283,772 - 4,829,904 8,232,461 13,346,137 Other Revenue 324,138 52,597 - 48,437 425,172 Total Revenues 60,021,697 5,806,493 5,523,542 13,380,093 84,731,825

EXPENDITURES
Current:

General Government 4,236,213 - 1,155,349 - 5,391,562 Public Safety 28,812,721 - 288,992 1,881,442 30,983,155 Engineering and Public Works 9,840,292 - 2,533,338 12,970,529 25,344,159 Development Services 2,650,759 5,232,469 419,893 1,229,343 9,532,464 Community Services 4,937,887 - 432,332 999,190 6,369,409 Debt Service:

Principal 271,087 676,299 - - 947,386 Interest 597,441 353,447 - - 950,888 Total Expenditures 51,346,400 6,262,215 4,829,904 17,080,504 79,519,023 Excess(Deficiency)of Revenues
over Expenditures 8,675,297 (455,722) 693,638 (3,700,411) 5,212,802

OTHER FINANCING SOURCES(USES)
Transfer In 5,880,756 - - 13,234,005 19,114,761 Transfer Out (6,504,936) - - (14,365,845) (20,870,781) Total Other Financing Sources(Uses) (624,180) - - (1,131,840) (1,756,020) Net Change in Fund Balances 8,051,117 (455,722) 693,638 (4,832,251) 3,456,782 Fund Balances, Beginning 9,770,117 11,454,493 (427,443) 52,753,828 73,550,995 Fund Balances, Ending $ 17,821,234 $ 10,998,771 $ 266,195 $ 47,921,577 $ 77,007,777 The accompanying notes are an integral part of this statement. 20 Page 66 of 377

City of Upland
Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year Ended June 30, 2024
Net change in fund balances-total governmental funds $ 3,456,782 Amounts reported for governmental activities in the Statement of Activities are different because:

Governmental funds report capital outlays as expenditures. However, in the Statement of Activities the cost of these assets is allocated over their estimated useful lives as depreciation expense.

Capital Expenditures 17,201,643
Depreciation Expense (7,829,071)
Loss on Disposal (50,641)
Revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the funds. 1,081,920 The issuance of long-term debt provides current financial resources to governmental funds, while the repayment of principal of long-term debt consumes the current financial resources of governmental funds.

Neither transaction, however, has any effect on net position. Also, government funds report the effect of premiums, discounts and similar items when debt is first issued, whereas these amounts are deferred and amortized in the Statement of Activities. The effect of these differences are as follows:

Principal Paid on Leases 271,087
Principal Paid on 2021 Multifamily Housing Loan 676,299 Some expenses reported in the Statement of Activities do not require the use of current financial resources and are not reported as governmental fund expenditures:

Net Change in Compensated Absences (355,937)
Net Change in Net Pension Liability (3,165,111) Net Change in Net OPEB Liability 189,240
Net Change in Deferred Outflows Pension Related Amounts (9,299,829) Net Change in Deferred Inflows Pension Related Amounts 8,657,695 Net Change in Deferred Outflows OPEB Related Amounts 5,486 Net Change in Deferred Inflows OPEB Related Amounts 426,264 Internal service funds are used by management to charge the costs of certain activities, such as equipment management, to individual funds.

The net revenue (expense) of the internal service funds is reported with governmental activities. 2,679,903
Change in net position of governmental activities $ 13,945,730 The accompanying notes are an integral part of this statement. 21 Page 67 of 377

City of Upland
Statement of Net Position
Proprietary Funds
June 30, 2024
Governmental
Business-type Activities-Enterprise Funds Activities Water Solid Waste Sewer Internal
Utility Utility Utility Totals Service Funds ASSETS
Current Assets:

Cash and Investments $ 25,856,565 $ 183,929 $ 8,938,868 $ 34,979,362 $ 10,512,786 Accounts Receivable, Net 6,186,923 1,981,881 2,554,419 10,723,223 29,479 Due from Other Governments 184,304 553 590 185,447 - Inventory and Prepaid Items 7,265,912 - - 7,265,912 380,038 Total Current Assets 39,493,704 2,166,363 11,493,877 53,153,944 10,922,303 Noncurrent Assets:

Restricted Cash and Investments - - 38,672 38,672 - Cash with Fiscal Agent 15,501,692 - - 15,501,692 - Advances to Other Funds 14,040,000 - 4,457,143 18,497,143 - Equity Interest 32,186,586 - - 32,186,586 - Capital Assets, Not Being Depreciated:

Land 2,954,861 - - 2,954,861 -
Construction in Progress 4,087,760 17,683 280,140 4,385,583 10,759 Capital Assets, Net of Accumulated Depreciation 80,446,359 53,585 20,475,149 100,975,093 1,032,123 Total Noncurrent Assets 149,217,258 71,268 25,251,104 174,539,630 1,042,882 Total Assets 188,710,962 2,237,631 36,744,981 227,693,574 11,965,185

DEFERRED OUTFLOWS OF RESOURCES
OPEB Related Items 321,318 42,651 127,167 491,136 126,119 Pension Related Items 829,424 101,362 319,345 1,250,131 1,252,311 Total Deferred Outflows of Resources 1,150,742 144,013 446,512 1,741,267 1,378,430

LIABILITIES
Current Liabilities:

Accounts Payable 2,070,362 1,321,871 1,628,320 5,020,553 655,730 Accrued Salaries and Benefits 87,130 11,001 36,954 135,085 35,631 Accrued Interest Payable 99,535 - - 99,535 - Unearned Revenue - 322,044 - 322,044 -
Retentions Payable 206,221 - 58,260 264,481 - Deposits Payable 555,578 - 38,672 594,250 - Current Portion of Long-Term Liabilities:

Claims and Judgments Payable - - - - 1,845,986 Compensated Absences 168,482 22,668 71,206 262,356 60,327 Loans Payable - - - - -
Revenue Bonds Payable 1,440,000 - - 1,440,000 _ - Total Current Liabilities 4,627,308 1,677,584 1,833,412 8,138,304 2,597,674 Noncurrent Liabilities:

Claims and Judgments Payable - - - - 4,369,564 Net OPEB Liability 1,074,583 142,636 425,283 1,642,502 421,782 Net Pension Liability 679,057 82,958 261,387 1,023,402 4,434,236 Compensated Absences 165,266 20,261 48,426 233,953 84,088 Loans Payable 15,910,484 - - 15,910,484 -
Revenue Bonds Payable 19,103,000 - - 19,103,000 - Total Noncurrent Liabilities 36,932,390 245,855 735,096 37,913,341 9,309,670 Total Liabilities 41,559,698 1,923,439 2,568,508 46,051,645 11,907,344

DEFERRED INFLOWS OF RESOURCES
Deferred Gain on Refunding 321,730 - - 321,730 - OPEB Related Items 417,619 55,433 165,279 638,331 163,920 Pension Related Items - - - - -
Total Deferred Outflows of Resources 739,349 55,433 165,279 960,061 163,920

NET POSITION
Net Investment in Capital Assets 66,009,237 71,268 20,697,029 86,777,534 1,042,882 Unrestricted 81,553,420 331,504 13,760,677 95,645,601 229,469 Total Net Position $ 147,562,657 $ 402,772 $ 34,457,706 $ 182,423,135 $ 1,272,351 The accompanying notes are an integral part of this statement. 22 Page 68 of 377

City of Upland
Statement of Revenues, Expenses, and Changes in Net Position Proprietary Funds
Year Ended June 30, 2024
Governmental
Business-type Activities-Enterprise Funds Activities Water Solid Waste Sewer Internal
Utility Utility Utility Totals Service Funds

OPERATING REVENUES
Charges for Services $ 28,839,280 $ 18,516,900 $ 11,896,791 $ 59,252,971 $ 11,023,090 Licenses and Permits 79,950 - 108,402 188,352 - Other 137,824 - 90 137,914 121,514
Total Operating Revenue 29,057,054 18,516,900 12,005,283 59,579,237 11,144,604

OPERATING EXPENSES
Administrative Costs 4,791,884 1,799,579 699,348 7,290,811 - Maintenance and Operations 17,998,055 - 3,115,521 21,113,576 6,549,217 Contractual Services 329,153 16,786,889 7,727,028 24,843,070 428,216 Customer Service 130,875 - - 130,875 - Claims Expense - - - - 3,077,081
Depreciation 2,389,668 1,116 848,636 3,239,420 409,889 Total Operating Expenses 25,639,635 18,587,584 12,390,533 56,617,752 10,464,403 Operating Income(Loss) 3,417,419 (70,684) (385,250) 2,961,485 680,201

NONOPERATING REVENUES(EXPENSES)
Investment Income 929,964 15,842 802,520 1,748,326 251,382 Share of Joint Venture Net Income(loss) 880,659 - - 880,659 - Gain/(Loss)on Disposal of Capital Assets (74,901) - (209,156) (284,057) - Interest Expense (530,203) - - (530,203) - Intergovernmental - 39,893 - 39,893 - Total Nonoperating Revenues(Expenses) 1,205,519 55,735 593,364 1,854,618 251,382 Income Before Contributions and Transfers 4,622,938 (14,949) 208,114 4,816,103 931,583 Capital Contributions - - - - -
Transfers In 2,302 - 272,700 275,002 1,748,320 Transfers Out - (265,000) (2,302) (267,302) - Change in Net Position 4,625,240 (279,949) 478,512 4,823,803 2,679,903 Total Net Position, Beginning 142,937,417 682,721 33,979,194 177,599,332 (1,407,552) Total Net Position, Ending $147,562,657 $ 402,772 $ 34,457,706 $182,423,135 $ 1,272,351 The accompanying notes are an integral part of this statement. 23 Page 69 of 377

City of Upland
Statement of Cash Flows
Proprietary Funds
Year Ended June 30, 2024
Governmental
Business-type Activities-Enterprise Funds Activities Water Solid Waste Sewer Internal
Utility Utility Utility Totals Service Funds Cash Flows from Operating Activities
Cash Received from Customers $ 28,503,126 $ 19,185,804 $ 11,993,031 $ 59,681,961 $ - Cash Received from User Departments - - - - 11,151,263 Cash Paid to Suppliers for Goods and Services (19,690,092) (18,556,275) (9,885,782) (48,132,149) (10,773,177) Cash Paid to Employees for Services (3,686,023) (483,107) (1,518,645) (5,687,775) (1,501,555) Net Cash from Operating Activities 5,127,011 146,422 588,604 5,862,037 (1,123,469) Cash Flows from Noncapital Financing Activities
Grant Revenue - 39,893 - 39,893 -
Cash Received from Legal Settlement - - - - -
Cash Paid for Investment in Joint Ventures (10,000) - - (10,000) - Cash Paid(to)from Other Funds 867,302 (265,000) 545,000 _ 1,147,302 1,748,320 Net Cash from Noncapital Financing Activities 857,302 (225,107) 545,000 1,177,195 1,748,320 Cash Flows from Capital and Related Financing Activities Acquisition and Construction of Capital Assets (6,239,605) (3,941) (1,755,432) (7,998,978) (14,031) Proceeds from the Sale of Assets - - - - - Proceeds from Loans Issued 5,215,759 - - 5,215,759 - Principal Paid on Debt (1,769,930) - - (1,769,930) - Interest Paid on Debt (558,340) - - (558,340) - Net Cash from Capital and Related Financing Activities (3,352,116) (3,941) (1,755,432) (5,111,489) (14,031) Cash Flows from Investing Activities
Interest on Investments 929,964 15,842 802,520 1,748,326 251,382 Net Cash from Investing Activities 929,964 15,842 802,520 1,748,326 251,382 Net Increase(Decrease)in Cash and Cash Equivalents 3,562,161 (66,784) 180,692 3,676,069 862,202 Cash and Cash Equivalents,Beginning of Year 37,796,096 250,713 8,796,848 46,843,657 9,650,584 Cash and Cash Equivalents,End of Year $ 41,358,257 $ 183,929 $ 8,977,540 $ 50,519,726 $ 10,512,786 Reconciliation of Operating Income to Net Cash
Provided(Used)by Operating Activities
Operating income(loss) $ 3,417,419 $ (70,684) $ (385,250) $ 2,961,485 $ 680,201 Adjustments to reconcile operating income(loss)to net
cash provided(used)by operating activities:

Depreciation 2,389,668 1,116 848,636 3,239,420 409,889 (Increase)Decrease in Accounts Receivable (290,906) 467,118 (11,907) 164,305 6,659 (Increase)Decrease in Due from Other Governments 8,071 (367) (345) 7,359 - (Increase)Decrease in Inventory and Prepaid Items (101,675) - - (101,675) (107,256) (Increase)Decrease in Deferred Outflows-Pensions (59,394) 14,024 (52,072) (97,442) 190,025 (Increase)Decrease in Deferred Outflows-OPEB 35,023 13,052 (5,366) 42,709 11,407 Increase(Decrease)in Accounts Payable (538,613) (478,399) (114,919) (1,131,931) 243,916 Increase(Decrease)in Accrued Salaries and Benefits 21,164 2,789 13,375 37,328 9,165 Increase(Decrease)in Retention Payable 139,015 - 36,083 175,098 - Increase(Decrease)in Deposits Payable (271,093) - - (271,093) - Increase(Decrease)in Compensated Absences 3,615 (4,610) 22,959 21,964 17,167 Increase(Decrease)in Net Pension Liability 679,057 82,958 261,387 1,023,402 67,636 Increase(Decrease)in Net OPEB Liability (153,143) (49,426) 5,320 (197,249) (52,399) Increase(Decrease)in Deferred Inflows-Pensions (28,222) (4,229) (9,796) (42,247) (52,862) Increase(Decrease)in Deferred Inflows-OPEB (122,975) (29,073) (19,501) (171,549) (44,715) Increase(Decrease)in Unearned Revenue - 202,153 - 202,153 - Increase(Decrease)in Claims and Judgments - - - - (2,502,302) Net Cash Provided(Used)by Operating Activities $ 5,127,011 $ 146,422 $ 588,604 $ 5,862,037 $ (1,123,469) The accompanying notes are an integral part of this statement. 24 Page 70 of 377

City of Upland
Statement of Net Position
Fiduciary Funds
June 30, 2024
Successor
Agency
OPEB Private-purpose Custodial
Trust Fund Trust Fund Funds
ASSETS
Cash and Investments $ - $ 2,860,755 $ 9,058,438 Cash and Investments with Fiscal Agent - 12,306,847 Investments:

Moderate Index PLUS 2,272,555 - - Notes Receivable,Net - 202,383 -
Land Held for Resale 3,358,000 55,297
Total Assets 2,272,555 6,421,138 21,420,582

DEFERRED OUTFLOWS OF RESOURCES
Deferred Charge on Refunding - 42,507 -

LIABILITIES
Accounts Payable - - 1,139
Accrued Salaries and Wages - 305,764 - Deposits Payable - - 5,990,332
Interest Payable - 148,096 -
Due to City of Upland 298,968 - - Bonds Payable - 11,995,973 -
Total Liabilities 298,968 12,449,833 5,991,471

NET POSITION
Restricted for:

OPEB 1,973,587 - -
Successor Agency - (5,986,188) -
Individuals and Organizations - - 15,429,111 $ 1,973,587 $ (5,986,188) $ 15,429,111
The accompanying notes are an integral part of this statement. 25 Page 71 of 377

City of Upland
Statement of Changes in Net Position
Fiduciary Funds
Year Ended June 30, 2024
Successor
Agency
OPEB Private-purpose Custodial
Trust Fund Trust Fund Funds

ADDITIONS
Contributions:

Taxes and assessments collected for others $ - $ 2,953,038 $ 5,987,273 Contributions from Bondholders - - 459,496 Investment Earnings:

Interest Income 200,185 29 15,064
Total Additions 200,185 2,953,067 6,461,833

DEDUCTIONS
General and Administrative - - 4,290,268 Development Services - 196,753 -
Recipient Payments - - 206,904
Distributions to Shareholders - - 4,845,151 Interest Expense - 245,581 -
Other Expenses 6,753 - -
Total Deductions 6,753 442,334 9,342,323 Change in Net Position 193,432 2,510,733 (2,880,490) Net Position - Beginning of Year 1,780,155 (8,496,921) 18,309,601 Net Position - End of Year $ 1,973,587 $ (5,986,188) $ 15,429,111 The accompanying notes are an integral part of this statement. 26 Page 72 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The basic financial statements of the City of Upland, California (City) have been prepared in conformity with generally accepted accounting principles (GAAP)as applied to government units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The more significant of the City's accounting policies are described below.

A) Financial Reporting Entity
The City was incorporated on May 15, 1906 under the general laws of the State of California. The City is governed by an elected five-member board.

As required by generally accepted accounting principles, these financial statements present the City and its component units,entities for which the City is considered to be financially accountable.The City is considered to be financially accountable for an organization if the City appoints a voting majority of that organization's governing body and the City is able to impose its will on that organization or there is a potential for that organization to provide specific financial benefits to or impose specific financial burdens on the City.The City is also considered to be financially accountable for an organization if that organization is fiscally dependent (i.e., it is unable to adopt its budget, levy taxes, set rates or charges, or issue bonded debt without approval from the City). In certain cases, other organizations are included as component units if the nature and significance of their relationship with the City are such that their exclusion would cause the City's financial statements to be misleading or incomplete. The accompanying financial statements present the government and its component units, entities for which the government is considered to be financially accountable.

Blended component units are, in substance, part of the primary government's operations, even though they are legally separate entities. Thus, blended component units are appropriately presented as funds of the primary government. Each discretely presented component unit is reported in a separate column in the government-wide financial statements to emphasize that it is both legally and substantively separate from the government.

Blended Component Unit
The City of Upland has two blended component units, the Upland Public Financing Authority and the City of Upland Financing Authority(collectively, Authorities), both of whom are Joint Exercise of Powers Authorities under the Laws of the State of California. Both Authorities are authorized to issue bonds under the Mark- Roos Local Bond Pooling Act of 1985(Article 1 through 4, Section 6500).The City and the former Community Redevelopment Agency formed the Upland Public Financing Authority in December 1988, by execution of a Joint Exercise of Powers Agreement. The City and the City of Upland Parking Authority formed the City of Upland Financing Authority in January 2022, by execution of a Joint Exercise of Powers Agreement. The purpose of both Authorities is to provide financing to the City for various project purposes. Since the City Council serves as the governing board for both Authorities, they are considered to be blended component units. Blended component units, although legally separate entities, are in substance, part of the City's operations and so data from these units are reported with the data of the primary government. Separate financial statements are not issued for the Authorities.

Discretely Presented Component Units
The West End Consolidated Water Company(Company)is a mutual water company and, in accordance with the Internal Revenue Code Section 501(c)(12), is exempt from Federal income taxes. The Company was formed to provide water services to its shareholders. As of June 30, 2024, the City of Upland owns 91% of the outstanding stock of the Company, representing a majority equity interest. The primary purpose of stock ownership is to secure rights to well water pumped. The Company is governed by a 5 member board, made up of one member appointed from each participating agency. 27 Page 73 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued The San Antonio Water Company is a mutual water company and, in accordance with the Internal Revenue Code Section 501(c)(12), is exempt from Federal income taxes. The Company was formed to develop, distribute, supply and deliver water to its shareholders. As of June 30, 2024, the City of Upland owns 68%of the outstanding stock of the Company, representing a majority equity interest. The primary purpose of stock ownership is to secure rights to well water pumped. The Company is governed by a 7-member board of directors elected annually by the shareholders. One Upland City Council member is also on the board of the Company.

Separately issued financial reports are available for the West End Consolidated Water Company and the San Antonio Water Company. These reports may be obtained by contacting the following offices:

West End Consolidated Water Company San Antonio Water Company 460 N. Euclid Avenue 139 N. Euclid Avenue
Upland, CA 91785 Upland, CA 91786
B) Basis of Accounting and Measurement Focus
The basic financial statements of the City are composed of the following:
a) Government-wide financial statements
b) Fund financial statements
c) Notes to the basic financial statements
Government-wide Financial Statements:

Government-wide financial statements display information about the reporting entity as a whole,except for its fiduciary activities. These statements include separate columns for the governmental and business-type activities of the primary government(including its blended component units),as well as its discretely presented component units. Eliminations have been made in the Statement of Activities so that certain allocated expenses are reported only once(by the function to which they were allocated). However,general government expenses have not been allocated as indirect expenses to the various functions of the City.

Government-wide financial statements are presented using the economic resources measurement focus and the accrual basis of accounting. Under the economic resources measurement focus, all (both current and long-term)economic resources and obligations of the reporting government are reported in the government- wide financial statements. Basis of accounting refers to when revenues and expenses are recognized in the accounts and reported in the financial statements. Under the accrual basis of accounting, revenues, expenses, gains, losses, assets, and liabilities resulting from exchange and exchange-like transactions are recognized when the exchange takes place. Revenues, expenses, gains, losses, assets and liabilities resulting from nonexchange transactions are recognized in accordance with the requirements of GASB Statement No. 33.

Program revenues include 1)charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function and 2)grants and contributions that are restricted to meeting the operational or capital requirements of a particular function. Program revenues are netted with program expenses in the statement of activities to present the net cost of each program. Taxes and other items not included among program revenues are reported instead as general revenues. 28 Page 74 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued Amounts paid to acquire capital assets are capitalized as assets in the government-wide financial statements, rather than reported as an expense. Proceeds of long-term debt are recorded as a liability in the government- wide financial statements. Amounts paid to reduce long-term indebtedness of the reporting government are reported as a reduction of the related liability, rather than as an expense.

As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this general rule are payments in-lieu of taxes where the amounts are reasonably equivalent in value to the interfund services provided and other charges between the government's water and sewer function and various other functions of the government. Elimination of these charges would distort the direct cost and program revenues reported for the various functions concerned.

Fund Financial Statements
The underlying accounting system of the City is organized and operated on the basis of separate funds, each of which is considered to be a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. Governmental resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled.

Fund financial statements for the primary government's governmental, proprietary, and fiduciary funds are presented after the government-wide financial statements. These statements display information about the major funds individually and nonmajor funds in the aggregate for governmental and enterprise funds.

Fiduciary statements include financial information for fiduciary funds. Fiduciary funds of the City primarily represent assets held by the City in a custodial capacity for other individuals or organizations.

Governmental Funds
The governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting.

However, debt service expenditures as well as expenditures related to compensated absences, and claims and judgments, are recorded only when payment is due. General capital asset acquisitions are reported as expenditures in governmental funds. Issuance of long-term debt and acquisitions under capital leases are reported as other financing sources.

Sales taxes, property taxes,franchise taxes, intergovernmental revenue and rental income associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period to the extent normally collected within the availability period. Other revenue items are considered to be measurable and available when cash is received by the government.

Non-current portions of long-term receivables due from governmental funds are reported on their balance sheets in spite of their spending measurement focus. Special reporting treatments are used to indicate, however, that they should not be considered "available spendable resources," since they do not represent net current assets.
29 Page 75 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued Proprietary and Fiduciary Funds
The City's enterprise and internal service funds are considered proprietary funds. Proprietary funds and fiduciary funds are presented using the accrual basis of accounting. Revenues are recognized when they are earned and expenses are recognized when the related goods or services are delivered. Proprietary funds are presented using the economic resources measurement focus. This means that all assets and all liabilities(whether current or noncurrent)associated with their activity are included on their balance sheets.

Proprietary fund type operating statements present increases(revenues)and decreases(expenses)in total net position.

Proprietary fund operating revenues, such as charges for services, result from exchange transactions associated with the principal activity of the fund. Exchange transactions are those in which each party receives and gives up essentially equal values. Non-operating revenues, such as subsidies, taxes, and investment earnings result from nonexchange transactions or ancillary activities. Amounts paid to acquire capital assets are capitalized as assets in the enterprise fund financial statements, rather than reported as an expense. Proceeds of long-term debt are recorded as a liability in the enterprise fund financial statements, rather than as another financing source. Amounts paid to reduce long-term indebtedness of the enterprise fund are reported as a reduction of the related liability, rather than as an expense.

The custodial funds account for monies held for the benefit of other organizations and governments to which the City provides accounting and investing services. The private-purpose trust funds are reported using the economic resources measurement focus and the accrual basis of accounting.

C) Fund Classifications
The City reports the following major governmental funds:

General Fund-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 the basic services provided to residents including police and recreation.

Housing Fund -This fund accounts for the activities of the City that were previously reported in the low-and moderate-income housing redevelopment agency fund of the former Community Redevelopment Agency.

The primary source of revenue is from rental income.

ARPA Fund -This fund accounts for the monies received and restricted by the American Rescue Plan Act.

The City reports the following major enterprise funds:

Water Utility Fund -This fund accounts for the sale of water to the City's citizens and businesses and also records expenditures for water operations and capital improvement projects.

Solid Waste Utility Fund - This fund accounts for the refuse pick-up services provided by private contract.

Billing and collection is accomplished by City staff for residential services and by the contracted agency for commercial services. Activities include recycling and green waste programs.

Sewer Utility Fund -This fund records all City sewer service transactions, and also includes the storm drain maintenance and NPDES programs.
30 Page 76 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued Additionally, the City reports the following fund types:

Internal Service Funds - These funds are used to account for self-funded insurance, fleet management, information systems, and building maintenance and operations. Departments of the City are charged for the services provided or benefits received from these funds.

OPEB Trust Fund — Used to account for the prefunding of post-employment benefits other than pension.

Private Purpose Trust Fund-Used to account for the activities of the Redevelopment Obligation Retirement Fund, and other Successor Agency activities. Resources are accumulated to retire obligations previously incurred by the former Community Redevelopment Agency.

Custodial Funds- Used to account for monies held for assessment districts, West End, and for the Welfare Committee.

D) Cash and Investments
Investments are reported in the accompanying balance sheet at fair value, except for certain certificates of deposit and investment contracts that are reported at cost because they are not transferable and they have terms that are not affected by changes in market interest rates.

Changes in fair value that occur during a fiscal year are recognized as investment income reported for that fiscal year. Investment income includes interest earnings, changes in fair value, and any gains or losses realized upon the liquidation or sale of investments.

The City pools cash and investments of all funds, except for assets held by fiscal agents. Each fund's share in this pool is displayed in the accompanying financial statements as cash and investments. Investment income earned by the pooled investments is allocated to the various funds based on each fund's average cash and investment balance.

For purposes of the statement of cash flows, cash equivalents are defined as short-term, highly liquid investments that are both readily convertible to known amounts of cash or so near their maturity that they present insignificant risk of changes in value because of changes in interest rates, and have an original maturity date of 3 months or less. Cash equivalents represent the proprietary funds' share in the cash and investment pool of the City.

E) Inventories and Prepaid Items
Inventories held by the General Fund and Water Fund are recorded at cost on a first-in, first-out basis and, for the General Fund, are recorded as expenditures as used (the consumption method). General Fund inventories consist primarily of fuel, office supplies, and small hand tools. Water Fund inventory consists of stored water.

Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both the government-wide and fund financial statements. The cost of prepaid items is recorded as expenditures/expenses when consumed rather than when purchased. 31 Page 77 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued F) Land Held for Resale
Land held for resale represents land that was acquired for resale in accordance with the objective of the Redevelopment Project Area. These costs will be charged to current year project expenditures when the related land and structures are sold. Land held for resale is valued at the lower of cost or the sales price per contract with the developer.

G) Property Taxes
Under California law, property taxes are assessed and collected by the counties up to 1% of assessed value, plus other increases approved by the voters.The property taxes go into a pool,and are then allocated to the cities based on complex formulas. Accordingly, the City accrues only those taxes which are received within 60 days after year end. The property tax calendar is as follows:

Property Tax Calendar County Remittance Dates and Percentages Lien date January 1 December 30% Advance Levy date July 1 January Collection No. 1 Due date November 1 and February 1 April 10% Advance Delinquent dates December 11 and April 11 May Collection No. 2 July Collection No. 3
H) Claims and Judgements
The City records a liability for litigation,judgments, and claims when it is probable that an asset has been impaired or a liability (including incurred but not reported) has been incurred prior to yearend and the probable amount of loss (net of any insurance coverage) can be reasonably estimated. This liability is recorded in the internal service fund that accounts for the City's self-insurance activities.

I) Employee Leave Benefits
Vacation: The City's policy permits employees to accumulate earned but unused vacation and similar compensatory leave balances, which are eligible for payment upon separation from City service. The liability for such leave is reported as incurred in the government-wide and proprietary fund financial statements. A liability for those amounts are recorded in the governmental funds only if the liability has matured as a result of employee resignations or retirements. The liability for compensated absences includes salary-related benefits, where applicable.

Sick Leave: A liability is recorded for unused sick leave balances only to the extent that it is probable that the unused balances will result in payments upon retirement. This is estimated by including in the liability the unused balances of employees currently entitled to receive a payment upon retirement, as well as those who are expected to become eligible to receive the benefit payout as a result of continuing their employment with the City. Other amounts of unused sick leave are excluded from the liability since their payment is contingent solely upon the occurrence of a future event(illness)which is outside the control of the City and the employee.
32 Page 78 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued J) Capital Assets
Capital assets (including infrastructure) greater than $5,000 are capitalized and recorded at cost or at the estimated fair value of the assets at the time of acquisition where complete historical records have not been maintained. Contributed capital assets are valued at their acquisition value at the date of the contribution.

The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend asset lives are not capitalized.

Capital assets include public domain (infrastructure) general capital assets consisting of certain improvements including roads, bridges, curbs and gutters, streets and sidewalks, medians, sewers and storm drains. As allowed by GASB Statement No. 34, certain infrastructure assets that were acquired, reconstructed or significantly improved prior to June 30, 1980 have not been included in the City's financial statements due to the unavailability of the information. Interest incurred during the construction phase of capital assets of enterprise funds is included as part of the capitalized value of the assets constructed.

Land and construction in progress are not depreciated. The other property, plant, equipment and infrastructure are depreciated using the straight-line method over the following estimated useful lives:

Governmental Activities Business-type Activities Buildings and Improvements 50 years Pipelines and Reservoirs 50 years Park Improvements 10-50 years Treatment Facilities 50 years Equipment 5-10 years Wells/Pumps 10-50 years Vehicles 5-10 years Sewer Manholes 50 years Infrastructure- Street System 30-100 years Equipment and Machinery 5-10 years Infrastructure- Storm Drains 100 years Vehicles 5-10 years K) Notes and Loans Receivable
The accompanying financial statements report certain loans receivable for loans made to private developers, private homeowners, and other parties. Where applicable, an allowance for doubtful accounts has been recorded to reflect management's best estimate of probable losses associated with non- repayment.

L) Deferred Outflows/Inflows of Resources
In addition to assets,the statement of financial position will sometimes report a separate section for deferred outflows of resources.This separate financial statement element represents consumption of net assets that applies to a future period(s)and so will not be recognized as an outflow of resources(expense/expenditure) until then. The City has certain items that qualify for reporting in this category: 1) a deferred charge on refunding resulting from the difference in the carrying value of refunded debt and its reacquisition price, which is deferred and amortized over the shorter of the life of the refunded or refunding debt,and 2)deferred outflows relating to the City's net pension and OPEB liabilities.

In addition to liabilities, the statement of financial position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element represents an acquisition of net assets that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The City reports deferred inflows for certain items under the modified accrual basis of accounting. Accordingly, unavailable revenue is reported only in the governmental funds balance sheet.

The governmental funds report unavailable revenues related to interest earned on loans. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available.

The City also reports deferred inflows relating to the net pension and OPEB liabilities and leases. 33 Page 79 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued M) Pensions
For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the City's California Public Employees' Retirement System (CaIPERS) plans (Plans) and additions to/deductions from the Plans' fiduciary net position have been determined on the same basis as they are reported by CaIPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value.

N) Other Postemployment Benefits (OPEB)
For purposes of measuring the total OPEB liability, deferred outflows of resources and deferred inflows of resources related to OPEB, and OPEB expense, generally accepted accounting principles require that the reported results must pertain to liability and asset information within certain defined timeframes. For this report, the following timeframes are used: June 30, 2023 Valuation Date; June 30, 2023 Measurement Date; and July 1, 2022 through June 30, 2023 Measurement Period. 0) Net Position Flow Assumption
Sometimes the City will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted net position and unrestricted net position in the government-wide and proprietary fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the City's policy to consider restricted net position to have been depleted before unrestricted net position.

P) Fund Balance
Nonspendable Fund Balance: this includes amounts that cannot be spent because they are either not spendable in form (such as inventory) or legally or contractually required to be maintained intact (such as endowments).

Restricted Fund Balance: this includes amounts that can be spent only for specific purposes stipulated by legal requirements imposed by other governments, external resource providers, or creditors. City Council- imposed restrictions do not create restricted fund balance unless the legal document that initially authorized the revenue (associated with that portion of fund balance) also included language that specified the limited use for which the authorized revenues were to be expended.

Committed Fund Balance: this includes amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the City Council. Those committed amounts cannot be used for any other purpose unless the City Council removes or changes the specified use by taking the same type of action (for example, resolution, ordinance, minutes action, etc.)that it employed to previously commit those amounts. If the Council action that limits the use of the funds was separate from the action that initially created the revenues that form the basis for the fund balance, then the resultant fund balance is considered to be committed, not restricted. The City considers a minute action to constitute a formal action of City Council for the purposes of establishing committed fund balance.

The City's committed fund balance includes:
34 Page 80 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued • Economic Uncertainty Reserve:

Fund balance in the General Fund has been committed for economic uncertainties. Under the City's Ordinance, this reserve can be used if an economic impact resulting in a 5% or more decrease in property or sales taxes occurs. The City Council, through resolution, has established the initial Economic Uncertainty Reserve at$10,300,000.
• Emergency Disaster Contingency Reserve:

Fund balance in the General Fund has been committed for emergency contingencies. An emergency shall mean natural disasters, catastrophic events, or any situation requiring the declaration of an emergency as defined by Upland Municipal Code Section 2.20. The City Council, through resolution, has established the Emergency Disaster Contingency Reserve at$1,000,000.

Assigned Fund Balance: this includes amounts that are intended to be used for specific purposes as indicated either by the City Council or by persons to whom the City Council has delegated the authority to assign amounts for specific purposes.The City Manager authorizes assigned amounts for specific purposes pursuant to the policy-making powers granted through an adopted City Council resolution.

Unassigned Fund Balance: this includes the remaining spendable amounts which are not included in one of the other classifications. The General Fund is the only fund that reports a positive unassigned fund balance. In other governmental funds it is not appropriate to report a positive unassigned fund balance amount. However, in governmental funds other than the General Fund, if expenditures incurred for specific purposes exceed the amounts that are restricted, committed, or assigned to those purposes, it may be necessary to report a negative unassigned fund balance in that fund.

Q) Fair Value Measurements
Certain assets and liabilities are required to be reported at fair value. The fair value framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)and the lowest priority to unobservable inputs (Level 3 measurements), as follows:

Level 1—Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly and fair value is determined through the use of models or other valuation methodologies including:
• Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in markets that are inactive; • Inputs other than quoted prices that are observable for the asset or liability; • Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. These unobservable inputs reflect the City's own assumptions about the inputs market participants would use in pricing the asset or liability (including assumptions about risk). These unobservable inputs are developed based on the best information available in the circumstances and may include the City's own data.
35 Page 81 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued R) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures/expenses during the reporting period.

Actual results could differ from those estimates.

S) Leases
Lessor:The City is a lessor for noncancellable leases of land owned by the City. The City recognizes a lease receivable and a deferred inflow of resources in the government-wide and governmental fund financial statements.

At the commencement of a lease, the City initially measures the lease receivable at the present value of payments expected to be received during the lease term. Subsequently, the lease receivable is reduced by the principal portion of lease payments received. The deferred inflow of resources is initially measured as the initial amount of the lease receivable, adjusted for lease payments received at or before the lease commencement date. Subsequently, the deferred inflow of resources is recognized as revenue over the life of the lease term.

Key estimates and judgments include how the City determines (1) the discount rate it uses to discount the expected lease receipts to present value, (2)lease term, and (3)lease receipts. • The City uses its estimated incremental borrowing rate as the discount rate for leases. • The lease term includes the noncancellable period of the lease. • Lease receipts included in the measurement of the lease receivable is composed of fixed payments from the lessee.
• The City monitors changes in circumstances that would require a remeasurement of its lease, and will remeasure the lease receivable and deferred inflows of resources if certain changes occur that are expected to significantly affect the amount of the lease receivable. 2) CASH AND INVESTMENTS
Cash and investments as of June 30, 2024 are classified in the accompanying financial statements as follows:

Government-wide
Statement of Net Position
Governmental Business-Type Fiduciary
Activities Activities Funds Total
Cash and Investments $ 92,456,478 $ 34,979,362 $ 11,919,193 $ 139,355,033 Restricted Cash and Investments 7,643,250 38,672 2,272,555 9,954,477 Cash and Investments with Fiscal Agent - 15,501,692 12,306,847 27,808,539 Total Cash and Investments $ 100,099,728 $ 50,519,726 $ 26,498,595 $ 177,118,049 36 Page 82 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
2) CASH AND INVESTMENTS—Continued
Cash and investments as of June 30, 2024 consist of the following:

Cash on Hand $ 33,148
Deposits with Financial Institutions 4,296,734
Investments 172,788,167
Total Cash and Investments $ 177,118,049
Investments Authorized by the California Government Code and the City's Investment Policy The table below identifies the investment types that are authorized for the City by the California Government Code (or the City's investment policy,where more restrictive). The table also identifies certain provisions of the California Government Code (or the City's investment policy, where more restrictive)that address interest rate risk, credit risk, and concentration of credit risk. This table does not address investments of debt proceeds held by bond trustees that are governed by the provisions of debt agreements, rather than the general provisions of the California Government Code or the City's investment policy.

Maximum Maximum
Maximum Percentage Investment in
Authorized Investment Type Maturity* of Portfolio* One Issuer* Municipal Securities 5 years None None
U.S. Treasury Obligations 5 years None None U.S. Government Agency Issues 5 years 50% 50% Commercial Paper 270 days 15% 10%
Bankers'Acceptances 180 days 40% 30%
Negotiable Certificates of Deposits 5 years 30% None, if collateralizec Medium Term Notes/Corporate Bonds 5 years 30% None Mutual Funds N/A 20% 10%
Money Market Mutual Funds N/A 20% 10%
Mortgage Pass-Through Securities 5 years 20% None California Asset Management Program (CAMP) N/A None None Local Agency Investment Fund (LAIF) N/A None None Supranational Securities 5 years 30% 10% *Based on state law requirements or investment policy requirements,whichever is more restrictive.

Investments Authorized by Debt Agreements
Investments of debt proceeds held by bond trustees are governed by provisions of the debt agreements, rather than the general provisions of the California Government Code or the City's investment policy. Generally, the table below identifies the investment types that are authorized for investments held by bond trustees, subject to certain additional restrictions in the debt agreements. The table also identifies certain provisions of these debt agreements that address interest rate risk, credit risk, and concentration of credit risk. 37 Page 83 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
2) CASH AND INVESTMENTS—Continued
Maximum
Authorized Investment Type Maturity
U.S. Treasury Obligations None
U.S. Government Agency Issues
(with certain exceptions) None
Banker's Acceptances 30-360 days
Commercial Paper 270 days
Money Market Funds N/A
State and Municipal Obligations None
Investment Agreements None
Repurchase Agreements None
Local Agency Investment Fund None
Disclosures Relating to Interest Rate Risk
Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. One of the ways the City manages its exposure to interest rate risk is by purchasing a combination of shorter term and longer-term investments and by timing cash flows from maturities so that a portion of the portfolio is maturing or coming close to maturity evenly over time as necessary to provide the cash flow and liquidity needed for operations.

Information about the sensitivity of the fair values of the City's investments (including investments held by bond trustees)to market interest rate fluctuations is provided by the following table that shows the distribution of the City's investments by maturity:

Remaining Maturity (in Months)
12 Months 13 to 36 37 to 60 More than
Investment Type Total Or Less Months Months 60 Months US Treasury Obligations $ 4,513,773 $ - $ 1,627,683 $ 2,886,090 $ U.S. Government Agency Securities 64,382,478 11,359,300 41,996,300 11,026,878 CAMP 37,319,358 37,319,358 - -
Certificates of Deposit 24,096,889 7,902,518 10,601,294 5,593,077 Municipal Obligations 1,533,372 24,914 1,508,458 - Money Market Mutual Funds 2,266,289 2,266,289 - - Local Agency Investment Fund (LAIF) 1,218,472 1,218,472 - - Mutual Funds 9,648,997 9,648,997 - -
Held by Fiscal Agent
Money Market Mutual Funds 27,808,539 27,808,539 - - Total Pooled Investments $172,788,167 $ 97,548,387 $ 55,733,735 $ 19,506,045 $ Disclosures Relating to Credit Risk
Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. Presented below is the minimum rating required by the California Government Code, the City's Investment Policy, or debt agreements, and the actual rating as of year-end for each investment type. 38 Page 84 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
2) CASH AND INVESTMENTS—Continued
Minimum Exempt from
Investment Type Total Legal Rating Aaa Aaa3-Aa1 Al,A2,A3 Not Rated Rating US Treasury Obligations $ 4,513,773 N/A $ 4,513,773 $ - $ - $ - $ - U.S.Government Agency Securities 64,382,478 N/A 64,382,478 - - - - CAMP 37,319,358 N/A - - - 37,319,358 - Certificates of Deposit 24,096,889 N/A - - - 24,096,889 Municipal Obligations 1,533,372 N/A - 1,533,372 - - - Money Market Mutual Funds 2,266,289 A 2,266,289 - - - - Local Agency Investment Fund(LAIF) 1,218,472 N/A - - - 1,218,472 - Mutual Funds 9,648,997 A 9,648,997 - - - - Held by Fiscal Agent
Money Market Mutual Funds 27,808,539 A 27,808,539 - Total Pooled Investments $172,788,167 $108,620,076 $ 1,533,372 $ - $62,634,719 $ - Concentration of Credit Risk
The investment policy of the City contains no limitations on the amount that can be invested in any one issuer beyond that stipulated by the California Government Code. As of June 30, 2024, the City's investments with each of the following issuers exceed 5% of its total investments.

Reported
Issuer Investment Type Amount Maturity Interest (%) FHLB Federal Agency Securities $ 33,472,912 2024-2029 .200 -5.47 FHLMC Federal Agency Securities 14,016,784 2024-2029 .375 -5.40 Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker-dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The California Government Code and the City's investment policy do not contain legal or policy requirements that would limit the exposure to custodial credit risk for deposits or investments, other than the following provision for deposits:

The California Government Code requires that a financial institution secure deposits made by state or local governmental units by pledging securities in an undivided collateral pool held by a depository regulated under state law (unless so waived by the governmental unit). The market value of the pledged securities in the collateral pool must equal at least 110% of the total amount deposited by the public agencies. California law also allows financial institutions to secure City deposits by pledging first trust deed mortgage notes having a value of 150% of the secured public deposits.

Investment in State Investment Pool
The City is a voluntary participant in the Local Agency Investment Fund (LAIF)that is regulated by the California Government Code under the oversight of the Treasurer of the State of California. The fair value of the City's investment in this pool is reported in the accompanying financial statements at amounts based upon the City's pro-rata share of the fair value provided by LAIF for the entire LAIF portfolio (in relation to the amortized cost of that portfolio). The balance available for withdrawal is based on the accounting records maintained by LAIF, which are recorded on an amortized cost basis.

CAMP
The City also participates in the California Asset Management Program (CAMP), a California Joint Powers 39 Page 85 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
2) CASH AND INVESTMENTS—Continued
Authority(JPA)established in 1989 to provide California public agencies with professional investment services.

The CAMP investment pool is permitted for all local agencies under California Government Code Section 53601(p).

Based upon the fair value measurements described in Note 1, the City held the following investments as of June 30, 2024:

Fair Value Hierarchy
Investment Type Total Level 1 Level 2 Level 3 US Treasury Obligations $ 4,513,773 $ 4,513,773 $ - $ - U.S. Government Agency Securities 64,382,478 - 64,382,478 - CAMP 37,319,358 - 37,319,358 -
Certificates of Deposit 24,096,889 - 24,096,889 Municipal Obligations 1,533,372 - 1,533,372 - Total $131,845,870 $ 4,513,773 $127,332,097 $ - 3) INTERFUND RECEIVABLES, PAYABLES AND TRANSFERS
Due to/from - As of June 30, 2024, the General Fund has an outstanding receivable from non-major governmental funds of $587,675 to cover current year operating deficits. These deficits will be repaid with future revenues and when receivables are collected.

Interfund transfers for the year ended June 30, 2024 are as follows:

TRANSFERS IN
Nonmajor Internal
General Governmental Water Utility Sewer Utility Service TRANSFERS OUT Fund Funds Fund Fund Funds Total General Fund $ - $ 4,756,616 $ - $ - $1,748,320 $ 6,504,936 Solid Waste Fund - - - 265,000 - 265,000 Sewer Utility Fund - - 2,302 - - 2,302 Nonmajor Governmental Funds 5,880,756 8,477,389 - 7,700 - 14,365,845 $ 5,880,756 $13,234,005 $ 2,302 $ 272,700 $1,748,320 $21,138,083 The General Fund transferred $4,756,616 to the nonmajor governmental funds to fund projects and nonmajor funds transferred $5,880,756 to the General Fund for various capital projects from prior years. In addition, the General Fund transferred$1,748,320 to the Internal Service Funds for claims liabilities,vehicle replacements,and information systems. The Solid Waste Fund transferred$265,000 to the Sewer Fund to pay for landfill costs. The nonmajor funds transferred$8,477,689 within other nonmajor funds as part of an allocation of development impact fee funds to further report them separately within the nonmajor funds.

Advances to/from Other Funds
The Water and Sewer Enterprise Funds advanced $15,750,000 and $5,000,000, respectively, to the General Fund. In order to enable the City to paydown a portion of the General Fund's share of the City's unfunded accrued liability ("UAL") with California Public Employees' Retirement System, the City is leasing the real property as described in the agreement dated April 1, 2022. The City of Upland Financing Authority, a joint powers public financing authority promises to pay to the City of Upland Sewer Fund, the amount of$5,000,000 and the City of 40 Page 86 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
3) INTERFUND RECEIVABLES, PAYABLES AND TRANSFERS -Continued Upland Water Fund $15,750,000. The principal balance of the note shall bear interest at the rate of 1.92 % per annum, and the final note payments are due and payable on October 1, 2037. The amount due to the Water and Sewer Enterprise Funds is $14,040,000 and $4,457,143, respectively, as of June 30, 2024. 4) CAPITAL ASSETS
Capital asset activity for the year ended June 30, 2024 is as follows:

Beginning Ending
Governmental Activities: Balance Increases Decreases Balance Capital Assets, Not Being Depreciated:

Land $ 5,053,450 $ - $ - $ 5,053,450 Rights of Way 103,432,811 - - 103,432,811 Street Trees 3,537,384 - - 3,537,384 Construction in Progress 2,481,286 13,517,256 (3,753,395) 12,245,147 Total Capital Assets, Not
Being Depreciated 114,504,931 13,517,256 (3,753,395) 124,268,792 Capital Assets Being Depreciated:

Building and improvements 44,453,250 1,944,298 - 46,397,548 Land Improvements 5,680,955 1,152,209 - 6,833,164 Park Improvements 12,370,161 697,590 - 13,067,751 Equipment 9,070,215 347,996 (96,871) 9,321,340 Vehicles 4,887,382 1,155,405 - 6,042,787 Infrastructure - Bridge 4,081,500 - - 4,081,500 Infrastructure -Street System 189,450,379 2,154,316 (1,397,428) 190,207,267 Infrastructure -Storm Drains 25,287,770 - - 25,287,770 Total Capital Assets Being
Depreciated 295,281,612 7,451,814 (1,494,299) 301,239,127 Less Accumulated Depreciation:

Building and improvements (16,237,163) (852,845) - (17,090,008) Land Improvements (1,261,161) (486,726) - (1,747,887) Park Improvements (8,163,154) (396,587) - (8,559,741) Equipment (6,367,251) (746,053) 92,811 (7,020,493) Vehicles (3,341,620) (544,032) - (3,885,652) Infrastructure - Bridge (244,890) (81,630) (326,520) Infrastructure -Street System (91,056,415) (4,878,209) 1,350,847 (94,583,777) Infrastructure -Storm Drains (5,427,061) (252,878) - (5,679,939) Total Accumulated Depreciation (132,098,715) (8,238,960) 1,443,658 (138,894,017) Total Capital Assets Being
Depreciated, Net 163,182,897 (787,146) (50,641) 162,345,110 Governmental Activities, Capital Assets, Net $ 277,687,828 $ 12,730,110 $ (3,804,036) $ 286,613,902 Depreciation expense was charged to the following functions for governmental activities in the Statement of Activities:
41 Page 87 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
4) CAPITAL ASSETS—Continued
General Government $ 1,312,922
Public Safety 864,239
Engineering and Public Works 5,564,547
Development Services 1,781
Community Services 495,471
$ 8,238,960
Beginning Ending
Business Type Activities: Balance Increases Decreases Balance Capital Assets, Not Being Depreciated:

Land $ 2,954,861 $ - $ - $ 2,954,861 Construction in Progress 17,063,382 7,391,982 (20,069,781) 4,385,583 Total Capital Assets, Not
Being Depreciated 20,018,243 7,391,982 (20,069,781) 7,340,444 Capital Assets Being Depreciated:

Pipelines 69,790,120 2,673,206 (1,196,154) 71,267,172 Reservoirs 37,935,771 16,888,780 - 54,824,551 Building and improvements 55,818 - - 55,818 Land Improvements 9,870 - - 9,870 Treatment Facilities 14,549,932 507,796 - 15,057,728 Wells/pumps 5,340,879 - - 5,340,879 Sewer Manholes 3,007,098 - - 3,007,098 Machinery and Equipment 2,136,385 6,078 - 2,142,463 Vehicles 4,005,585 600,917 - 4,606,502 Total Capital Assets Being
Depreciated 136,831,458 20,676,777 (1,196,154) 156,312,081 Less Accumulated Depreciation:

Pipelines (21,368,836) (1,385,035) 912,097 (21,841,774) Reservoirs (15,979,699) (738,483) - (16,718,182) Land Improvements (6,051) (2,103) - (8,154) Treatment Facilities (7,709,647) (290,999) - (8,000,646) Wells/pumps (1,914,728) (105,253) - (2,019,981) Sewer Manholes (2,216,055) (34,779) - (2,250,834) Machinery and Equipment (1,440,941) (209,217) - (1,650,158) Vehicles (2,373,708) (473,551) - (2,847,259) Total Accumulated Depreciation (53,009,665) (3,239,420) 912,097 (55,336,988) Total Capital Assets Being
Depreciated, Net 83,821,793 17,437,357 (284,057) 100,975,093 Business Activities, Capital Assets, Net $ 103,840,036 $ 24,829,339 $ (20,353,838) $ 108,315,537 Depreciation expense was charged to the following programs for business-type activities in the Statement of Activities:

Water Utility $ 2,389,668
Solid Waste Utility 1,116
Sewer Utility 848,636
$ 3,239,420
42 Page 88 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
5) LONG-TERM LIABILITIES
Changes in long-term liabilities for governmental activities are as follows:

Beginning Ending Due in
Balance Additions Deletions Balance one year
Governmental Activities
Compensated Absences Payable, Net $ 2,326,847 $ 1,688,915 $ 1,315,810 $ 2,699,952 $ 1,298,766 Net OPEB Liability 7,349,813 - 241,639 7,108,174 Net Pension Liability 91,026,855 3,232,747 - 94,259,602 - Claims Payable 8,717,852 1,948,681 4,450,983 6,215,550 1,845,986 Loans from Direct Borrowings:
2021 Multifamily Housing Loan 11,746,651 - 676,299 11,070,352 697,495 Energy Efficiency Lease 1,974,264 - 172,741 1,801,523 176,862 CREBS Lease Agreement 4,302,371 - 98,346 4,204,025 114,018 Total Direct Borrowings 18,023,286 - 947,386 17,075,900 988,375 Total Government Activities $ 127,444,653 $ 6,870,343 $ 6,955,818 $ 127,359,178 $ 4,133,127 The liability for compensated absences, Net OPEB, and Net Pension are generally liquidated by the General Fund and internal service funds.
2021 Multifamily Housing Loan (direct borrowing)
In July 2021, the City entered into a $12.9 million loan agreement with Western Alliance Business Trust (2021 Loan) for the purpose of refunding the 2017 Multifamily Housing Revenue Note (2017 Note). Proceeds from the loan were used to refund in full the 2017 Note, which was issued to refund the 2007 Multifamily Housing Revenue Bonds (2007 Bonds).

The 2007 Bonds were used to finance certain redevelopment projects in the project area of the former Community Redevelopment Agency and to advance refund previous Housing Revenue Bonds. Upon the issuance of the 2021 Loan, the 2017 Note is considered defeased and the liability was removed from these financial statements.

Principal and interest on the 2021 Loan are payable in monthly payments due the first of each month, with the final payment scheduled for August 1, 2037. Payments are secured by a pledge of revenues generated by apartment rentals that have been assigned to the Housing Fund of the City pursuant to Assembly Bills 1x26 and 1484. The loan agreement contains provisions that in an event of default, outstanding amounts may become immediately due if the City is unable to make payment.

The following represents the future annual debt service requirements:
43 Page 89 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
5) LONG-TERM LIABILITIES-Continued
Fiscal Year Ending
June 30, Principal Interest Total
2025 $ 697,495 $ 332,251 $ 1,029,746 2026 719,356 310,390 1,029,746
2027 741,901 287,845 1,029,746
2028 765,153 264,592 1,029,745
2029 789,135 240,611 1,029,746
2030-2034 4,332,533 816,196 5,148,729
2035-2038 3,024,779 150,271 3,175,050
Totals $ 11,070,352 $ 2,402,156 $ 13,472,508
Energy Efficiency Lease Agreement (direct borrowing)
In August 2017, the City entered into a lease-purchase agreement for the acquisition and installation of certain energy conservation equipment including lighting and HVAC (non-solar)with an aggregate principal borrowing of$2,797,094. The proceeds were to be used to pay for energy efficiency and conservation improvements as specified in the agreement. The payments bear interest at 3.60% and are due and payable semi-annually on February 24th and August 24th each year, maturing on August 24, 2032. The General Fund will generally be responsible for making the debt service payments annually.

The annual debt service requirements for the lease agreement as of June 30, 2024 are as follows:

Fiscal Year Ending
June 30, Principal Interest Total
2025 $ 176,862 $ 75,825 $ 252,687 2026 183,160 68,162 251,322
2027 191,372 60,207 251,579
2028 200,307 51,879 252,186
2029 210,252 43,171 253,423
2030-2033 839,570 75,147 914,717
Totals $ 1,801,523 $ 374,391 $ 2,175,914 CREBS Lease Agreement(direct borrowing)
In August 2017, the City entered into a lease-purchase agreement for the acquisition, construction and installation of certain energy conservation equipment and improvements (solar) with an aggregate principal borrowing of$4,548,393. The proceeds were to be used to pay for certain issuance costs and energy efficiency and conservation improvements as specified in the agreement. The payments bear interest at 3.46% and are due and payable semi-annually, on February 24th and August 24th each year, maturing on August 24, 2037.

The General Fund will generally be responsible for making the debt service payments annually.

The annual debt service requirements for the lease agreement as of June 30, 2024 are as follows:
44 Page 90 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
5) LONG-TERM LIABILITIES-Continued
Fiscal Year Ending
June 30, Principal Interest Total
2025 $ 114,018 $ 144,535 $ 258,553 2026 130,727 140,448 271,175
2027 148,527 135,775 284,302
2028 167,479 130,475 297,954
2029 187,643 124,510 312,153
2030-2034 1,514,164 502,962 2,017,126
2035-2038 1,941,467 139,591 2,081,058
Totals $ 4,204,025 $ 1,318,296 $ 5,522,321
Changes in long-term liabilities for business-type activities are as follows:

Beginning Ending Due in
Balance Additions Deletions Balance one year
Business-type Activities
Compensated absences payable, Net $ 474,345 $ 334,607 $ 312,643 $ 496,309 $ 262,356 Net OPEB Liability 1,839,751 - 197,249 1,642,502 Net Pension Liability - 1,023,402 - 1,023,402 2022 Water Revenue Bonds 14,905,000 - 865,000 14,040,000 880,000 2021 Water Refunding Bonds 6,528,000 - 25,000 6,503,000 560,000 Loans from Direct Borrowings:

SAWCO Loan 344,000 - 344,000 -
SWRCB Loan 11,230,655 5,215,759 535,930 15,910,484 Total Direct Borrowings 11,574,655 5,215,759 879,930 15,910,484 Total Business-type Activities $ 35,321,751 $ 6,573,768 $ 2,279,822 $ 39,615,697 $ 1,702,356 2022 Water Revenue Bonds
In March 2022, the City issued $15,750,000 of Water Revenue Bonds to finance capital improvements to the City's water system. The interest rate on the 2022 Bonds is 1.92%, payable semi-annually on April 1 and October 1 of each year until maturity on October 1, 2037. The City has purchased bond insurance to satisfy the reserve requirements for these Bonds.

The Bonds are secured by a pledge of net revenues of the water system. The City is required to set rates,fees, and charges for each fiscal year so as to yield system net revenues during each fiscal year equal to 125% of the annual debt service (including parity debt, if any).

All system net revenues, which approximate $7.5 million annually, are irrevocably pledged to the payment of the installment payments. Principal and interest payments on the bonds for the 2023-24 fiscal year totaled $1,142,872. The Bond indenture contains a provision that in an event of default, outstanding amounts may become immediately due if the City is unable to make payment. The future debt service requirements are as follows:
45 Page 91 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
5) LONG-TERM LIABILITIES—Continued
Fiscal Year Ending
June 30, Principal Interest Total
2025 $ 880,000 $ 261,120 $ 1,141,120 2026 900,000 244,032 1,144,032
2027 915,000 226,608 1,141,608
2028 935,000 208,848 1,143,848
2029 955,000 190,704 1,145,704
2030-2034 5,050,000 669,120 5,719,120
2035-2038 4,405,000 171,216 4,576,216
Totals $ 14,040,000 $ 1,971,648 $ 16,011,648 2021 Water Refunding Bonds
In October 2021,the City issued$6,553,000 of 2021 Water Revenue Refunding Bonds to provide for the current refunding of the remaining portion of the City's 2011 Revenue Refunding Bonds. The interest rate on the 2021 Bonds is 1.5%, payable semi-annually on April 1 and October 1 of each year until maturity on October 1, 2033.

The City has purchased bond insurance to satisfy the reserve requirements for these Bonds.

The City refunded the 2011 Revenue Refunding Bonds to decrease total debt service payments by approximately$1.36 million and to obtain an economic gain (difference between the present values of the debt service payments on the old and new debt) of$1.33 million.

The Bonds are secured by a pledge of net revenues of the water system. The City is required to set rates, fees, and charges for each fiscal year so as to yield system net revenues during each fiscal year equal to 125% of the annual debt service (including parity debt, if any).

All system net revenues, which approximate $7.5 million annually, are irrevocably pledged to the payment of the installment payments. Principal and interest payments on the bonds for the 2023-24 fiscal year totaled $122,732. The Bond indenture contains a provision that in an event of default, outstanding amounts may become immediately due if the City is unable to make payment. The future debt service requirements are as follows:

Fiscal Year Ending
June 30, Principal Interest Total
2025 $ 560,000 $ 93,345 $ 653,345 2026 622,000 84,480 706,480
2027 633,000 75,068 708,068
2028 642,000 65,505 707,505
2029 651,000 55,808 706,808
2030-2034 3,395,000 128,707 3,523,707
Totals $ 6,503,000 $ 502,913 $ 7,005,913 46 Page 92 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
5) LONG-TERM LIABILITIES—Continued
SAWCO Loan Payable (direct borrowing)
In March 2019,the City entered into an agreement with the San Antonio Water Company(SAWCO)to purchase land valued at $1,720,000. The transaction was executed in September of 2019. SAWCO sold the land in exchange for a promissory note for $1,720,000. The loan is payable from the City in equal installments of $344,000 bearing an interest rate of 1.88%. The principal and interest payments are due on December 10, of each year with the final payment maturing on December 10, 2023. The loan was paid off during the fiscal year ended June 30, 2024.

SWRCB Loan Payable (direct borrowing)
The City has entered into a Construction Installment Sale Agreement with the California State Water Resources Control Board (State), to finance the replacement of a 7.5 MG reservoir (Project). The State has agreed to provide Project funds not to exceed $16.5 million. As of June 30, 2024, the City has drawn down $16,446,414 under the agreement.

Interest is accrued on the loan at 1.9% per annum, beginning with each drawdown. The City must pay interest annually during Project construction. Principal payments are not required until Project completion, with a final payment date of April 1, 2053. The loan is secured by a lien on and pledge of net revenues in the City's Water Fund. The City is required to establish and maintain a reserve fund prior to Project completion, in an amount equal to one year's debt service on the loan.

The annual debt service requirements for the loan agreement as of June 30, 2024 are as follows:

Fiscal Year Ending
June 30, Principal Interest Total
2025 $ 416,366 $ 302,299 $ 718,665 2026 424,277 294,388 718,665
2027 432,338 286,327 718,665
2028 440,553 278,113 718,666
2029 448,923 269,742 718,665
2030-2034 2,375,850 1,217,480 3,593,330
2035-2039 2,610,293 983,033 3,593,326
2040-2044 2,867,875 725,450 3,593,325
2045-2049 3,150,875 442,450 3,593,325
2050-2053 2,743,134 131,525 2,874,659
Totals $ 15,910,484 $ 4,930,807 $ 20,841,291
6) OTHER POST EMPLOYMENT BENEFITS
General Information About the OPEB Plan
Plan Description — The City administers a single-employer defined benefit healthcare plan ("the Plan").

Dependents are eligible to enroll, and benefits continue to surviving spouses. 47 Page 93 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
6) OTHER POST EMPLOYMENT BENEFITS—Continued
Benefits Provided — Retirees are offered medical, dental, and vision coverage. Eligibility for retiree health benefits requires retirement from the City on or after age 50 (age 52 for PEPRA New hires) with at least five years of CaIPERS service. Retirement benefits must begin within 120 days of employment termination with the City. Enrollment must be completed within 60 days of retirement, or during any future open enrollment period, if the retiree is not already enrolled in the medical plan. Coverage is for life. Surviving spouses and eligible dependents may continue coverage. Eligible retirees who meet additional requirements based on years of service with the City and hire date receive a subsidy from the City. The retirees are not required to be enrolled in a City plan.A surviving spouse and other eligible dependents are entitled to continue coverage under a City- sponsored plan, but they are required to pay the full premium. The amount that the City contributes depends on the amount of service credit earned while working for the City. Small groups are receiving different benefits based on court orders and special arrangements.

Monthly City Contribution
City Service Retiree Spouse
10 - 14 years $ 72.57 $ 45.00
15 - 19 years 96.81 45.00
20 - 24 years 121.05 45.00
25 or more years 145.14 45.00
Employees Covered by Benefit Terms — As of the June 30, 2023 actuarial valuation, the following current and former employees were covered by the benefit terms under the Plan:

Retirees or spouses of retirees currently receiving benefits 246 Active employees 189
Total 435
Contributions—The Plan and its contribution requirements are established by Memoranda of Understanding with the applicable employee bargaining units and may be amended by agreements between the City and the bargaining units. The annual contributions to the Plan are based on the costs to provide the benefits as described above on a pay as you go basis. For the fiscal year ended June 30, 2024, the City's pay-as-you-go costs were $1,281,371. In addition, as the City's budget allows, the City will make additional contributions to the OPEB Trust Account, administered by the Public Agency Retirement Systems (PARS).

Net OPEB Liability - The City's net OPEB liability was measured as of June 30, 2023 and the total OPEB liability used to calculate the net OPEB liability was determined by an actuarial valuation dated June 30, 2023, based on the following actuarial methods and assumptions:

Valuation Date June 30,2023
Actuarial Cost Method Entry Age Actuarial Cost
Mortality CaIPERS Assumption Model,effective November 17,2021 Age at Retirement 50,52 for PEPRA New Employees
Health Care Trend Rate 7.40% initial,4.14% ultimate
Inflation Rate 2.30%
Salary Changes 2.80%
Discount Rate 5.87%
Asset Return 6.60%
48 Page 94 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
6) OTHER POST EMPLOYMENT BENEFITS—Continued
The long-term expected rate of return on OPEB plan investments was determined using a building-block method in which expected future real rates of return (expected returns, net of OPEB plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighing the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of arithmetic real rates of return for each major asset class included in the OPEB plan's target asset allocation as of June 30, 2024 are summarized in the following table:

Target
Asset Class Allocation
Domestic Equity 47.0%
International Developed Equity 7.0%
Emerging Markets Equity 4.0%
REITs 2.0%
Short-term Bonds 6.8%
Core Fixed Income 27.0%
High Yield 1.3%
Cash 5.0%
Total 100%
Discount Rate —The discount rate of 5.87% is a blended rate between the rate of return of 6.60% and using the Bond Buyer 20-Bond GO index.

Changes in the Net OPEB Liability
Increase (Decrease)
Total OPEB Plan Fiduciary Net OPEB
Liability (TOL) Net Position Liability/(Asset)
Balance at June 30, 2023 (2022 Measurement Date) $ 10,845,591 $ 1,656,027 $ 9,189,564 Changes in the year:

Service cost 218,751 - 218,751
Interest on the total OPEB liability 595,145 - 595,145 Employer contributions - 873,479 (873,479) Actual investment income - 133,943 (133,943) Differences between expected and actual experience 318,443 - 318,443 Changes of assumptions (573,620) - (573,620) Administrative Expense - (9,815) 9,815 Benefit payments, including refunds (873,479) (873,479) - Investment Experience - -Net changes (314,760) 124,128 (438,888) Balance at June 30, 2024 (2023 Measurement Date) $ 10,530,831 $ 1,780,155 $ 8,750,676 Sensitivity of the Net OPEB Liability to changes in the Discount Rate - The following presents the net OPEB liability of the City if it were calculated using a discount rate that is 1-percentage-point lower or 1- percentage-point higher than the current discount rate:
49 Page 95 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
6) OTHER POST EMPLOYMENT BENEFITS—Continued
1% Decrease Discount Rate 1% Increase
(4.87%) (5.87%) (6.87%)
Net OPEB liability (asset) $ 9,681,231 $ 8,750,676 $ 7,938,836 Sensitivity of the Net OPEB Liability to changes in the Healthcare Cost Trend Rates - The following presents the net OPEB liability of the City, as well as what the City's Net OPEB would be if it were calculated using a healthcare cost trend rate that is 1-percentage-point lower or 1-percentage-point higher than the current healthcare cost trend rate:

Current
Healthcare Cost
1% Decrease Trend Rate 1% Increase
Net OPEB liability (asset) $ 8,211,043 $ 8,750,676 $ 9,381,726 OPEB Plan Fiduciary Net Position
PARS issues a publicly available financial report that may be obtained from the Public Agency Retirement Services, 4350 Von Karman Ave., Newport Beach, CA 92660.

OPEB Expense and Deferred Outflows/Inflows of Resources Related to OPEB For the year ended June 30, 2024,the City recognized OPEB expense of$248,585. The City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources:

Deferred Deferred
Outflows Inflows
OPEB Contributions Subsequent to the Measurement Date $ 1,281,371 $ - Changes of Assumptions 613,318 3,238,251
Differences between expected and actual experience 650,163 162,557 Net differences between projected and actual
earnings on plan investments 71,746 -
Total $ 2,616,598 $ 3,400,808
The$1,281,371 reported as deferred outflows of resources related to contributions subsequent to the June 30, 2023 measurement date will be recognized as a reduction of the net OPEB liability during the fiscal year ended June 30, 2025. Other amounts reported as deferred outflows of resources related to OPEB will be recognized as expense as follows:

Year Ending
June 30,
2025 $ (384,917)
2026 (481,233)
2027 (676,540)
2028 (503,989)
2029 (18,902)
Thereafter -
50 Page 96 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
7) TAX ABATEMENT
The City enters into various tax abatement agreements for the purpose of attracting or retaining businesses within the City's jurisdiction. In July 2021,a fifteen-year agreement was entered into with a commercial concrete and asphalt company. As an incentive to continue to operate within the City, for each fiscal year in which the company produces sales tax revenues to the City of Upland in excess of $400,000, the City will pay the company 40% of sales tax revenue. In February of 2016, the City entered into an agreement with a local automobile dealership in order to entice the dealership to remain in the City of Upland and convert vacant property into sales tax generating uses. Enhancing the property for vehicle sales and servicing would require the owner to invest a substantial amount of money. In consideration of the owner's commitment to utilize the property for sales tax generating uses and substantial financial commitment incurred to improve the property, the City will reimburse the owner a maximum of$2,700,000 by way of an annual tax abatement. Seventy-five percent (75%) of annual sales tax revenue exceeding $312,000 will be paid to the owner until reaching the maximum. The total sales tax abated to both companies for the fiscal year ended June 30,2024 was $1,085,327.
8) DEBT WITHOUT GOVERNMENT COMMITMENT
The City has various outstanding bond issues which are not reflected in these financial statements. These bond issues are special obligations payable solely from and secured by specific revenue sources described in the resolutions and official statements of the respective issues. Neither the faith and credit nor the taxing power of the City,the Successor Agency to UCRA,the State of California or any political subdivision thereof, is pledged for the payment of these bonds. No legal obligation on the part of the City exists to make payments on the bonds from any source other than the revenues or assets pledged therefore. The programs are completely administered by trustees, and the total outstanding balance at June 30, 2024 is $66,420,000. 9) CLAIMS AND JUDGEMENTS
The City is exposed to various risks of loss related to its operation, including losses associated with errors and omissions, injuries to employees and members of the public. The City's Self-funded Insurance Internal Service Fund is used to account for and finance its uninsured risks of loss. The City purchases coverage from Municipal Insurance Cooperative (MIC) for general liability coverage, with a limit up to $20M in aggregate and $5M per occurrence. MIC provides coverage in excess of the City's self-insured retention of $2M. Excess general liability coverage is also obtained through excess carriers up to $15M in limits. Homesite Insurance Company provides $5M of first layer excess which excludes Law Enforcement Liability. Lexington Insurance Company also provides$5M of first layer excess specific for Law Enforcement Liability. HDI Global Specialty SE provides $5M excess $5M for the second layer of excess over both Homesite and Lexington. Lastly, Illinois Union Insurance Company provides $5M excess $10M for the third layer providing the total of$15M in limits.

The City is self-insured for Workers' Compensation through its membership with the Municipal Insurance Cooperative Joint Powers Authority, covering occupation injuries and employer's liability insurance. Through its participation in this program, the City has retained a limit of$1M per occurrence purchased through Arch Insurance Company covering up to statutory limits under California Workers' Compensation law. Additionally, the City purchases a buffer layer policy to reduce the$1M retention to $500K covering occupation injuries and employer's liability insurance provided by Response Indemnity Company of CA.

In the past three years, no claims for general liability or workers' compensation have exceeded the City's purchased insurance coverage.
51 Page 97 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
9) CLAIMS AND JUDGEMENTS -Continued
The claims and judgments liability reported in the Self-funded Insurance Internal Service Fund is based on the requirements of Governmental Accounting Standards Board Statement No. 10, which requires that a liability for claims and judgments be reported if information prior to the issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. As of June 30, 2024, claims and judgments payable, including estimated claims for incurred but not reported claims, amounted to$6,215,550.

Changes in the claims and judgments payable amounts in fiscal years ended June 30, 2023 and 2024 for the Self-funded Insurance Fund are as follows:

Claims and
Year Ended Beginning Changes in Claim End
June 30, of Year Estimates Payments of Year
2024 $ 8,717,852 $ 1,948,681 $ 4,450,983 $ 6,215,550 2023 9,831,729 659,066 1,772,943 8,717,852
10) PENSION PLANS
General Information about the Pension Plans - Miscellaneous Plan Descriptions: All qualified permanent and probationary employees are eligible to participate in the City's separate Miscellaneous Plan, an agent multiple-employer defined benefit pension plan administered by the California Public Employees' Retirement System (CaIPERS), which acts as a common investment and administrative agent for its participating member employers. Benefit provisions under the plan are established by State statute and Local Government resolution. CaIPERS issues publicly available reports that include a full description of the pension plans regarding benefit provisions, assumptions and membership information that can be found on the CaIPERS website: www.calpers.ca.gov Benefits Provided: The Plan is an agent multiple-employer defined benefit pension plan administered by the California Public Employees' Retirement System (CaIPERS). A full description of the pension plan regarding number of employees covered, benefit provisions, assumptions(for funding, but not accounting purposes), and membership information are listed in the plan's June 30, 2022 Annual Actuarial Valuation Report (funding valuation). Details of the benefits provided can be obtained in Appendix B of the actuarial valuation report. This report and CaIPERS' audited financial statements are publicly available reports that can be obtained at CaIPERS' website.

The Plans' provisions that are in effect at June 30, 2024, are summarized as follows:
52 Page 98 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
Miscellaneous
Prior to On or after
Hire date January 1, 2013 January 1, 2013
Benefit formula 2.5% @ 55 2% @ 62
Benefit vesting schedule 5 years service 5 years service Benefit payments monthly for life monthly for life Retirement age 50-55 52
Monthly benefits, as a % of eligible compensation (1) (1) Required employee contribution rates 8% 8.00% Required employer contribution rates 12.06% + $2,644,755 12.06% (1) - Depending on years of service
Employees Covered: At June 30, 2024,the following number of employees were covered by the benefit terms for the Plan:

Miscellaneous
Inactive employees or beneficiaries
currently receiving benfits 443
Inactive employees entitled to but not yet
receiving benefits 285
Active employees 161
Contributions: Section 20814(c)of the California Public Employees' Retirement Law(PERL)requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. The total plan contributions are determined through CaIPERS' annual actuarial valuation process. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The employer is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. Employer contribution rates may change if plan contracts are amended. It is the responsibility of the employer to make necessary accounting adjustments to reflect the impact due to any Employer-Paid Member Contributions or situations where members are paying a portion of the employer contribution.

Net Pension Liability
The City's net pension liability for the Plan is measured as the total pension liability, less the pension plan's fiduciary net position. The net pension liability of the Plan is measured as of June 30, 2023, using an annual actuarial valuation as of June 30, 2022 rolled forward to June 30, 2023 using standard update procedures. A summary of principal assumptions and methods used to determine the net pension liability is shown below.

Actuarial Assumptions: The total pension liabilities in the June 30,2022 actuarial valuations were determined using the following actuarial assumptions:
53 Page 99 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
Miscellaneous
Valuation date June 30, 2022
Measurement date June 30, 2023
Actuarial cost method entry-age normal
Actuarial assumptions:

Discount rate 6.90%
Inflation 2.30%
Projected salary increase (1)
Investment rate of return 6.90%
Mortality (2)
(1)Depending on age,service and type of employment
(2)Derived using CaIPERS' Membership Data for all Funds.

The mortality table used was developed based on CaIPERS-specific data. The probabilities of mortality are based on the 2021 CaIPERS Experience Study for the period from 2001 to 2019. Pre-retirement and Post- retirement mortality rates include generational mortality improvement using 80% of Scale MP-2020 published by the Society of Actuaries. For more details on this table, please refer to the CaIPERS Experience Study and Review of Actuarial Assumptions report from November 2021 that can be found on the CaIPERS website.

Long-term Expected Rate of Return-The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class.

In determining the long-term expected rate of return, CaIPERS took into account both short-term and long-term market return expectations as well as the expected pension fund cash flows. Using historical returns of all the funds' asset classes, expected compound returns were calculated over the short-term (first 10 years) and the long-term (11-60 years) using a building-block approach. Using the expected nominal returns for both short- term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the rounded single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equal to the single equivalent rate calculated above and adjusted to account for assumed administrative expenses. The expected real rates of return by asset class are as follows:
54 Page 100 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
New Strategic
Asset Class Allocation Real Return (1,2)
Global Equity -Cap Weighted 30% 4.54%
Global Equity - Non-Cap Weighted 12% 3.84%
Private Equity 13% 7.28%
Treasury 5% 0.27%
Mortgage-backed Securities 5% 0.50%
Investment Grade Corporates 10% 1.56%
High Yield 5% 2.27%
Emerging Market Debt 5% 2.48%
Private Debt 5% 3.57%
Real Assets 15% 3.21%
Leverage -5% -0.59%
(1)An expected inflation of 2.3% used for this period.
(2) Figures are based on the 2021 Asset Liability Management study.

Discount Rate — The discount rate used to measure the total pension liability for PERF C was 6.90%. The projection of cash flows used to determine the discount rate assumed that contributions from plan members will be made at the current member contribution rates and that contributions from employers will be made at statutorily required rates, actuarially determined. Based on those assumptions, the Plan's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members.Therefore, the long-term expected rate of return on plan investments was applied to all periods of projected benefit payments to determine the total pension liability.

Changes in Net Pension Liability
The changes in the Net Pension Liability for the Miscellaneous Plan are as follows:

Increase(Decrease)
Pension Plan Plan Fiduciary Net Pension
Liability Net Position Liability/(Asset)
Balance at June 30, 2022 $ 147,911,542 $ 115,780,561 $ 32,130,981 Changes in the year:

Service cost 2,070,254 - 2,070,254
Interest on the total pension liability 10,152,697 - 10,152,697 Changes of benefit terms 247,341 - 247,341 Differences between expected and actual experience 2,485,916 - 2,485,916 Contributions from the employer - 3,882,671 (3,882,671) Contributions from employees - 837,654 (837,654) Net investment income - 7,012,878 (7,012,878) Benefit payments, including refunds (9,078,780) (9,078,780) - Administrative/other expense - (85,140) 85,140 Net changes 5,877,428 2,569,283 3,308,145 Balance at June 30, 2023 $ 153,788,970 $ 118,349,844 $ 35,439,126 55 Page 101 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
Sensitivity of the Net Pension Liability to Changes in the Discount Rate: The following presents the net pension liability of the Plan as of the measurement date, calculated using the discount rate of 6.90 percent, as well as what the net pension liability would be if it were calculated using a discount rate that is 1 percentage- point lower(5.90 percent) or 1 percentage-point higher(7.90 percent)than the current rate:

Miscellaneous
1% Decrease 5.90%
Net Pension Liability $ 54,884,181
Current Discount Rate 6.90%
Net Pension Liability $ 35,439,126
1% Increase 7.90%
Net Pension Liability $ 19,417,133
Pension Plan Fiduciary Net Position: Detailed information about the pension plan's fiduciary net position is available in the separately issued CaIPERS financial reports.

Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions For the year ended June 30, 2024, the City recognized pension expense of$7,804,297 for the Miscellaneous Plan. At June 30, 2024, the City reported deferred outflows and deferred inflows for the Miscellaneous Plan from the following sources:

Miscellaneous
Deferred Outflows Deferred Inflows
of Resources of Resources
Pension contributions subsequent to measurement date $ 4,067,668 $ - Differences between actual and expected experience 1,302,146 - Changes in assumptions -Net differences between projected and actual earnings on plan investments 5,528,532 -
Total $ 10,898,346 $ -
$4,067,668 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2025. Other amounts reported as deferred outflows and deferred inflows related to pensions will be recognized as pension expense as follows:

Year Ending
June 30, Amount
2025 $ 2,253,640
2026 795,954
2027 3,617,575
2028 163,509
2029 -
Thereafter -
56 Page 102 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
General Information about the Pension Plans—Safety
Plan Description—All qualified permanent and probationary employees are eligible to participate in the Public Agency Cost-sharing Multiple-employer Defined Benefit Pension Plan (Plan) administered by the California Public Employees' Retirement System (CaIPERS.) The Plan consists of individual rate plans (benefit tiers) within a safety risk pool (police and fire). Plan assets may be used to pay benefits for any employer rate plan of the safety pool. Accordingly, rate plans within the safety pool are not separate plans under GASB Statement No. 68. Individual employers may sponsor more than one rate plan in the safety pool. The City sponsors five rate plans. Benefit provisions under the Plan are established by State statute and City resolution. CaIPERS issues publicly available reports that include a full description of the pension plan regarding benefit provisions, assumptions and membership information that can be found on the CaIPERS website: www.calpers.ca.gov Benefits Provided —The Plan is a cost-sharing multiple-employer defined benefit pension plan administered by the California Public Employees' Retirement System(CaIPERS).A full description of the pension plan benefit provisions, assumptions for funding purposes but not accounting purposes, and membership information is listed in the June 30, 2022 Annual Actuarial Valuation Report. Details of the benefits provided can be obtained in Appendix B of the June 30, 2022 actuarial valuation report. This report is a publicly available valuation report that can be obtained at CaIPERS' website under Forms and Publications.

The rate plan provisions and benefits in effect at June 30, 2024, are summarized as follows:

Safety
Safety PEPRA
Prior to On or after
Hire date January 1, 2013 January 1, 2013 Benefit formula 3% @ 55 2.7% @ 55
Benefit vesting schedule 5 years service 5 years service Benefit payments monthly for life monthly for life Retirement age 50 - 55 52
Monthly benefits, as a % of eligible compensation (1) (1) Required employee contribution rates 9% 14.50% Required employer contribution rates 24.34% + $3,722,101 16.60% + $34,155 Contributions — Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. Funding contributions for the Plans are determined annually on an actuarial basis as of June 30 by CaIPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees.

Beginning in fiscal year 2016, CaIPERS collects employer contributions for the Plan as a percentage of payroll for the normal cost portion as noted in the rates above and as a dollar amount for contributions toward the unfunded liability. The dollar amounts are billed on a monthly basis. The City's required contribution for the unfunded liability was $3,756,256 in fiscal year 2024. The City's contributions to the Plan for the year ended June 30, 2024 were $5,501,011.
57 Page 103 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
Pension Liabilities, Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions As of June 30, 2024, the City reported a liability of$59,843,878 for its proportionate share of the net pension liability. The City's net pension liability for the Plan is measured as the proportionate share of the net pension liability. The net pension liability of the Plan is measured as of June 30, 2023, and the total pension liability for the Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2022 rolled forward to June 30, 2023 using standard update procedures. The City's proportion of the net pension liability was based on a projection of the City's long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined.

The City's proportionate share of the Plan's net pension liability as of June 30, 2023 and 2024 (2022 and 2023 measurement date)was as follows:

Proportion -June 30, 2023 0.85709%
Proportion -June 30, 2024 0.80059%
Change - Increase (Decrease) -0.05650%
For the year ended June 30, 2024, the City recognized pension expense of$6,644,321. At June 30, 2024, the City reported deferred outflows of resources and deferred inflows of resources related to the Safety pension plan from the following sources:

Deferred Outflows Deferred Inflows
of Resources of Resources
Pension contributions subsequent to measurement date $ 5,501,011 $ - Differences between actual and expected experience 4,393,644 376,142 Changes in assumptions 3,492,569 -
Change in employer's proportion and differences - 19,785,533 Differences between the employer's contributions and
the employer's proportionate share of contributions 11,804,906 1,890,505 Net differences between projected and actual
earnings on plan investments 8,189,618 -
Total $ 33,381,748 $ 22,052,180 The $5,501,011 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2025.

Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as pension expense as follows:

Year Ending
June 30, Amount
2025 $ 25,652
2026 1,207
2027 5,573,111
2028 228,587
2029 -
Thereafter -
58 Page 104 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
Actuarial Assumptions—The total pension liabilities in the June 30,2022 actuarial valuations were determined using the following actuarial assumptions:

Valuation date June 30, 2022
Measurement date June 30, 2023
Actuarial cost method entry-age normal
Actuarial assumptions:

Discount rate 6.90%
Inflation 2.30%
Payroll growth 3.00%
Projected salary increase (1)
Investment rate of return 6.90%
Mortality (2)
(1)Depends on entry age,service and type of employment
(2)Derived using CaIPERS' Membership Data for all Funds.

The mortality table used was developed based on CaIPERS-specific data. The probabilities of mortality are based on the 2021 CaIPERS Experience Study for the period from 2001 to 2019. Pre-retirement and Post- retirement mortality rates include generational mortality improvement using 80% of Scale MP-2020 published by the Society of Actuaries. For more details on this table, please refer to the CaIPERS Experience Study and Review of Actuarial Assumptions report from November 2021 that can be found on the CaIPERS website.

Long-term Expected Rate of Return-The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. In determining the long-term expected rate of return, CaIPERS took into account both short-term and long-term market return expectations as well as the expected pension fund cash flows. Using historical returns of all the funds' asset classes, expected compound returns were calculated over the short-term (first 10 years) and the long-term (11-60 years) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund.

The expected rate of return was set by calculating the rounded single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equal to the single equivalent rate calculated above and adjusted to account for assumed administrative expenses.

The expected real rates of return by asset class are as follows:
59 Page 105 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
10) PENSION PLANS—Continued
New Strategic
Asset Class Allocation Real Return (1,2)
Global Equity -Cap Weighted 30% 4.54%
Global Equity - Non-Cap Weighted 12% 3.84%
Private Equity 13% 7.28%
Treasury 5% 0.27%
Mortgage-backed Securities 5% 0.50%
Investment Grade Corporates 10% 1.56%
High Yield 5% 2.27%
Emerging Market Debt 5% 2.48%
Private Debt 5% 3.57%
Real Assets 15% 3.21
Leverage -5% -0.59%
(1)An expected inflation of 2.3% used for this period.
(2) Figures are based on the 2021 Asset Liability Management study.

Discount Rate — The discount rate used to measure the total pension liability for PERF C was 6.90%. The projection of cash flows used to determine the discount rate assumed that contributions from plan members will be made at the current member contribution rates and that contributions from employers will be made at statutorily required rates, actuarially determined. Based on those assumptions, the Plan's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on plan investments was applied to all periods of projected benefit payments to determine the total pension liability.

Sensitivity of the Proportionate Share of the Net Pension Liability to Changes in the Discount Rate — The following presents the City's proportionate share of the net pension liability for the Plan, calculated using the discount rate for the Plan, as well as what the City's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower or 1-percentage point higher than the current rate:
1% Decrease 5.90%
Net Pension Liability $ 93,744,241
Current Discount Rate 6.90%
Net Pension Liability $ 59,843,878
1% Increase 7.90%
Net Pension Liability $ 32,127,918
Pension Plan Fiduciary Net Position — Detailed information about the Plan's fiduciary net position is available in the separately issued CaIPERS financial reports.

Payable to the Pension Plan - At June 30, 2024, the City reported no payables to the pension plan, for outstanding contributions required for the year ended June 30, 2024.

The total pension expense for the miscellaneous and safety plan was$14,448,618. 60 Page 106 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
11) EQUITY INTERESTS
The City has ownership in the San Antonio and West End water companies based upon the number of stock shares owned. To protect the water rights for the citizens of Upland, the City's water utility has followed the practice of purchasing shares of stock in the water companies as they become available. The City's primary motivation for owning shares in the water companies is to secure rights to well water pumped by the two companies. One Upland City Council member is also on the Board of San Antonio Water Company. As development takes place within the City, the City requires developers to contribute 1.5 shares for each acre developed. The City's equity interests in the water companies has been recorded using the equity method of accounting and is reflected as an equity interest in the accompanying financial statements.

On February 19, 1980, the Water Facilities Authority was created under a joint exercise of powers agreement for the acquisition and construction of facilities to supply water to the inhabitants within the boundaries of its members.The Authority's Board of Directors consists of one member appointed from each participating agency.

The City's investment in the Authority has been recorded using the equity method of accounting and is reflected as an equity interest in the accompanying financial statements.

Separate financial statements may be obtained for the San Antonio Water Company and Liquidation Trust at 139 North Euclid Avenue, Upland, California; for the West End Consolidated Water Company at 460 N. Euclid Avenue, Upland, California; and for the Water Facilities Authority at 1775 North Benson Avenue, Upland, California. The following schedule summarizes the City's investment in joint ventures at June 30, 2024 and the gain (loss)on the investment for the year then ended:

City's Share of
Percentage Total Joint City's Equity Joint Venture Net Water Company Ownership Venture Equity Interest Income (Loss) San Antonio Water Company 70.61% $ 31,849,459 $ 22,490,035 $ 626,383 West End Water Company 91.18% 2,591,822 2,363,223 16,858 Water Facilities Authority 23% 31,884,034 7,333,328 237,418 Total $ 32,186,586 $ 880,659
12) SUCCESSOR AGENCY ACTIVITIES
Changes in long-term liabilities for the Successor Agency are as follows:

Beginning Ending Due in
Balance Additions Retirements Balance one year
Fiduciary Fund Long-term Debt
2013 Tax Allocation Bonds $ 2,400,000 $ - $ 2,400,000 $ - $ 2016 Tax Allocation Bonds 11,210,000 - 205,000 11,005,000 2,395,000 Unamortized Premium 1,282,671 - 291,698 990,973 Total Fiduciary Fund Debt $ 14,892,671 $ - $ 2,896,698 $ 11,995,973 $ 2,395,000 2013 Tax Allocation Refunding Bonds
On May 9, 2013, the Successor Agency of the former Upland Community Redevelopment Agency issued tax allocation refunding bonds in the amount of$22,090,000 to refund the outstanding aggregate principal amount of the 1998 and 2003 Tax Allocation Bonds. Interest rates on the bonds range from 2.00% to 5.00% and are payable semi-annually on March 1 and September 1 of each year until maturity. The interest and principal of 61 Page 107 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
12)SUCCESSOR AGENCY ACTIVITIES—Continued
the bonds are payable from pledged tax increment revenues of the Merged Project Area. Term Bonds maturing September 1, 2018 and September 1, 2024 are subject to mandatory sinking fund redemption, in part by lot, on September 1, 2015 and September 1, 2019, respectively, and on each September 1 thereafter at a price equal to the principal amount thereof plus accrued interest. There are certain limitations regarding the issuance of parity debt as further described in the official statement. These bonds were paid off during the fiscal year ended June 30, 2024.
2016 Tax Allocation Refunding Bonds
On September 14, 2016, the Successor Agency of the former Upland Community Redevelopment Agency issued tax allocation refunding bonds in the amount of $12,275,000 to refund the outstanding aggregate principal amount of the 2006 Tax Allocation Bonds. Interest rates on the 2016 Bonds range from 2.00% to

5.00%, and payments are due semi-annually on March 1 and September 1 of each year until maturity. The interest and principal of the bonds are payable from pledged tax increment revenues of the Merged Project Area. Term Bonds maturing September 1, 2036 are subject to mandatory sinking fund redemption, in part by lot, on September 1, 2029, and on each September 1 thereafter at a price equal to the principal amount thereof, plus accrued interest.

The future debt service requirements for the bonds are as follows:

Fiscal Year Ending
June 30, Principal Interest Total
2025 $ 2,395,000 $ 386,813 $ 2,781,813
2026 2,530,000 263,888 2,793,888
2027 970,000 181,037 1,151,037
2028 1,015,000 136,263 1,151,263
2029 345,000 107,006 452,006
2030-3034 2,235,000 366,232 2,601,232
2035-2037 1,515,000 63,319 1,578,319
Totals $ 11,005,000 $ 1,504,558 $ 12,509,558 13) CONTINGENT RECEIVABLE
Measure I is the half-cent sales tax collected throughout San Bernardino County for transportation improvements. San Bernardino County Transportation Authority(SBCTA),the regional transportation authority, administers Measure I revenue and is responsible for determining which projects receive Measure I funding, and ensuring that transportation projects are implemented. In June of 2012, the City and SBCTA entered into a Jurisdiction Master Agreement. Per the terms of the Agreement, SBCTA will reimburse the City for the public share of eligible project expenditures with Measure I funds in an amount determined by SBCTA. SBCTA is to annually adopt a funding allocation and project list and will notify the City of the Measure I allocation and the list of eligible projects for reimbursement. The City will prepare and submit to SBCTA invoices for reimbursement of those eligible expenditures.
62 Page 108 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
13) CONTINGENT RECEIVABLE -Continued
Revenues are recognized by the City when both eligible expenditures have been incurred and annual funding allocations are approved by SBCTA. At June 30, 2024, prior expenditures related to the Foothill Boulevard Widening Project,which total over$3.5 million are included in the Measure I projects eligible for reimbursement.

However, due to limited program tax revenue accruals from 2010, only $2,590,094 of project costs have been approved for disbursements by SBCTA and recorded as revenue as of June 30, 2024. Of this amount, $1,807,920 was received in prior years and $213,810 remained outstanding as of June 30, 2024. Future reimbursements are expected to coincide with annual tax revenue generated under the Measure I program for arterial transportation projects.
14) FUND BALANCE
The City's governmental fund balances at June 30, 2024, are presented below:

Total Non-major Total
General Housing ARPA Governmental Governmental Fund Fund Fund Funds Funds
Nonspendable:

Inventory and Prepaid Items $ 135,004 $ - $ - $ - $ 135,004 Long-term Notes Receivable 18,331 - - - 18,331 Restricted:

Disability Access 163,737 - - - 163,737 Section 115 Pension Trust 7,376,442 - - - 7,376,442 Low and Moderate Income Housing - 10,998,771 - 7,163,741 18,162,512 Public Safety - - - 5,070,440 5,070,440 Street Maintenance - - - 18,143,240 18,143,240 Air Pollution Reduction Measures - - - 161,139 161,139 Downtown Parking& Business Improvement - - - 189,910 189,910 Underground Utilities - - - 4,066,116 4,066,116 Capital Improvements - - 266,195 495,326 761,521 Park Acquisition and Development - - - 9,806,272 9,806,272 Storm Drain - - - 1,485,448 1,485,448 Street and Traffic Safety - - - 431,700 431,700 Street and Alley Repair - - - 800,546 800,546 Committed to:

Economic Uncertainty Reserve 13,800,000 - - - 13,800,000 Emergency Contingency 1,000,000 - - - 1,000,000 General Plan Update 800,968 - - - 800,968 Memorial Park Improvements 140,000 - - - 140,000 Legal/Labor Negotiations 450,000 - - - 450,000 Park District 1 64,270 - - - 64,270 Park District 2 76,960 - - - 76,960 Park District 4 40,410 - - - 40,410 Assigned:

General Capital Improvements - - - 1,297,145 1,297,145 Unassigned (6,244,888) - - (1,189,446) (7,434,334) Total Fund Balance $ 17,821,234 $ 10,998,771 $ 266,195 $ 47,921,577 $ 77,007,777 The deficit unassigned fund balance in the Major governmental funds will be repaid when receivables are collected and from future revenues. In accordance with the City's General Fund reserve policy, balances were categorized as assigned for Infrastructure Improvements totaling$1,650,817 and Building Maintenance Improvements totaling $2,493,409 but have been eliminated to offset the deficit unassigned fund balance. 63 Page 109 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
15) COMMITMENTS AND CONTINGENCIES
The City has been named as a defendant in certain other claims and litigation matters. In the opinion of City management,the outcome of such litigation is not expected to result in a material adverse effect to the financial condition of the City beyond that accrued in the City's Self-funded Insurance Fund.

The City has received state and federal funds for specific purposes that are subject to review and audit by the grantor agencies. Although such audits could generate expenditure disallowances under the terms of the grants, it is believed that any required reimbursements will not be material.

The City had approximately$6,762,885 in outstanding construction contract obligations as of June 30, 2024.

State Water Resource Control Board Loans
On November 25, 2019, the City entered into a construction financing agreement(State Revolving Fund (SRF) loan) with the California State Water Resources Control Board for the construction of a replacement 7.5 MG water reservoir(project). Pursuant to the financing agreement, the state loan will finance planning, design, and construction of the reservoir in an amount not to exceed $16.5 million with an interest rate of 1.9%for a 30-year term. Per the financing agreement, the loan will be repaid from the pledge of net water revenues of the City's Water System and its Water Enterprise Fund. After construction is completed,the project loan schedule will be adjusted to reflect the actual project expenditures.

The project was awarded on November 23, 2020 with construction to commence in the beginning of 2021. The City will make progress payment requests to the State for reimbursement of payments made for eligible project expenses. The first reimbursement for eligible costs was received from the State on September 23, 2020. 16) LEASES
Lease Receivable- In prior fiscal years, the City entered into various land lease agreements with third parties to lease pieces of land owned by the City. The initial lease terms ranged from 4 to 44 years. The City currently receives monthly payments from all leases of $70,285. The City recognized $563,053 in lease revenue and $280,361 in interest revenue during the current fiscal year related to the various leases. As of June 30, 2024, the City's receivable for lease payments was $4,389,331. Also, the City has a deferred inflow of resources associated with leases that will be recognized as revenue over the lease terms. As of June 30, 2024, the balance of the deferred inflow of resources was $4,389,331. 64 Page 110 of 377

City of Upland
Notes to Financial Statements
Year Ended June 30, 2024
17) DISCRETELY PRESENTED COMPONENT UNITS
West End Consolidated Water Company
Capital assets activity for the West End Consolidated Water Company for the year ended December 31, 2023, was as follows:

Beginning Ending
Balance Increases Decreases Balance
Capital Assets, Not Being Depreciated:

Land $ 8,574 $ - $ - $ 8,574 Water Rights 487,296 - - 487,296 Total Capital Assets, Not Depreciated 495,870 - - 495,870 Capital Assets Being Depreciated:

Facility and Fencing Improvements 22,810 - - 22,810 Boosters 26,374 - - 26,374
Wells 1,280,137 - - 1,280,137
Reservoirs 59,528 - - 59,528
Pipelines 259,772 - - 259,772
Pumps and Equipment 269,045 - - 269,045 Total Capital Assets Being Depreciated 1,917,666 - - 1,917,666 Less Accumulated Depreciation: 1,012,947 32,453 - 1,045,400 Net Capital Assets Being Depreciated 904,719 (32,453) - 872,266 West End, Capital Assets, Net $ 1,400,589 $ (32,453) $ - $ 1,368,136 San Antonio Water Company
Capital assets activity for the San Antonio Water Company for the year ended December 31,2023,was as follows:

Beginning Ending
Balance Increases Decreases Balance
Capital Assets, Not Being Depreciated:

Land and Water Rights $ 920,161 $ - $ - $ 920,161 Construction in Progress 1,484,227 4,654,121 129,292 6,009,056 Total Capital Assets, Not Depreciated 2,404,388 4,654,121 129,292 6,929,217 Capital Assets Being Depreciated:

Tunnels and Forebay 1,587,111 - - 1,587,111 Wells, Shafts, Building 4,910,920 - - 4,910,920 Pipelines 19,228,760 - - 19,228,760 Boosters 2,500,593 129,292 - 2,629,885 Reservoirs 3,081,787 - - 3,081,787 All Other 4,962,526 150,272 335,523 4,777,275 Total Capital Assets Being Depreciated 36,271,697 279,564 335,523 36,215,738 Less Accumulated Depreciation: 16,107,936 1,098,703 (279,965) 16,926,674 Net Capital Assets Being Depreciated 20,163,761 (819,139) 55,558 19,289,064 San Antonio, Capital Assets, Net $ 22,568,149 $ 3,834,982 $ 184,850 $ 26,218,281 65 Page 111 of 377

REQUIRED SUPPLEMENTARY INFORMATION
66 Page 112 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual - General Fund
Year Ended June 30, 2024
Variance with
Final Budget
Budgeted Amounts Actual Positive
Original Final Amounts (Negative)

REVENUES
Taxes:

Property Taxes $ 20,969,090 $ 21,897,000 $ 21,871,738 $ (25,262) Business License Taxes 1,100,000 1,200,000 1,267,942 67,942 Sales and Use Tax 20,451,030 24,188,600 24,592,071 403,471 Franchise Tax 1,301,920 1,301,920 1,477,914 175,994 Other 1,019,460 1,057,360 1,063,161 5,801 Licenses and Permits 2,129,220 1,944,830 2,055,470 110,640 Charges for Services 2,975,920 2,728,503 3,038,822 310,319 Fines and Penalties 506,270 634,270 768,611 134,341 Investment Income 235,000 931,570 2,140,231 1,208,661 Rental Income 1,321,920 1,306,150 1,137,827 (168,323) Intergovernmental 258,240 275,770 283,772 8,002 Other Revenue 90,840 197,460 324,138 126,678 Total Revenues 52,358,910 57,663,433 60,021,697 2,358,264

EXPENDITURES
Current:

General Government 2,948,750 2,787,936 4,236,213 (1,448,277) Public Safety 30,252,700 30,319,986 28,812,721 1,507,265 Engineering and Public Works 9,566,340 10,255,443 9,840,292 415,151 Development Services 2,962,520 2,924,605 2,650,759 273,846 Community Services 5,027,260 5,218,173 4,937,887 280,286 Debt Service:

Principal 271,100 271,100 271,087 13 Interest and Fiscal Charges 597,450 597,450 597,441 9 Total Expenditures 51,626,120 52,374,693 51,346,400 1,028,293 Excess (Deficiency)of Revenues
over Expenditures 732,790 5,288,740 8,675,297 3,386,557

OTHER FINANCING SOURCES (USES)
Transfers In - - 5,880,756 5,880,756 Transfers Out - (5,632,440) (6,504,936) (872,496) Total Other Financing Sources (Uses) - (5,632,440) (624,180) 5,008,260 Net Change in Fund Balances 732,790 (343,700) 8,051,117 8,394,817 Fund Balances, Beginning 9,770,117 9,770,117 9,770,117 - Fund Balances, Ending $ 10,502,907 $ 9,426,417 $ 17,821,234 $ 8,394,817 67 Page 113 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Housing Special Revenue Fund
Year Ended June 30, 2024
Variance with
Final Budget
Budgeted Amounts Actual Positive
Original Final Amounts (Negative)

REVENUES
Charges for Services $ 15,000 $ 15,000 $ 13,237 $ (1,763) Investment Income 15,000 15,000 284,332 269,332 Rental Income 4,800,000 4,800,000 5,456,327 656,327 Other Revenue 50,500 50,500 52,597 2,097 Total Revenues 4,880,500 4,880,500 5,806,493 925,993

EXPENDITURES
Current:

Development Services 3,230,660 4,780,660 5,232,469 (451,809) Debt Service:

Principal 674,580 674,580 676,299 (1,719) Interest& Fiscal Charges 355,200 355,200 353,447 1,753 Total Expenditures 4,260,440 5,810,440 6,262,215 (451,775) Excess (Deficiency)of Revenues
over Expenditures 620,060 (929,940) (455,722) 474,218

OTHER FINANCING SOURCES (USES)
Transfers In - - - -
Issuance of Debt - - - -
Total Other Financing Sources (Uses) - - - - Net Change in Fund Balance 620,060 (929,940) (455,722) 474,218 Fund Balance, Beginning 11,454,493 11,454,493 11,454,493 - Fund Balance, Ending $ 12,074,553 $ 10,524,553 $ 10,998,771 $ 474,218 68 Page 114 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual -ARPA Special Revenue Fund
Year Ended June 30, 2024
Variance with
Final Budget
Budgeted Amounts Actual Positive
Original Final Amounts (Negative)

REVENUES
Investment Income $ - $ - $ 693,638 $ 693,638 Intergovernmental - - 4,829,904 4,829,904 Total Revenues - - 5,523,542 5,523,542

EXPENDITURES
Current:

General Government 1,237,420 2,898,791 1,155,349 1,743,442 Public Safety 22,500 414,123 288,992 125,131 Engineering and Public Works 3,583,590 4,164,104 2,533,338 1,630,766 Development Services - 1,373,908 419,893 954,015 Community Services 313,340 536,000 432,332 103,668 Total Expenditures 5,156,850 9,386,926 4,829,904 4,557,022 Excess (Deficiency)of Revenues
over Expenditures (5,156,850) (9,386,926) 693,638 10,080,564

OTHER FINANCING SOURCES (USES)
Transfers In - - - -
Issuance of Debt - - - -
Total Other Financing Sources (Uses) - - - - Net Change in Fund Balance (5,156,850) (9,386,926) 693,638 10,080,564 Fund Balance, Beginning (427,443) (427,443) (427,443) - Fund Balance, Ending $ (5,584,293) $ (9,814,369) $ 266,195 $ 10,080,564 69 Page 115 of 377

City of Upland
Notes to Required Supplementary Information
Year Ended June 30, 2024

BUDGETS AND BUDGETARY ACCOUNTING
The following procedures are used in establishing the budgetary data reflected in the financial statements:

The City Council approves each year's budget submitted by the City Manager prior to the beginning of the fiscal year.

Public hearings are conducted prior to the adoption by City Council. Appropriations for each fund may only be increased or decreased by the City Council. During the year,there were budgetary appropriation decreases amounting to $10,103,899. The City Manager has authority to adjust the amounts appropriated between the departments 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 level on which expenditures may not legally exceed appropriations is the fund level.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. City Council approval is required for an increase in total appropriations greater than $20,000.

Budgets for the various funds are adopted on a basis consistent with generally accepted accounting principles(GAAP).

Annual appropriated budgets are legally adopted for the general, special revenue, capital projects, and debt service fund types, except for the HUD Economic Development Initiative Special Revenue Fund and the Public Financing Authority Debt Service funds for which no budget is legally adopted and therefore no budget comparison schedule will be presented.
70 Page 116 of 377

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71 Page 117 of 377

City of Upland
Required Supplementary Information
Year Ended June 30, 2024
Schedule of Changes in the Net Pension
Liability and Related Ratios -Last 10 Years
Agent Multiple-employer Plan -Miscellaneous
Measurement Period
Total Pension Liability 2023 2022 2021
Service cost $ 2,070,254 $ 1,851,762 $ 1,692,908 Interest on total pension liability 10,152,697 9,769,936 9,678,380 Changes in assumptions - 4,234,238 - Changes of benefit terms 247,341 - - Differences between expected and actual experience 2,485,916 (910,990) 1,115,756 Benefit payments, including refunds (9,078,780) (8,755,121) (8,330,169) Net change in total pension liability 5,877,428 6,189,825 4,156,875 Total pension liability- beginning 147,911,542 141,721,717 137,564,842 Total pension liability-ending (a) $ 153,788,970 $ 147,911,542 $ 141,721,717 Plan Fiduciary Net Position
Contributions-employer $ 3,882,671 $ 19,650,167 $ 4,063,124 Contributions-employee 837,654 830,404 633,415 Net investment income 7,012,878 (9,064,780) 21,384,568 Benefit payments (9,078,780) (8,755,121) (8,330,169) Net Plan to Plan Resource Movement - - - Administrative/Other Expense (85,140) (70,511) (95,434) Net change in plan fiduciary net position 2,569,283 2,590,159 17,655,504 Plan fiduciary net position - beginning 115,780,561 113,190,402 95,534,898 Plan fiduciary net position -ending (b) $ 118,349,844 $ 115,780,561 $ 113,190,402 Net pension liability-ending (a)- (b) $ 35,439,126 $ 32,130,981 $ 28,531,315 Plan fiduciary net position as a percentage
of the total pension liability 76.96% 78.28% 79.87% Covered payroll $ 11,412,853 $ 8,467,768 $ 8,066,572 Net pension liability as percentage of
covered payroll 310.52% 379.45% 353.70% Notes to Schedule of Changes in Net Pension Liability and Related Ratios:

Benefit Changes: The figures above do not include any liability impact that may have resulted from plan changes which occurred after the June 30, 2018 valuation date. This applies to voluntary benefit changes as well as any offers of Two Years Additional Service Credit(a.k.a. Golden Handshakes).

Changes in Assumptions: In 2022, the accounting discount rate reduced from 7.15 percent to 6.90 percetn. In 2017, the accounting discount rate reduced from 7.65 percent to 7.15 percent. In 2016, there were no changes. In 2015, amounts reported reflected an adjustment of the discount rate from 7.5 percent(net of administrative expense)to 7.65 percent(without a reduction for pension plan administrative expense.) In 2014, amounts reported were based on the 7.5 percent discount rate. 72 Page 118 of 377

Measurement Period
2020 2019 2018 2017 2016 2015
$ 1,461,755 $ 1,581,166 $ 1,568,587 $ 1,728,641 $ 1,603,986 $ 1,778,643 9,399,565 9,162,859 8,880,290 8,747,118 8,670,714 8,475,794 - - (600,917) 7,056,199 - (2,015,694) 532,528 1,054,267 (675,727) (1,671,546) (1,502,457) (3,437,406) (8,056,083) (7,756,492) (7,358,347) (7,154,726) (6,299,318) (5,934,069) 3,337,765 4,041,800 1,813,886 8,705,686 2,472,925 (1,132,732) 134,227,077 130,185,277 128,371,391 119,665,705 117,192,780 118,325,512 $ 137,564,842 $ 134,227,077 $ 130,185,277 $ 128,371,391 $ 119,665,705 $ 117,192,780 $ 4,697,971 $ 3,311,285 $ 2,999,453 $ 2,352,967 $ 2,239,207 $ 1,977,651 670,433 754,481 655,077 670,114 703,361 703,031 4,621,628 5,949,555 7,384,991 9,227,177 429,550 1,971,870 (8,056,083) (7,756,492) (7,358,347) (7,154,726) (6,299,318) (5,934,069) - 1,301 - - (301) -
(132,141) (65,111) (398,906) (122,962) (52,573) (97,096) 1,801,808 2,195,019 3,282,268 4,972,570 (2,980,074) (1,378,613) 93,733,090 91,538,071 88,255,803 83,283,233 86,263,307 87,641,920 $ 95,534,898 $ 93,733,090 $ 91,538,071 $ 88,255,803 $ 83,283,233 $ 86,263,307 $ 42,029,944 $ 40,493,987 $ 38,647,206 $ 40,115,588 $ 36,382,472 $ 30,929,473

69.45% 69.83% 70.31% 68.75% 69.60% 73.61% $ 8,343,351 $ 8,524,725 $ 8,430,545 $ 9,034,865 $ 9,183,479 $ 10,003,615 503.75% 475.02% 458.42% 444.01% 396.17% 309.18% 73 Page 119 of 377

City of Upland
Required Supplementary Information
Year Ended June 30, 2024
Schedule of Changes in the Net Pension Liability
And Related Ratios—Last 10 Years*
Agent Multiple-employer Plan—Safety Plan
Measurement Period
' 2018 2017 2016 2015 2014 Total Pension Liability
Service cost $ 3,120,107 $ 3,353,845 $ 2,840,973 $ 2,955,272 $ 3,190,547 Interest on total pension liability 14,424,159 13,994,358 13,738,636 13,154,006 12,955,418 Changes in benefits - - - - -
Changes in assumptions (482,151) 11,831,388 - (3,292,952) - Differences between expected and actual experience 146,880 (2,387,269) 987,863 (4,793,043) - Benefit payments,including refunds (11,174,227) (10,595,503) (9,694,252) (9,101,311) (8,365,575) Net change in total pension liability 6,034,768 16,196,819 7,873,220 (1,078,028) 7,780,390 Total pension liability-beginning 206,098,820 189,902,001 182,028,781 183,106,809 175,326,419 Total pension liability-ending(a) $ 212,133,588 $ 206,098,820 $ 189,902,001 $ 182,028,781 $ 183,106,809 Plan Fiduciary Net Position
Contributions-employer $ 4,816,496 $ 4,870,870 $ 4,265,372 $ 3,611,390 $ 3,380,630 Contributions-employee 668,922 1,085,857 1,166,670 1,183,942 1,342,231 Net investment income 11,191,173 13,839,363 673,474 2,937,028 19,584,973 Benefit payments (11,174,227) (10,595,503) (9,694,252) (9,101,311) (8,365,575) Net Plan to Plan Resource Movement - - 301 - - Administrative/Other Expense (606,455) (184,789) (78,513) (144,969) - Net change in plan fiduciary net position 4,895,909 9,015,798 (3,666,948) (1,513,920) 15,942,259 Plan fiduciary net position-beginning 134,174,733 125,158,935 128,825,883 130,339,803 114,397,544 Plan fiduciary net position-ending(b) $ 139,070,642 $ 134,174,733 $ 125,158,935 $ 128,825,883 $ 130,339,803 Net pension liability-ending(a)-(b) $ 73,062,946 $ 71,924,087 $ 64,743,066 $ 53,202,898 $ 52,767,006 Plan fiduciary net position as a percentage
of the total pension liability 65.56% 65.10% 65.91% 70.77% 71.18% Covered payroll $ 7,851,917 $ 11,286,708 $ 10,755,149 $ 11,241,479 $ 11,699,414 Net pension liability as percentage of
covered payroll 930.51% 637.25% 601.97% 473.27% 451.02% Notes to Schedule of Changes in Net Pension Liability and Related Ratios:

Benefit Changes: The figures above do not include any liability impact that may have resulted from plan changes which occurred after the June 30, 2018 valuation date. This applies to voluntary benefit changes as well as any offers of Two Years Additional Service Credit(a.k.a. Golden Handshakes).

Changes in Assumptions: In 2017,the accounting discount rate reduced from 7.65 percent to 7.15 percent. In 2016, there were no changes. In 2015, amounts reported reflected an adjustment of the discount rate from 7.5 percent(net of administrative expense) to 7.65 percent (without a reduction for pension plan administrative expense.) In 2014, amounts reported were based on the 7.5 percent discount rate. * Pension schedules are intended to show information for ten years, additional years' information will be displayed as it becomes available. In addition, this plan was converted to a cost-sharing multiple employer plan for the financial reporting period ended June 30, 2020.
74 Page 120 of 377

City of Upland
Required Supplementary Information
Year Ended June 30, 2024
Schedule of the City's Proportionate Share of the Net Pension Liability Last 10 Years*
Proportionate Plan Fiduciary
Proportion of Proportionate Share of the Net Net Position as the Net Pension Share of Net Covered Pension Liability a % of the Total Measurement Date Liability Pension Liability Payroll as a % of Payroll Pension Liability 2023 0.85709% $ 59,843,878 $ 8,058,111 742.65% 78.78% 2022 1.61424% 58,895,874 7,777,162 757.29% 75.39% 2021 1.04750% 56,651,603 7,767,343 729.36% 75.36% 2020 0.72025% 78,366,541 7,473,800 1048.55% 64.98% 2019 0.71858% 73,633,282 6,845,982 1075.57% 66.40% * Pension schedules are intended to show information for ten years, additional years' information will be displayed as it becomes available; in addition, for the 2019 measurement period, CaIPERS moved the City's Safety plan from an agent-multiple employer plan to a cost-sharing plan. Therefore, not all 10 years of information are presented.

Notes to the Schedule of the City's Proportionate Share of the Net Pension Liability Benefit Changes: None
Changes in Assumptions: In 2022, the accounting discount rate changed from 7.15% to 6.90%. In 2017, the accounting discount rate changed from 7.65%to 7.15%.
75 Page 121 of 377

City of Upland
Required Supplementary Information
Year Ended June 30, 2024
Agent Multiple-employer Plan—Miscellaneous Plan
Schedule of Plan Contributions
Last 10 Years
Contributions in
Relation to the Contributions
Contractually Actuarially Contribution as a % of Required Determined Deficiency/ Covered Covered Fiscal Year Contributions Contributions (Excess) Payroll Payroll 2024 $ 4,067,668 $ (4,067,668) $ - $ 13,201,210 30.81% 2023 3,898,487 (3,898,487) - 11,412,853 34.16% 2022 4,482,400 (19,737,848) (15,255,448) 8,437,768 53.12% 2021 4,088,720 (4,088,720) - 8,066,572 50.69% 2020 3,734,440 (4,734,440) (1,000,000) 8,343,351 44.76% 2019 3,335,368 (3,335,368) - 8,524,725 39.13% 2018 2,999,453 (2,999,453) - 8,430,545 35.58% 2017 2,352,967 (2,352,967) - 9,034,865 26.04% 2016 2,239,207 (2,239,207) - 9,183,479 24.38% 2015 1,977,651 (1,977,651) - 10,003,615 19.77% Cost-Sharing Plan—Safety Plan
Schedule of Plan Contributions
Last 10 Years
Contributions in
Relation to the Contributions
Contractually Actuarially Contribution as a % of Required Determined Deficiency/ Covered Covered Fiscal Year Contributions Contributions (Excess) Payroll Payroll 2024 $ 5,501,011 $ (5,501,011) $ - $ 10,250,168 53.67% 2023 5,465,572 (5,465,572) - 8,058,111 67.83% 2022 7,227,924 (37,727,924) (30,500,000) 7,777,162 92.94% 2021 7,041,790 (7,041,790) - 7,767,343 90.66% 2020 6,210,535 (6,210,535) - 7,473,800 83.10% 2019 5,322,942 (5,322,942) - 6,845,982 77.75% 2018 4,816,496 (4,816,496) - 7,851,917 61.34% 2017 4,870,870 (4,870,870) - 11,286,708 43.16% 2016 4,265,372 (4,265,372) - 10,755,149 39.66% 2015 3,611,390 (3,611,390) - 11,241,479 32.13% 76 Page 122 of 377

City of Upland
Required Supplementary Information
Year Ended June 30, 2024
Schedule of Contributions-Continued
Notes to Schedule of Plan Contributions:

Valuation Date: June 30,2022
Actuarial cost method: Entry age normal
Amortization method: Level percentage of payroll,closed Assets valuation method: Direct rate smoothing
Inflation: 2.30%
Salary Increases: Varies by entry age and service
Payroll Growth: 2.85%
Investment rate of return: 6.90%net of pension investment and administrative expenses,including inflation Retirement Age: All other actuarial assumptions used in the June 30,2022 valuation were based on the results of an actuarial experience study for the period from 2001 to 2019.Including updates to salary increase,mortality and retirement rates. The Experience Study report may be accessed on the CaIPERS website at www.calpers.ca.gov .

Mortality: Mortality rates incorporate full generational mortality improvement using 80%of Scale MP-2020 published by the Society of Actuaries.
77 Page 123 of 377

City of Upland
Required Supplementary Information
Year Ended June 30, 2024
Schedule of Changes in the Net OPEB Liability and Related Ratios for the Measurement Periods Ended June 30
Last 10 Years*
Measurement Period
2023 2022 2021
Total OPEB Liability
Service cost $ 218,751 $ 212,380 $ 226,606 Interest on total OPEB liability 595,145 346,877 326,794 Changes in assumptions (573,620) (4,186,640) (171,113) Changes in benefits - - -
Differences between expected and actual experience 318,443 - 841,486 Benefit payments, including refunds (873,479) (792,544) (772,138) Net change in total OPEB liability (314,760) (4,419,927) 451,635 Total OPEB liability- beginning 10,845,591 15,265,518 14,813,883 Total OPEB liability-ending (a) $ 10,530,831 $ 10,845,591 $ 15,265,518 Plan Fiduciary Net Position
Contributions-employer $ 873,479 $ 1,019,544 $ 997,138 Net Investment Income 133,943 (176,122) 231,516 Benefit payments (873,479) (792,544) (772,138) Administrative Expense (9,815) (9,461) (6,956) Net change in plan fiduciary net position 124,128 41,417 449,560 Plan fiduciary net position - beginning 1,656,027 1,614,610 1,165,050 Plan fiduciary net position -ending (b) $ 1,780,155 $ 1,656,027 $ 1,614,610 Net OPEB liability-ending (a)- (b) $ 8,750,676 $ 9,189,564 $ 13,650,908 Plan fiduciary net position as a percentage
of the total OPEB liability 16.9% 15.3% 10.6%
Covered -employee payroll 16,897,727 19,439,899 19,086,465 Net OPEB liability as a percentage of
covered-employee payroll 51.79% 47.27% 71.52% Notes to Schedule of Changes
The discount rate from the 2019 Actuarial Valuation to the 2021 Actuarial Valuation changed from 5.91% of 5.64%. The discount rate from the 2021 Actuarial Valuation to the 2023 Actuarial Valuation changed from 5.64%to 5.87%.
*OPEB schedules are intended to show information for ten years, additional years' information will be displayed as it becomes available.
78 Page 124 of 377

City of Upland
Required Supplementary Information
Year Ended June 30, 2024
Measurement Period
2020 2019 2018 2017
$ 166,888 $ 390,159 $ 557,634 $ 538,257
448,931 573,095 562,756 547,618
2,001,839 784,435 (1,049,491) -
- - (1,080,543) -
- (1,821,317) - -
(853,875) (591,246) (699,692) (669,865)
1,763,783 (664,874) (1,709,336) 416,010
13,050,100 13,714,974 15,424,310 15,008,300
$ 14,813,883 $ 13,050,100 $ 13,714,974 $ 15,424,310 $ 853,875 $ 591,246 $ 699,692 $ 1,669,865
51,511 69,490 54,034 966
(853,875) (591,246) (699,692) (669,865)
(5,696) (2,660) (2,595) -
45,815 66,830 51,439 1,000,966
1,119,235 1,052,405 1,000,966 -
$ 1,165,050 $ 1,119,235 $ 1,052,405 $ 1,000,966 $ 13,648,833 $ 11,930,865 $ 12,662,569 $ 14,423,344

7.9% 8.6% 7.7% 6.5%
16,470,676 15,729,836 16,282,462 20,253,855

82.87% 75.85% 77.77% 71.21%
79 Page 125 of 377

SUPPLEMENTARY INFORMATION
80 Page 126 of 377

NON-MAJOR GOVERNMENTAL FUNDS
81 Page 127 of 377

City of Upland
Non-Major Governmental Funds
Year Ended June 30, 2024

SPECIAL REVENUE FUNDS
Special Revenue Funds are used to account for specific revenues that are legally restricted to expenditure for particular purposes.

Gas Tax Fund
To account for State gasoline taxes received by the City. These funds may 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.

HOME Program Fund
This fund accounts for housing rehab loans/grants from the California Department of Housing and Community Development. These loans/grants are provided for single-family rehabilitation, neighborhood restoration, first- time homebuyers, tenant based assistance and rental rehabilitation programs.

CaIHOME Program Fund
This fund accounts for housing rehab loans/grants from the CalHome program. These loans/grants are provided for single-family rehabilitation, neighborhood restoration, first-time homebuyers, tenant based assistance and rental rehabilitation programs.

Community Development Block Grant Fund
To account for receipt and disbursement of the Upland Community Development Block Grant Program of the United States Department of Housing and Urban Development.

Measure I Fund
To account for revenues which were approved by the San Bernardino County voters in a General Election 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 through 2040, proceeds of which are to be solely for county-wide transportation improvements and traffic management programs.

Air Quality Management District Fund
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.

Parking and Business Improvement Area Fund
To account for revenues received from an additional levy of the general business license tax imposed on businesses in the downtown area to be used for the acquisition, construction and maintenance of parking facilities and improvements for the benefit of the downtown area.

SB509 Public Safety Augmentation Fund
To account for revenue and expenditures related to the half-cent sales tax enacted by Proposition 172 and SB509. Funds are used to cover operational expenditures of the Police Department.

Asset Forfeiture Fund
To account for revenue received for the City's various deposits for asset forfeiture restricted for public safety.

Public Safety Grants Fund
To account for revenue and expenditures related to grants restricted to be used for public safety.

Other Grants Fund
To account for revenue and expenditures related to grants restricted for specific purposes other than public safety.
82 Page 128 of 377

City of Upland
Non-Major Governmental Funds
Year Ended June 30, 2024
SPECIAL REVENUE FUNDS -Continued
CARES ACT Fund
To account for revenue and expenditures related to The Coronavirus Aid, Relief, and Economic Security Act.

CAPITAL PROJECT FUNDS
Capital Projects Funds are used to account for the purchase or construction of major capital facilities which are not financed by Proprietary Funds or Trust Funds. Capital Projects Funds are ordinarily not used to account for the acquisition of furniture, fixtures, machinery, equipment and other relatively minor or short-lived capital assets.

Fire DIF Fund
To account for revenue from the Dwelling Unit Construction Tax which must be used for the acquisition and development of fire facilities within the City.

Police DIF Fund
To account for revenue from the Dwelling Unit Construction Tax which must be used for the acquisition and development of police facilities within the City.

Quimby Fees Fund
To account for revenue from the Dwelling Unit Construction Tax which must be used for the acquisition and development of community parks within the City.

General DIF Fund
To account revenues received for fees from various building permits to be used for certain general government facilities.

Storm Drain DIF Fund
To account for the revenues received from the fees on various building permits to be used for the creation of a storm drain system in cooperation with other governmental entities in the area.

Street and Traffic Facility DIF Fund
To account for the revenues received from fees on various permits to be used for improved street and alley repairs.

General Capital Projects Fund
To account for projects of a general nature which are supported by available General Funds and Special Revenue Funds.

Street and Alley Repair Fund
To account for projects for street and alley repairs funded by waste management agreements.

Park DIF Fund
To account for revenue from the Dwelling Unit Construction Tax which must be used for the acquisition and development of park facilities within the City.
83 Page 129 of 377

City of Upland
Combining Balance Sheet
Non-major Governmental Funds
June 30, 2024
Special Revenue
Community
Gas HOME CaIHOME Development
Tax Program Program Block Grant
ASSETS
Cash and Investments $ 9,159,143 $ 2,362,399 $ 749,170 $ - Restricted Cash - - - -
Receivables:

Accounts - - - -
Notes, net - 2,581,827 1,470,345 - Accrued Interest on Notes - 926,602 390,138 -
Due from Other Governments 541,589 - - 188,787
Total Assets $ 9,700,732 $ 5,870,828 $ 2,609,653 $ 188,787

LIABILITIES
Accounts Payable $ 705,424 $ - $ - $ 29,897 Accrued Salaries and Benefits 5,466 - - 1,614 Due to Other Funds - - - 92,806
Deposits Payable - - - -
Retentions Payable 230,790 - - 5,693
Unearned Revenue - - - -
Total Liabilities 941,680 - - 130,010

DEFERRED INFLOWS OF RESOURCES
Unavailable Revenue - 926,602 390,138 -
Total Deferred Inflows of Resources - 926,602 390,138 -

FUND BALANCE(DEFICITS)
Restricted 8,759,052 4,944,226 2,219,515 58,777 Assigned - - - -
Unassigned - - - -
Total Fund Balances(Deficits) 8,759,052 4,944,226 2,219,515 58,777 Total Liabilities, Deferred Inflows
and Fund Balances(Deficits) $ 9,700,732 $ 5,870,828 $ 2,609,653 $ 188,787 84 Page 130 of 377

Special Revenue
Air Quality Parking and SB 509 Public
Management Business Public Safety Asset Safety Other Measure I District Improvement Augmentation Forfeiture Grants Grants $ 8,888,000 $ 198,225 $ 119,919 $ - $ 1,658,217 $ 1,375,122 $ - - 62,956 - -
- -
14,931 - - - 59,560
502,077 26,368 - 108,531 - 104,383 928,720
$ 9,390,077 $ 224,593 $ 134,850 $ 108,531 $ 1,721,173 $ 1,479,505 $ 988,280 $ 3,979 $ 36,979 $ 3,718 $ - $ - $ 5,963 $ 330,048 1,909 107 - 35,139 - - -
73,392 - - 355,690
-
62,956 - -
- - - - - 24,873 279,094
5,888 37,086 3,718 108,531 62,956 30,836 964,832 26,368 - - - 6,422 928,720
26,368 - - - 6,422 928,720
9,384,189 161,139 131,132 - 1,658,217 1,442,247 - - - - (905,272)
9,384,189 161,139 131,132 - 1,658,217 1,442,247 (905,272) $ 9,390,077 $ 224,593 $ 134,850 $ 108,531 $ 1,721,173 $ 1,479,505 $ 988,280 Continued
85 Page 131 of 377

City of Upland
Combining Balance Sheet
Non-major Governmental Funds -Continued
June 30, 2024
Special Revenue Capital Projects
HUD
Economic Dev. CARES Fire Police
Initiative ACT DIF DIF
ASSETS
Cash and Investments $ - $ 30,067 $ 64,436 $ 957,683 Restricted Cash - - - -
Receivables:

Accounts - - - -
Notes, net - - - -
Accrued Interest on Notes - - - -
Due from Other Governments 284,174 - - -
Total Assets $ 284,174 $ 30,067 $ 64,436 $ 957,683

LIABILITIES
Accounts Payable $ 201,516 $ - $ - $ - Accrued Salaries and Benefits - - - -
Due to Other Funds 65,787 - - -
Deposits Payable - - - -
Retentions Payable 16,871 - - -
Unearned Revenue - - - -
Total Liabilities 284,174 - - -

DEFERRED INFLOWS OF RESOURCES
Unavailable Revenue 284,174 - - -
Total Deferred Inflows of Resources 284,174 - - -

FUND BALANCE(DEFICITS)
Restricted - - 64,436 957,683
Assigned - 30,067 - -
Unassigned (284,174) - - -
Total Fund Balances(Deficits) (284,174) 30,067 64,436 957,683 Total Liabilities, Deferred Inflows
and Fund Balances(Deficits) $ 284,174 $ 30,067 $ 64,436 $ 957,683 86 Page 132 of 377

Capital Projects
Storm Street and General Street&
Quimby General Drain Traffic Facility Capital Alley Park Fees DIF DIF DIF Projects Repair DIF Total $ 9,521,482 $ 495,845 $ 1,665,022 $ 435,164 $ 6,370,173 $ 789,488 $ 690,126 $ 45,529,681 - - - - - - - 62,956
- - - - - 30,625 - 105,116
- - - - - - - 4,052,172
- - - - - - - 1,316,740
- - - - - - - 2,684,629
$ 9,521,482 $ 495,845 $ 1,665,022 $ 435,164 $ 6,370,173 $ 820,113 $ 690,126 $ 53,751,294 $ 358,614 $ - $ 83,300 $ 3,464 $ 17,211 $ - $ - $ 1,780,113 1,044 15 60 - - 319 - 45,673 - - - - - - - 587,675
73,456 504 - - - - - 136,916
22,279 - 96,213 - 21,855 19,248 - 412,949 - - - - - - - 303,967
455,393 519 179,573 3,464 39,066 19,567 - 3,267,293 - - - - - - - 2,562,424
- - - - - - - 2,562,424
9,066,089 495,326 1,485,449 431,700 5,064,029 800,546 690,126 47,813,878 - - - - 1,267,078 - - 1,297,145
- - - - - - - (1,189,446)
9,066,089 495,326 1,485,449 431,700 6,331,107 800,546 690,126 47,921,577 $ 9,521,482 $ 495,845 $ 1,665,022 $ 435,164 $ 6,370,173 $ 820,113 $ 690,126 $ 53,751,294 87 Page 133 of 377

City of Upland
Combining Statement of Revenues, Expenditures and Changes in Fund Balances Non-major Governmental Funds
Year Ended June 30, 2024
Special Revenue
Community
Gas HOME CaIHOME Development
Tax Program Program Block Grant

REVENUES
Taxes $ - $ - $ - $ -
Licenses and Permits - - - -
Charges for Services - - - -
Investment Income 647,147 64,184 13,568 -
Intergovernmental 4,194,022 - - 703,644
Other Revenue - 33,437 - -
Total Revenues 4,841,169 97,621 13,568 703,644

EXPENDITURES
Current:

General Government - - - -
Public Safety - - - -
Engineering and Public Works 6,986,409 - - -
Development Services - - 22,410 696,575
Community Services - - - -
Total Expenditures 6,986,409 - 22,410 696,575 Excess(Deficiency)of Revenues
Over Expenditures (2,145,240) 97,621 (8,842) 7,069

OTHER FINANCING SOURCES(USES)
Transfers In - - - -
Transfers Out - - - -
Total Other Financing Sources(Uses) - - - -
Net Change in Fund Balances (2,145,240) 97,621 (8,842) 7,069 Fund Balances-Beginning 10,904,292 4,846,605 2,228,357 51,708 Fund Balances-Ending $ 8,759,052 $ 4,944,226 $ 2,219,515 $ 58,777 88 Page 134 of 377

Special Revenue
Air Quality Parking and SB 509 Public
Management Business Public Safety Asset Safety Other Measure I District Improvement Augmentation Forfeiture Grants Grants $ - $ - $ 75,404 $ 1,432,311 $ - $ - $ - 485,325 7,483 5,261 - 47,163 41,427 2,898 2,047,189 79,057 - - 173,813 693,824 340,912
2,532,514 86,540 80,665 1,432,311 220,976 735,251 343,810 1,432,956 3,694 439,979 -
1,627,990 215,626 190,691 - - - -
- - 226,184
- - - 888,985
1,627,990 215,626 190,691 1,432,956 3,694 439,979 1,115,169 904,524 (129,086) (110,026) (645) 217,282 295,272 (771,359) 904,524 (129,086) (110,026) (645) 217,282 295,272 (771,359) 8,479,665 290,225 241,158 645 1,440,935 1,146,975 (133,913) $ 9,384,189 $ 161,139 $ 131,132 $ - $ 1,658,217 $ 1,442,247 $ (905,272) Continued
89 Page 135 of 377

City of Upland
Combining Statement of Revenues, Expenditures and Changes in Fund Balances Non-Major Governmental Funds -Continued
Year Ended June 30, 2024
Special Revenue Capital Projects
HUD
Economic Dev. CARES Fire Police
Initiative ACT DIF DIF

REVENUES
Taxes $ - $ - $ - $ -
Licenses and Permits - - - 19,538
Charges for Services - - - -
Investment Income - 866 157 4,198
Intergovernmental - - - -
Other Revenue - - - -
Total Revenues - 866 157 23,736

EXPENDITURES
Current:

General Government - - - -
Public Safety - - - 4,813
Engineering and Public Works - - - -
Development Services 284,174 - - -
Community Services - - - -
Total Expenditures 284,174 - - 4,813
Excess(Deficiency)of Revenues
Over Expenditures (284,174) 866 157 18,923

OTHER FINANCING SOURCES(USES)
Transfers In - - 318,428 938,760
Transfers Out - - (254,149) -
Total Other Financing Sources(Uses) - - 64,279 938,760 Net Change in Fund Balances (284,174) 866 64,436 957,683 Fund Balances-Beginning - 29,201 - -
Fund Balances-Ending $ (284,174) $ 30,067 $ 64,436 $ 957,683 90 Page 136 of 377

Capital Projects
Storm Street and General Street&
Quimby General Drain Traffic Facility Capital Alley Park Fees DIF DIF DIF Projects Repair DIF Total $ - $ - $ - $ - $ - $ - $ - $ 1,507,715 217,110 21,513 61,184 38,917 - 367,500 14,659 740,421 - - - - 217,562 - - 217,562
695,536 143,860 331,730 86,031 - 53,646 3,017 2,633,497 - - - - - - - 8,232,461
- - - - 15,000 - - 48,437
912,646 165,373 392,914 124,948 232,562 421,146 17,676 13,380,093 - - - - - - - 1,881,442
710,511 - 1,945,173 12,634 655,445 626,050 - 12,970,529 - - - - - - - 1,229,343
110,205 - - - - - - 999,190
820,716 - 1,945,173 12,634 655,445 626,050 - 17,080,504 91,930 165,373 (1,552,259) 112,314 (422,883) (204,904) 17,676 (3,700,411) 36,431 3,626,118 311 362 7,641,145 - 672,450 13,234,005 (1,071,510) (5,528,504) (2,274,912) (990,046) (4,246,724) - - (14,365,845) (1,035,079) (1,902,386) (2,274,601) (989,684) 3,394,421 - 672,450 (1,131,840) (943,149) (1,737,013) (3,826,860) (877,370) 2,971,538 (204,904) 690,126 (4,832,251) 10,009,238 2,232,339 5,312,309 1,309,070 3,359,569 1,005,450 - 52,753,828 $ 9,066,089 $ 495,326 $ 1,485,449 $ 431,700 $ 6,331,107 $ 800,546 $ 690,126 $ 47,921,577 91 Page 137 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Gas Tax Special Revenue Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ - $ - $ -
Investment Income 40,200 647,147 606,947
Intergovernmental 4,210,390 4,194,022 (16,368) Other Revenue - - -
Total Revenues 4,250,590 4,841,169 590,579

EXPENDITURES
Current:

Engineering and Public Works 16,434,122 6,986,409 9,447,713 Total Expenditures 16,434,122 6,986,409 9,447,713 Excess (Deficiency)of Revenues
over Expenditures (12,183,532) (2,145,240) 10,038,292

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (12,183,532) (2,145,240) 10,038,292 Fund Balance, Beginning 10,904,292 10,904,292 - Fund Balance, Ending $ (1,279,240) $ 8,759,052 $10,038,292 92 Page 138 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - HOME Program Special Revenue Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ - $ - $ -
Investment Income 5,000 64,184 59,184
Intergovernmental - - -
Other Revenue 31,500 33,437 1,937
Total Revenues 36,500 97,621 61,121

EXPENDITURES
Current:

Development Services 510,000 - 510,000
Total Expenditures 510,000 - 510,000
Excess (Deficiency)of Revenues
over Expenditures (473,500) 97,621 571,121

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (473,500) 97,621 571,121 Fund Balance, Beginning 4,846,605 4,846,605 - Fund Balance, Ending $ 4,373,105 $ 4,944,226 $ 571,121 93 Page 139 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - CaIHOME Program Special Revenue Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ - $ - $ -
Investment Income 3,500 13,568 10,068
Intergovernmental 480,000 - (480,000)
Other Revenue 25,000 (25,000)
Total Revenues 508,500 13,568 (494,932)

EXPENDITURES
Current:

Development Services 480,000 22,410 457,590 Total Expenditures 480,000 22,410 457,590
Excess (Deficiency)of Revenues
over Expenditures 28,500 (8,842) (37,342)

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances 28,500 (8,842) (37,342) Fund Balance, Beginning 2,228,357 2,228,357 - Fund Balance, Ending $ 2,256,857 $ 2,219,515 $ (37,342) 94 Page 140 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - CDBG Special Revenue Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Intergovernmental $ 1,199,220 $ 703,644 $ (495,576) Other Revenue - - -
Total Revenues 1,199,220 703,644 (495,576)

EXPENDITURES
Current:

Development Services 1,196,487 696,575 499,912 Total Expenditures 1,196,487 696,575 499,912 Excess (Deficiency)of Revenues
over Expenditures 2,733 7,069 4,336

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances 2,733 7,069 4,336 Fund Balance, Beginning 51,708 51,708 - Fund Balance, Ending $ 54,441 $ 58,777 $ 4,336 95 Page 141 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Measure I Special Revenue Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ - $ - $ -
Investment Income 29,900 485,325 455,425
Intergovernmental 2,027,390 2,047,189 19,799 Other Revenue - - -
Total Revenues 2,057,290 2,532,514 475,224

EXPENDITURES
Current:

Engineering and Public Works 5,783,785 1,627,990 4,155,795 Total Expenditures 5,783,785 1,627,990 4,155,795 Excess (Deficiency)of Revenues
over Expenditures (3,726,495) 904,524 4,631,019

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (3,726,495) 904,524 4,631,019 Fund Balance, Beginning 8,479,665 8,479,665 - Fund Balance, Ending $ 4,753,170 $ 9,384,189 $ 4,631,019 96 Page 142 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Air Quality Management District Special Revenue Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ - $ - $ -
Investment Income 7,483 7,483
Intergovernmental 100,000 79,057 (20,943) Other Revenue - - -
Total Revenues 100,000 86,540 (13,460)

EXPENDITURES
Current:

Engineering and Public Works 271,345 215,626 55,719 Total Expenditures 271,345 215,626 55,719
Excess (Deficiency)of Revenues
over Expenditures (171,345) (129,086) 42,259

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (171,345) (129,086) 42,259 Fund Balance, Beginning 290,225 290,225 -
Fund Balance, Ending $ 118,880 $ 161,139 $ 42,259 97 Page 143 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Parking & Business Improvement Special Revenue Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ 58,500 $ 75,404 $ 16,904 Investment Income 800 5,261 4,461 Total Revenues 59,300 80,665 21,365

EXPENDITURES
Current:

Engineering and Public Works 219,468 190,691 28,777 Total Expenditures 219,468 190,691 28,777
Excess (Deficiency)of Revenues
over Expenditures (160,168) (110,026) 50,142

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (160,168) (110,026) 50,142 Fund Balance, Beginning 241,158 241,158 -
Fund Balance, Ending $ 80,990 $ 131,132 $ 50,142 98 Page 144 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - SB 509 Public Safety Augmentation Special Revenue Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ 1,500,000 $ 1,432,311 $ (67,689) Investment Income 70 - (70)
Intergovernmental - - -
Other Revenue - - -
Total Revenues 1,500,070 1,432,311 (67,759)

EXPENDITURES
Current:

Public Safety 1,500,070 1,432,956 67,114 Total Expenditures 1,500,070 1,432,956 67,114 Excess (Deficiency)of Revenues
over Expenditures - (645) (645)

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances - (645) (645) Fund Balance, Beginning 645 645 -
Fund Balance, Ending $ 645 $ - $ (645) 99 Page 145 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Asset Forfeiture Special Revenue Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Investment Income $ - $ 47,163 $ 47,163 Fines and Forfeitures - - -
Intergovernmental - 173,813 173,813
Total Revenues - 220,976 220,976

EXPENDITURES
Current:

Public Safety 1,393,290 3,694 1,389,596
Total Expenditures 1,393,290 3,694 1,389,596 Excess (Deficiency)of Revenues
over Expenditures (1,393,290) 217,282 1,610,572

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (1,393,290) 217,282 1,610,572 Fund Balance, Beginning 1,440,935 1,440,935 - Fund Balance, Ending $ 47,645 $ 1,658,217 $ 1,610,572 100 Page 146 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Public Safety Grants Special Revenue Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ - $ - $ -
Investment Income 910 41,427 40,517
Intergovernmental 741,544 693,824 (47,720)
Other Revenue - - -
Total Revenues 742,454 735,251 (7,203)

EXPENDITURES
Current:

Public Safety 2,389,064 439,979 1,949,085
Total Expenditures 2,389,064 439,979 1,949,085 Excess (Deficiency)of Revenues
over Expenditures (1,646,610) 295,272 1,941,882

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (1,646,610) 295,272 1,941,882 Fund Balance, Beginning 1,146,975 1,146,975 - Fund Balance, Ending $ (499,635) $ 1,442,247 $ 1,941,882 101 Page 147 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Other Grants Special Revenue Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Taxes $ - $ - $ -
Investment Income - 2,898 2,898
Intergovernmental 3,182,345 340,912 (2,841,433) Other Revenue 211,470 - (211,470)
Total Revenues 3,393,815 343,810 (3,050,005)

EXPENDITURES
Current:

Development Services 1,401,628 226,184 1,175,444 Community Services 2,011,470 888,985 1,122,485
Total Expenditures 3,413,098 1,115,169 2,297,929 Excess (Deficiency)of Revenues
over Expenditures (19,283) (771,359) (752,076)

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (19,283) (771,359) (752,076) Fund Balance, Beginning (133,913) (133,913) - Fund Balance, Ending $ (153,196) $ (905,272) $ (752,076) 102 Page 148 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - CARES ACT Special Revenue Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Investment Income $ - $ 866 $ 866 Intergovernmental - - -
Total Revenues - 866 866

EXPENDITURES
Current:

General Government - -
Public Safety - - -
Engineering and Public Works - - -
Development Services - - -
Community Services - - -
Total Expenditures - - -
Excess (Deficiency)of Revenues
over Expenditures - 866 866

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances - 866 866
Fund Balance, Beginning 29,201 29,201
Fund Balance, Ending $ 29,201 $ 30,067 $ 866 103 Page 149 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Fire DIF Capital Projects Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ - $ - $ - Investment Income - 157 157
Intergovernmental - - -
Other Revenue - - -
Total Revenues - 157 157

EXPENDITURES
Current:

Engineering and Public Works - -
Community Services - - -
Total Expenditures - - -
Excess (Deficiency)of Revenues
over Expenditures - 157 157

OTHER FINANCING SOURCES (USES)
Transfers In - 318,428 318,428
Transfers Out - (254,149) (254,149)
Total Other Financing
Sources (Uses) - 64,279 64,279
Net Change in Fund Balances - 64,436 64,436 Fund Balance, Beginning - - -
Fund Balance, Ending $ - $ 64,436 $ 64,436 104 Page 150 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Police DIF Capital Projects Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ - $ 19,538 $ 19,538 Investment Income - 4,198 4,198
Intergovernmental - - -
Other Revenue - - -
Total Revenues - 23,736 23,736

EXPENDITURES
Current:

Public Safety 4,813 (4,813)
Community Services - - -
Total Expenditures - 4,813 (4,813)
Excess (Deficiency)of Revenues
over Expenditures - 18,923 18,923

OTHER FINANCING SOURCES (USES)
Transfers In - 938,760 938,760
Transfers Out - - -
Total Other Financing
Sources (Uses) - 938,760 938,760
Net Change in Fund Balances - 957,683 957,683 Fund Balance, Beginning - - -
Fund Balance, Ending $ - $ 957,683 $ 957,683 105 Page 151 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Quimby Fees Capital Projects Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ 950,000 $ 217,110 $ (732,890) Investment Income - 695,536 695,536
Intergovernmental - - -
Other Revenue - - -
Total Revenues 950,000 912,646 (37,354)

EXPENDITURES
Current:

Engineering and Public Works 2,820,178 710,511 2,109,667 Community Services 496,581 110,205 386,376 Total Expenditures 3,316,759 820,716 2,496,043 Excess (Deficiency)of Revenues
over Expenditures (2,366,759) 91,930 2,458,689

OTHER FINANCING SOURCES (USES)
Transfers In - 36,431 36,431
Transfers Out - (1,071,510) (1,071,510) Total Other Financing
Sources (Uses) - (1,035,079) (1,035,079) Net Change in Fund Balances (2,366,759) (943,149) 1,423,610 Fund Balance, Beginning 10,009,238 10,009,238 - Fund Balance, Ending $ 7,642,479 $ 9,066,089 $ 1,423,610 106 Page 152 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - General DIF Capital Projects Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ 160,000 $ 21,513 $ (138,487) Investment Income - 143,860 143,860
Intergovernmental - - -
Other Revenue - - -
Total Revenues 160,000 165,373 5,373

EXPENDITURES
Current:

Public Safety 28,113 - 28,113
Community Services 554,656 - 554,656
Total Expenditures 582,769 - 582,769
Excess (Deficiency)of Revenues
over Expenditures (422,769) 165,373 588,142

OTHER FINANCING SOURCES (USES)
Transfers In - 3,626,118 3,626,118
Transfers Out - (5,528,504) (5,528,504) Total Other Financing
Sources (Uses) - (1,902,386) (1,902,386) Net Change in Fund Balances (422,769) (1,737,013) (1,314,244) Fund Balance, Beginning 2,232,339 2,232,339 - Fund Balance, Ending $ 1,809,570 $ 495,326 $ (1,314,244) 107 Page 153 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Storm Drain DIF Capital Projects Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ 235,000 $ 61,184 $ (173,816) Investment Income - 331,730 331,730
Rental Income 80,480 - (80,480)
Total Revenues 315,480 392,914 77,434

EXPENDITURES
Current:

Engineering and Public Works 2,803,872 1,945,173 858,699 Community Services - - -
Total Expenditures 2,803,872 1,945,173 858,699 Excess (Deficiency)of Revenues
over Expenditures (2,488,392) (1,552,259) 936,133

OTHER FINANCING SOURCES (USES)
Transfers In - 311 311
Transfers Out - (2,274,912) (2,274,912) Total Other Financing
Sources (Uses) - (2,274,601) (2,274,601) Net Change in Fund Balances (2,488,392) (3,826,860) (1,338,468) Fund Balance, Beginning 5,312,309 5,312,309 - Fund Balance, Ending $ 2,823,917 $ 1,485,449 $ (1,338,468) 108 Page 154 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Street & Traffic Facility DIF Capital Projects Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ 185,000 $ 38,917 $ (146,083) Investment Income 16,000 86,031 70,031 Intergovernmental - - -
Other Revenue - - -
Total Revenues 201,000 124,948 (76,052)

EXPENDITURES
Current:

Engineering and Public Works 917,870 12,634 905,236 Community Services - - -
Total Expenditures 917,870 12,634 905,236 Excess (Deficiency)of Revenues
over Expenditures (716,870) 112,314 829,184

OTHER FINANCING SOURCES (USES)
Transfers In - 362 362
Transfers Out - (990,046) (990,046)
Total Other Financing
Sources (Uses) - (989,684) (989,684)
Net Change in Fund Balances (716,870) (877,370) (160,500) Fund Balance, Beginning 1,309,070 1,309,070 - Fund Balance, Ending $ 592,200 $ 431,700 $ (160,500) 109 Page 155 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - General Capital Projects Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Intergovernmental $ 134,030 $ - $ (134,030) Investment Income - - -
Charges for Services 300,000 217,562 (82,438) Other Revenue - 15,000 15,000
Total Revenues 434,030 232,562 (201,468)

EXPENDITURES
Current:

Engineering and Public Works 4,556,460 655,445 3,901,015 Community Services - - -
Total Expenditures 4,556,460 655,445 3,901,015 Excess (Deficiency)of Revenues
over Expenditures (4,122,430) (422,883) 3,699,547

OTHER FINANCING SOURCES (USES)
Transfers In 2,884,120 7,641,145 4,757,025
Transfers Out - (4,246,724) (4,246,724)
Total Other Financing
Sources (Uses) 2,884,120 3,394,421 510,301 Net Change in Fund Balances (1,238,310) 2,971,538 4,209,848 Fund Balance, Beginning 3,359,569 3,359,569 - Fund Balance, Ending $ 2,121,259 $ 6,331,107 $ 4,209,848 110 Page 156 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Street & Alley Repair Capital Projects Fund Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ 367,500 $ 367,500 $ - Investment Income - 53,646 53,646
Intergovernmental - - -
Other Revenue - - -
Total Revenues 367,500 421,146 53,646

EXPENDITURES
Current:

Engineering and Public Works 1,109,587 626,050 483,537 Community Services - - -
Total Expenditures 1,109,587 626,050 483,537 Excess (Deficiency)of Revenues
over Expenditures (742,087) (204,904) 537,183

OTHER FINANCING SOURCES (USES)
Transfers In - - -
Transfers Out - - -
Total Other Financing
Sources (Uses) - - -
Net Change in Fund Balances (742,087) (204,904) 537,183 Fund Balance, Beginning 1,005,450 1,005,450 - Fund Balance, Ending $ 263,363 $ 800,546 $ 537,183 111 Page 157 of 377

City of Upland
Schedule of Revenues, Expenditures, and Changes in Fund Balance Budget and Actual - Park DIF Capital Projects Fund
Year Ended June 30, 2024
Variance-
Final Actual Positive
Budget Amounts (Negative)

REVENUES
Licenses and Permits $ - $ 14,659 $ 14,659 Investment Income - 3,017 3,017
Intergovernmental - - -
Other Revenue - - -
Total Revenues - 17,676 17,676

EXPENDITURES
Current:

Engineering and Public Works - -
Community Services - - -
Total Expenditures - - -
Excess (Deficiency)of Revenues
over Expenditures - 17,676 17,676

OTHER FINANCING SOURCES (USES)
Transfers In - 672,450 672,450
Transfers Out - - -
Total Other Financing
Sources (Uses) - 672,450 672,450
Net Change in Fund Balances - 690,126 690,126 Fund Balance, Beginning - - -
Fund Balance, Ending $ - $ 690,126 $ 690,126 112 Page 158 of 377

INTERNAL SERVICE FUNDS
113 Page 159 of 377

City of Upland
Internal Service Funds
Year Ended June 30, 2024

INTERNAL SERVICE FUNDS
The internal service funds are used to account for goods and services provided by one City department to other City departments on a cost reimbursement basis.

Self-funded Insurance Fund
To account for the accumulation and allocation of costs associated with the City's Workers' Compensation and General Liability Self-Insurance Program.

Vehicle Replacement Fund
To account for the accumulation and allocation of costs associated with the acquisition, repair, and maintenance of City vehicles.

Information Systems Fund
To account for the operations of the City's information systems division, including maintenance of copiers, voice systems, and the City's computer network and hardware infrastructure.

Building Maintenance Fund
To provide for the operation of the City's building maintenance and operations division which maintains the City's facilities.
114 Page 160 of 377

City of Upland
Combining Statement of Net Position
Internal Service Funds
June 30, 2024
Self-funded Vehicle Information Building
Insurance Replacement Systems Maintenance Totals ASSETS
Current Assets:

Cash and Investments $ 3,537,872 $ 2,181,532 $ 3,556,351 $ 1,237,031 $ 10,512,786 Accounts Receivable-Net - 162 29,317 - 29,479 Inventory and Prepaid Items 250,414 129,624 - - 380,038 Total Current Assets 3,788,286 2,311,318 3,585,668 1,237,031 10,922,303 Noncurrent Assets:

Capital Assets, Not Being Depreciated
Construction In Progress - - 10,759 - 10,759 Capital Assets, Depreciable, Net - 219,558 812,565 - 1,032,123 Total Noncurrent Assets - 219,558 823,324 - 1,042,882 Total Assets 3,788,286 2,530,876 4,408,992 1,237,031 11,965,185

DEFERRED OUTFLOWS OF RESOURCES
OPEB Related Items 21,979 24,596 40,557 38,987 126,119 Pension Related Items 174,386 241,961 417,437 418,527 1,252,311 Total Deferred Outflows of Resources 196,365 266,557 457,994 457,514 1,378,430

LIABILITIES
Current Liabilities:

Accounts Payable 50,848 173,477 256,034 175,371 655,730 Accrued Salaries and Wages 6,002 8,323 10,281 11,025 35,631 Current Portion of Long-Term Liabilities:

Claims and Judgments Payable 1,845,986 - - - 1,845,986 Compensated Absences 11,058 10,741 27,069 11,459 60,327 Total Current Liabilities 1,913,894 192,541 293,384 197,855 2,597,674 Noncurrent Liabilities:

Claims and Judgments Payable 4,369,564 - - - 4,369,564 Net OPEB Liability 73,506 82,256 135,635 130,385 421,782 Net Pension Liability 623,413 858,647 1,477,688 1,474,488 4,434,236 Compensated Absences 5,478 2,369 58,297 17,944 84,088 Total Noncurrent Liabilities 5,071,961 943,272 1,671,620 1,622,817 9,309,670 Total Liabilities 6,985,855 1,135,813 1,965,004 1,820,672 11,907,344

DEFERRED INFLOWS OF RESOURCES
OPEB Related Items 28,567 31,968 52,713 50,672 163,920 Pension Related Items - - - - -
Total Deferred Inflows of Resources 28,567 31,968 52,713 50,672 163,920

NET POSITION
Net Investment in Capital Assets - 219,558 823,324 - 1,042,882 Unrestricted (3,029,771) 1,410,094 2,025,945 (176,799) 229,469 Total Net Position $ (3,029,771) $ 1,629,652 $ 2,849,269 $ (176,799) $ 1,272,351 115 Page 161 of 377

City of Upland
Combining Statement of Revenues, Expenses, and Changes in Net Position Internal Service Funds
Year Ended June 30, 2024
Self-funded Vehicle Information Building
Insurance Replacement Systems Maintenance Totals

OPERATING REVENUES
Charges for Services $ 5,274,610 $ 1,582,400 $ 3,139,320 $ 1,026,760 $ 11,023,090 Other Operating Revenues 50 - 121,464 - 121,514 Total Operating Revenues 5,274,660 1,582,400 3,260,784 1,026,760 11,144,604

OPERATING EXPENSES
Maintenance and Operations 288,510 1,605,508 3,078,475 1,576,724 6,549,217 Contractual Services 428,216 - - - 428,216 Claims Expense 3,077,081 - - - 3,077,081 Depreciation - 143,987 265,902 - 409,889 Total Operating Expenses 3,793,807 1,749,495 3,344,377 1,576,724 10,464,403 Operating Income(Loss) 1,480,853 (167,095) (83,593) (549,964) 680,201

NONOPERATING REVENUES(EXPENSES)
Interest Income 65,761 46,078 98,703 40,840 251,382 Gain/(Loss)on Disposal of Capital Assets - - - - - Total Nonoperating Revenues(Expenses) 65,761 46,078 98,703 40,840 251,382 Income(Loss)Before Operating Transfers 1,546,614 (121,017) 15,110 (509,124) 931,583 Capital Contributions - - - - -
Transfers In 1,076,320 638,000 34,000 - 1,748,320 Transfers Out - - - - -
Change in Net Position 2,622,934 516,983 49,110 (509,124) 2,679,903 Net Position-Beginning of Year (5,652,705) 1,112,669 2,800,159 332,325 (1,407,552) Net Position-End of Year $ (3,029,771) $ 1,629,652 $ 2,849,269 $ (176,799) $ 1,272,351 116 Page 162 of 377

City of Upland
Combining Statement of Cash Flows
Internal Service Funds
Year Ended June 30, 2024
Self-funded Vehicle Information Building
Insurance Replacement Systems Maintenance Totals

CASH FLOWS FROM OPERATING ACTIVITIES
Cash Received from User Departments $ 5,277,548 $ 1,582,238 $ 3,264,717 $ 1,026,760 $ 11,151,263 Cash Paid to Suppliers for Goods and Services (6,232,028) (1,247,502) (2,422,036) (871,611) (10,773,177) Cash Paid to Employees for Services (253,666) (267,879) (442,689) (537,321) (1,501,555) Net Cash from Operating Activities (1,208,146) 66,857 399,992 (382,172) (1,123,469)

CASH FLOWS FROM NONCAPITAL AND

RELATED FINANCING ACTIVITIES
Cash Paid(to)from Other Funds 1,076,320 638,000 34,000 - 1,748,320 Advances Paid(to)from Other Funds - - - - - Net Cash from Noncapital and
Related Financing Activities 1,076,320 638,000 34,000 - 1,748,320

CASH FLOWS FROM CAPITAL AND

RELATED FINANCING ACTIVITIES
Cash Received from Sale of Capital Assets - - - - - Acquisition and Construction of Capital Assets - - (14,031) - (14,031) Net Cash from Capital and
Related Financing Activities - - (14,031) - (14,031)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest Received 65,761 46,078 98,703 40,840 251,382 Net Cash from Investing Activities 65,761 46,078 98,703 40,840 251,382 Net Increase(Decrease)in Cash and Cash Equivalents (66,065) 750,935 518,664 (341,332) 862,202 Cash and Cash Equivalents, Beginning of the Year 3,603,937 1,430,597 3,037,687 1,578,363 9,650,584 Cash and Cash Equivalents, End of the Year $ 3,537,872 $ 2,181,532 $ 3,556,351 $ 1,237,031 $ 10,512,786 Reconciliation of Operating Income(Loss)to
Net Cash from Operating Activities:

Operating Income(Loss) $ 1,480,853 $ (167,095) $ (83,593) $ (549,964) $ 680,201 Adjustments to Reconcile Operating Income(Loss)to
Net Cash Provided (Used)by Operating Activities:

Depreciation - 143,987 265,902 - 409,889 Changes in Operating Assets and Liabilities:
(Increase)Decrease in Accounts Receivable 2,888 (162) 3,933 - 6,659 (Increase)Decrease in Due from Other Governments - - - - - (Increase)Decrease in Inventory and Prepaid Items (120,340) 1,959 11,125 - (107,256) (Increase)Decrease in Deferred Outflows-Pensions 74,049 30,022 59,417 26,537 190,025 (Increase)Decrease in Deferred Outflows-OPEB 6,006 (1,942) 3,686 3,657 11,407 Increase(Decrease)in Accounts Payable 20,857 26,793 130,819 65,447 243,916 Increase(Decrease)in Accrued Salaries and Benefits 1,078 2,941 2,724 2,422 9,165 Increase(Decrease)in Compensated Absences 3,194 5,696 19,767 (11,490) 17,167 Increase(Decrease)in Net Pension Liability (128,452) 32,881 35,007 128,200 67,636 Increase(Decrease)in Net OPEB Liability (22,984) 4,145 (16,912) (16,648) (52,399) Increase(Decrease)in Deferred Inflows-Pensions (9,105) (9,968) (17,477) (16,312) (52,862) Increase(Decrease)in Deferred Inflows-OPEB (13,888) (2,400) (14,406) (14,021) (44,715) Increase(Decrease)in Claims Payable (2,502,302) - - - (2,502,302) Net Cash from Operating Activities $ (1,208,146) $ 66,857 $ 399,992 $ (382,172) $ (1,123,469) 117 Page 163 of 377

CUSTODIAL FUNDS
118 Page 164 of 377

City of Upland
Custodial Funds
Year Ended June 30, 2024

CUSTODIAL FUNDS
Custodial Funds are used to account for assets held by a government in a trustee capacity or as an agent for individuals, private organizations, other governments, and/or other funds.

Community Facilities District 2003-2 Area 1 Fund
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvements in the Colonies development.

Community Facilities District 2003-2 Area 2 Fund
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvements in the Colonies development.

Community Facilities District 2015-1 Area 1 Fund
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvements in the Sycamore Hills development.

Community Facilities District 2016-1 Area 1 Fund
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvements in the Harvest at Upland development.

Community Facilities District 2016-2 Maintenance Fund
To account for revenues received from property holders for the payment of maintenance services including median landscaping, channel landscaping, storm drain clean outs, and asphalt slurry every 5 years within the Harvest at Upland development.

Community Facilities District 2017-1 Maintenance Fund
To account for revenues received from property holders for the payment of maintenance services including median landscaping, channel landscaping, storm drain clean outs, and asphalt slurry every 5 years within the Sycamore Hills development.

Community Facilities District 2016-1 Area 2 Fund
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvements in the Harvest at Upland development.

Assessment District 84-1 Fund
To account for the district formed to provide street sweeping, landscape irrigation, and street light services.

Sanitary Sewer Facility Development Fund
To account for fees collected on behalf of IEUA to expand the region's sanitary sewage facilities to accommodate current and future growth.

Welfare Committee Fund
To account for voluntary employee used to provide future financial assistance to employees in the event of a personal financial emergency, as determined by the committee.

West End Consolidated Water Company(Water Company)
To account for monies held on behalf of the Water Company. 119 Page 165 of 377

City of Upland
Custodial Funds
Year Ended June 30, 2024
CUSTODIAL FUNDS -Continued
Community Facilities District 2003-1
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvement in the Upland 54 development.

Community Facilities District 2022-1
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvement in the Enclave development.

Community Facilities District 2015-1 Area 2
To account for revenues received from property holders for the payment of debt issued to finance the acquisition of certain public rights of way and construction of certain public improvements in the Sycamore Hills development.
120 Page 166 of 377

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121 Page 167 of 377

City of Upland
Combining Statement of Fiduciary Net Position
Custodial Funds
June 30, 2024
Community Community Community Community Community Facilities District Facilities District Facilities District Facilities District Facilities 2003-2 Area 1 2003-2 Area 2 2015-1 Area 1 2016-1 Area 1 District 2016-2 ASSETS
Cash and Investments $ 668,307 $ 655,320 $ 272,265 $ 206,493 $ 271,384 Cash with Fiscal Agent 1,122,216 2,010,413 824,061 752,572 - Accounts Receivable 15,531 15,433 - 8,509 807 Total Assets 1,806,054 2,681,166 1,096,326 967,574 272,191

LIABILITIES
Deposits Payable - - 27,829 150,500 15,784 Accounts Payable - - - - 232
Total Liabilities - - 27,829 150,500 16,016

NET POSITION
Restricted for:

Organizations and Individuals 1,806,054 2,681,166 1,068,497 817,074 256,175 Other Governments -
- - - -
Total Net Position $ 1,806,054 $ 2,681,166 $ 1,068,497 $ 817,074 $ 256,175 122 Page 168 of 377

Community Community Sanitary Sewer West End Community Facilities Facilities District Assessment Facility Welfare Consolidated Facilities District 2017-1 2016-1 Area 2 District 84-1 Development Committee Water Co. District 2003-1 $ - $ 289,591 $ - $ 5,628,546 $ 29,009 $ 522,749 $ 79,788 - 2,435,392 - - - - 203,449
53 7,702 - - - - 2,506
53 2,732,685 - 5,628,546 29,009 522,749 285,743
- 164,308 - 5,628,546 - - -
907 - - - - - -
907 164,308 - 5,628,546 - - -
(854) 2,568,377 - - 29,009 522,749 285,743 $ (854) $ 2,568,377 $ - $ - $ 29,009 $ 522,749 $ 285,743 Continued
123 Page 169 of 377

City of Upland
Combining Statement of Fiduciary Net Position - Continued Custodial Funds
June 30, 2024
Community Community
Facilities Facilities District
District 2022-1 2015-1 Area 2 Total
ASSETS
Cash and Investments $ 150,603 $ 284,383 $ 9,058,438 Cash with Fiscal Agent 4,110,632 848,112 12,306,847 Accounts Receivable - 4,756 55,297 Total Assets 4,261,235 1,137,251 21,420,582

LIABILITIES
Deposits Payable 3,365 - 5,990,332
Accounts Payable - - 1,139
Total Liabilities 3,365 - 5,991,471

NET POSITION
Restricted for:

Organizations and Individuals 4,257,870 1,137,251 15,429,111 Other Governments - - -
Total Net Position $ 4,257,870 $ 1,137,251 $ 15,429,111 124 Page 170 of 377

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125 Page 171 of 377

City of Upland
Combining Statement of Changes in Fiduciary Net Position Custodial Funds
For the Year Ended June 30, 2024
Community Community Community Community Community Facilities District Facilities District Facilities District Facilities District Facilities 2003-2 Area 1 2003-2 Area 2 2015-1 Area 1 2016-1 Area 1 District 2016-2

ADDITIONS
Contributions:

Taxes and assessments collected for others $ 1,401,554 $ 1,380,722 $ 555,180 $ 541,400 $ 57,307 Contributions from bondholders - - - 14,790 - Investment Earnings:

Interest income - - - - -
Total Additions 1,401,554 1,380,722 555,180 556,190 57,307

DEDUCTIONS
General and administrative 26,254 20,363 18,626 - 18,123 Recipient payments - - - - -
Distribution to shareholders 1,243,190 1,314,969 545,156 508,950 - Total Deductions 1,269,444 1,335,332 563,782 508,950 18,123 Net Increase(decrease)in fiduciary net position 132,110 45,390 (8,602) 47,240 39,184 Net Position, beginning of the year 1,673,944 2,635,776 1,077,099 769,834 216,991 Net Position,end of the year $ 1,806,054 $ 2,681,166 $ 1,068,497 $ 817,074 $ 256,175 126 Page 172 of 377

Community Community Sanitary Sewer West End Community Facilities Facilities District Assessment Facility Welfare Consolidated Facilities District 2017-1 2016-1 Area 2 District 84-1 Development Committee Water Co. District 2003-1 $ 12,400 $ 576,834 $ - $ 745,620 $ - $ - $ 141,088 - -
- - - 15,064 -
12,400 576,834 - 745,620 - 15,064 141,088
19,731 15,947 - 689,691 - - 17,241
- - - 55,929 - - -
- 552,573 - - - - 122,820
19,731 568,520 - 745,620 - - 140,061
(7,331) 8,314 - - - 15,064 1,027
6,477 2,560,063 - - 29,009 507,685 284,716
$ (854) $ 2,568,377 $ - $ - $ 29,009 $ 522,749 $ 285,743 Continued
127 Page 173 of 377

City of Upland
Combining Statement of Changes in Fiduciary Net Position - Continued Custodial Funds
For the Year Ended June 30, 2024
Community Community
Facilities Facilities District
District 2022-1 2015-1 Area 2 Total

ADDITIONS
Contributions:

Taxes and assessments collected for others $ - $ 575,168 $ 5,987,273 Contributions from bondholders 444,706 - 459,496 Investment Earnings:

Interest income - - 15,064
Total Additions 444,706 575,168 6,461,833

DEDUCTIONS
General and administrative 5,524 3,458,768 4,290,268 Recipient payments 150,975 - 206,904
Distribution to shareholders - 557,493 4,845,151 Total Deductions 156,499 4,016,261 9,342,323 Net Increase(decrease)in fiduciary net position 288,207 (3,441,093) (2,880,490) Net Position, beginning of the year 3,969,663 4,578,344 18,309,601 Net Position,end of the year $ 4,257,870 $ 1,137,251 $ 15,429,111 128 Page 174 of 377

STATISTICAL SECTION
29 Page 175 of 377

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130 Page 176 of 377

City of Upland
Description of Statistical Section Contents
June 30, 2024
This part of the City of Upland's Annual Comprehensive financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information say about the government's overall financial health.

Contents: Pages
Financial Trends theses schedules contain trend information to help the reader understand how the City's financial performance and well-being have changed over time. 132
Revenue Capacity these schedules contain information to help the reader assess the City's most significant local revenue source, the property tax. 142 Debt Capacity these schedules present information to help the reader assess the affordability of the City's current levels of outstanding debt and the City's ability to issue additional debt in the future. 152 Demographic and Economic Information these schedules offer demographic and economic indicators to help the reader understand the environment within which the City's financial activities take place. 160 Operating Information these schedules contain service and infrastructure data to help the reader understand how the information in the City's financial report relates to the services the City provides and the activities it performs. 164 Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year.
131 Page 177 of 377

CITY OF UPLAND

NET POSITION BY COMPONENT

LAST TEN FISCAL YEARS(ACCRUAL BASIS OF ACCOUNTING)
Fiscal Year Ended June 30,
2015 2016 2017 2018 2019
Governmental activities
Net investment in capital assets $ 274,795,930 $ 269,132,382 $ 267,791,299 $ 262,318,491 $ 262,465,719 Restricted 14,482,775 25,659,378 40,844,504 42,616,153 44,877,724 Unrestricted (62,716,819) (64,259,153) (74,170,029) (83,164,838) (80,859,640) Total governmental activities net position $ 226,561,886 $ 230,532,607 $ 234,465,774 $ 221,769,806 $ 226,483,803 Business-type activities
Net investment in capital assets $ 68,450,050 $ 67,891,850 $ 68,761,226 $ 69,511,985 $ 70,481,398 Restricted - - - - -
Unrestricted 27,528,096 34,916,716 39,989,572 48,033,153 54,825,737 Total business-type activities net position $ 95,978,146 $ 102,808,566 $ 108,750,798 $ 117,545,138 $ 125,307,135 Primary government
Net investment in capital assets $ 343,245,980 $ 337,024,232 $ 336,552,525 $ 331,830,476 $ 332,947,117 Restricted 14,482,775 25,659,378 40,844,504 42,616,153 44,877,724 Unrestricted (35,188,723) (29,342,437) (34,180,457) (35,131,685) (26,033,903) Total primary government net position $ 322,540,032 $ 333,341,173 $ 343,216,572 $ 339,314,944 $ 351,790,938 Source: Finance Division, City of Upland
132 Page 178 of 377

Fiscal Year Ended June 30,
2020 2021 2022 2023 2024
$ 266,996,077 $ 267,040,558 $ 262,699,586 $ 259,609,120 $ 269,109,213 52,227,409 43,407,782 44,713,616 49,087,106 41,993,925
(74,070,557) (59,600,057) (62,075,620) (50,852,573) (39,313,755) $ 245,152,929 $ 250,848,283 $ 245,337,582 $ 257,843,653 $ 271,789,383 $ 80,694,523 $ 11,916,179 $ 92,647,094 $ 85,967,254 $ 86,777,534 62,335,721 141,256,446 73,065,524 91,632,078 95,645,601 $ 143,030,244 $ 153,172,625 $ 165,712,618 $ 177,599,332 $ 182,423,135 $ 347,690,600 $ 278,956,737 $ 355,346,680 $ 345,576,374 $ 355,886,747 52,227,409 43,407,782 44,713,616 49,087,106 41,993,925
(11,734,836) 81,656,389 10,989,904 40,779,505 56,331,846 $ 388,183,173 $ 404,020,908 $ 411,050,200 $ 435,442,985 $ 454,212,518 133 Page 179 of 377

CITY OF UPLAND

CHANGES IN NET POSITION

LAST TEN FISCAL YEARS(ACCRUAL BASIS OF ACCOUNTING)
Fiscal Year Ended June 30,
2015 2016 2017 2018
Expenses
Governmental activities:

General government $ 3,050,233 $ 5,626,905 $ 3,080,619 $ 4,539,492 Public safety 27,468,131 27,178,673 32,174,086 27,927,892 Engineering and public works 9,281,467 11,049,238 9,819,952 11,468,377 Development services 5,447,239 5,214,410 5,407,099 6,624,913 Community services 5,073,673 4,308,397 3,691,035 3,370,656 Interest expense 284,269 281,359 358,679 715,062 Total governmental activities expenses 50,605,012 53,658,982 54,531,470 54,646,392 Business-type activities:

Water utility 20,124,035 16,121,912 18,483,205 19,989,900 Solid waste utility 9,872,451 9,602,172 10,051,229 11,042,468 Sewer utility 7,457,367 7,063,779 7,818,112 9,285,699 Animal services - - - -
Total business-type activities expenses 37,453,853 32,787,863 36,352,546 40,318,067 Total primary government expenses $ 88,058,865 $ 86,446,845 $ 90,884,016 $ 94,964,459 Program Revenues
Governmental activities:

Charges for services:

General government $ 1,658,124 $ 1,124,713 $ 305,373 $ 382,010 Public safety 3,593,175 3,789,627 3,541,745 1,827,271 Engineering and public works 660,583 246,341 776,173 4,207,550 Development services 4,612,643 4,933,961 5,461,323 5,245,335 Community services 1,097,518 1,072,754 495,702 546,702 Operating grants and contributions 7,014,790 5,120,131 5,933,967 2,066,407 Capital grants and contributions 2,712,801 3,926,465 4,337,377 6,604,091 Total governmental activities
program revenues 21,349,634 20,213,992 20,851,660 20,879,366 Business-type activities
Charges for services:

Water utility 22,713,562 18,601,289 21,299,753 28,076,336 Solid waste utility 10,355,699 10,544,776 11,103,446 11,687,415 Sewer utility 7,233,341 8,068,428 9,705,668 10,144,832 Animal services - - - -
Operating grants and contributions 21,672 15,519 63,207 70,598 Capital grants and contributions - - - - Total business-type activities
program revenues 40,324,274 37,230,012 42,172,074 49,979,181 Total primary government
program revenues $ 61,673,908 $ 57,444,004 $ 63,023,734 $ 70,858,547 Net(expenses)/revenue
Governmental activities $ (29,255,378) $ (33,444,990) $ (33,679,810) $ (33,767,026) Business-type activities 2,870,421 4,442,149 5,819,528 9,661,114 Total net revenues(expense) $ (26,384,957) $ (29,002,841) $ (27,860,282) $ (24,105,912) 134 Page 180 of 377

Fiscal Year Ended June 30,
2019 2020 2021 2022 2023 2024
$ 4,033,829 $ 3,740,648 $ 2,148,712 $ 899,152 $ 3,048,383 $ 7,280,196 27,265,506 23,786,129 31,674,977 40,906,101 29,552,941 33,472,402 12,092,590 3,524,461 14,653,574 14,788,452 14,227,015 13,757,703 6,059,857 5,931,597 5,682,894 6,223,444 8,171,072 9,532,464 4,255,538 3,910,878 3,642,911 4,449,233 5,364,573 6,866,661 840,116 817,235 783,846 609,129 1,003,034 950,888 54,547,436 41,710,948 58,586,914 67,875,511 61,367,018 71,860,314 21,525,637 20,513,809 22,480,852 25,757,917 21,432,764 25,364,080 12,316,577 13,787,098 14,487,585 15,591,348 17,899,520 18,587,584 9,387,370 9,946,531 10,663,464 10,330,964 12,136,617 12,599,689 43,229,584 44,247,438 47,631,901 51,680,229 51,468,901 56,551,353 $ 97,777,020 $ 85,958,386 $ 106,218,815 $ 119,555,740 $ 112,835,919 $ 128,411,667 $ 1,187,018 $ 583,514 $ 795,356 $ 359,602 $ 270,918 $ 281,344 1,866,761 1,644,528 1,223,941 1,296,694 1,219,507 1,438,661 2,991,516 5,038,970 4,002,120 898,698 1,557,226 1,915,037 5,876,464 6,038,238 6,066,211 8,031,377 9,613,043 9,670,222 581,989 395,733 934,551 519,862 590,286 684,158 2,340,876 2,518,963 4,433,802 5,469,996 7,617,728 9,299,532 7,305,417 8,229,671 7,219,514 4,881,792 7,071,529 9,814,696 22,150,041 24,449,617 24,675,495 21,458,021 27,940,237 33,103,650 26,203,575 27,703,940 29,333,341 28,937,984 32,893,440 29,057,054 12,677,799 13,772,383 14,643,704 16,686,834 17,450,624 18,516,900 10,573,571 10,606,800 10,818,913 10,595,087 11,601,219 12,005,283 57,708 - 23,630 26,198 74,253 39,893 1,544,529 9,882,981 2,903,615 2,622,455 - - 51,057,182 61,966,104 57,723,203 58,868,558 62,019,536 59,619,130 $ 73,207,223 $ 86,415,721 $ 82,398,698 $ 80,326,579 $ 89,959,773 $ 92,722,780 $ (32,397,395) $ (17,261,331) $ (33,911,419) $ (46,417,490) $ (33,426,781) $ (38,756,664) 7,827,598 17,718,666 10,091,302 7,188,329 10,550,635 3,067,777 $ (24,569,797) $ 457,335 $ (23,820,117) $ (39,229,161) $ (22,876,146) $ (35,688,887) 135 Page 181 of 377

CITY OF UPLAND

CHANGES IN NET POSITION

LAST TEN FISCAL YEARS(ACCRUAL BASIS OF ACCOUNTING)
Fiscal Year Ended June 30,
2015 2016 _ 2017 2018
General Revenues and Other
Changes in Net Position
Governmental activities:

Taxes
Property taxes $ 18,376,071 $ 19,309,037 $ 20,482,854 $ 16,343,119 Sales taxes 12,477,307 13,909,909 13,293,304 13,673,539 Other taxes 1,890,562 1,778,356 2,740,447 2,696,807 Investment income 93,147 216,843 326,531 (90,335) Motor vehicle in lieu 852,384 429,308 223,315 40,421 Gain on sale of assets 14,151 32,589 4,180 - Miscellaneous revenue 4,238,903 394,567 355,677 321,564 Extraordinary gain (note 21) - - - - Special Item (note 16) - - - (5,562,967) Transfers 122,245 (3,000) 67,000 -
Total governmental activities 38,064,770 36,067,609 37,493,308 27,422,148 Business-type activities:

Investment income 99,832 148,205 189,704 415,529 Share of joint venture net income - - - - Gain on sale of assets - - - -
Legal Settlement - - - -
Miscellaneous revenue - - - -
Transfers (122,245) 3,000 (67,000) -
Total business-type activities (22,413) 151,205 122,704 415,529 Total primary government $ 38,042,357 $ 36,218,814 $ 37,616,012 $ 27,837,677 Changes in Net Position
Governmental activities $ 8,809,392 $ 2,622,619 $ 3,813,498 $ (6,344,878) Business-type activities 2,848,008 4,593,354 5,942,232 10,076,643 Total primary government $ 11,657,400 $ 7,215,973 $ 9,755,730 $ 3,731,765 Source: Finance Division, City of Upland
136 Page 182 of 377

Fiscal Year Ended June 30,
2019 2020 2021 _ 2022 2023 2024
$ 16,831,839 $ 18,055,721 $ 18,818,701 $ 19,089,687 $ 20,342,692 $ 21,830,284 14,507,927 13,579,780 16,876,712 18,469,789 21,274,685 24,592,071 2,692,051 2,819,493 2,895,754 3,614,267 3,646,945 3,809,018 1,012,981 1,232,765 927,392 (564,701) 478,142 2,309,113 36,969 62,114 57,805 90,702 81,119 97,530 132,623 - - - 15,000 -
271,298 180,584 30,374 207,045 94,269 72,078 814,669 - - - - (7,700)
36,300,357 35,930,457 39,606,738 40,906,789 45,932,852 52,702,394 761,947 1,187,036 51,079 (1,472,061) 1,336,079 1,748,326 (12,879) - - - - -
- - 6,823,725 - -
(814,669) - - - - 7,700
(65,601) 1,187,036 51,079 5,351,664 1,336,079 1,756,026 $ 36,234,756 $ 37,117,493 $ 39,657,817 $ 46,258,453 $ 47,268,931 $ 54,458,420 $ 3,902,962 $ 18,669,126 $ 5,695,319 $ (5,510,701) $ 12,506,071 $ 13,945,730 7,761,997 18,905,702 10,142,381 12,539,993 11,886,714 4,823,803 $ 11,664,959 $ 37,574,828 $ 15,837,700 $ 7,029,292 $ 24,392,785 $ 18,769,533 137 Page 183 of 377

CITY OF UPLAND

FUND BALANCES OF GOVERNMENTAL FUNDS

LAST TEN FISCAL YEARS(MODIFIED ACCRUAL BASIS OF ACCOUNTING) Fiscal Year Ended June 30,
2015 2016 2017 2018 2019
General Fund
Nonspendable $ 110,709 $ 63,831 $ 75,325 $ 64,869 $ 73,803 Restricted - - - 18,473 18,473
Committed - - - 4,670,418 4,670,418
Assigned - - - - -
Unassigned 10,284,958 14,478,664 15,254,150 9,479,082 18,538,881 Total General Fund $ 10,395,667 $ 14,542,495 $ 15,329,475 $ 14,232,842 $ 23,301,575 Other governmental funds
Nonspendable $ - $ - $ - $ - $ - Restricted 34,769,384 38,524,248 39,563,384 42,616,153 44,979,990 Committed - - - - -
Assigned - - - 7,531 -
Unassigned (20,372) (254,428) (4,088) (296) - Total Other Governmental Funds $ 34,749,012 $ 38,269,820 $ 39,559,296 $ 42,623,388 $ 44,979,990 Source: Finance Division, City of Upland
138 Page 184 of 377

Fiscal Year Ended June 30,
2020 2021 2022 2023 2024
$ 68,061 $ 178,650 $ 109,886 $ 140,904 $ 153,335 53,073 10,733,983 2,735,148 4,014,932 7,540,179
7,750,840 15,137,875 12,434,329 15,048,573 16,372,608 - 4,491,000 - - -
16,404,123 249,245 (11,880,703) (9,434,292) (6,244,888) $ 24,276,097 $ 30,790,753 $ 3,398,660 $ 9,770,117 $ 17,821,234 $ - $ - $ - $ - $ -
53,645,011 55,210,075 57,068,653 63,901,813 59,078,844 - - 191,505 440,421 1,297,145
(246,676) (684,266) (388,217) (561,356) (1,189,446) $ 53,398,335 $ 54,525,809 $ 56,871,941 $ 63,780,878 $ 59,186,543 139 Page 185 of 377

CITY OF UPLAND

CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS

LAST TEN FISCAL YEARS(MODIFIED ACCRUAL BASIS OF ACCOUNTING) Fiscal Year Ended June 30,
2015 2016 2017 2018
Revenues
Taxes $ 35,655,141 $ 37,799,228 $ 38,830,352 $ 32,719,390 Licenses and permits 1,794,686 1,875,032 3,009,862 5,164,222 Charges for services 5,606,821 5,392,160 5,857,984 2,785,383 Fines and penalties 604,509 594,417 619,646 646,874 Investment income 92,100 187,819 86,173 38,881 Rental income 3,860,094 4,013,904 4,191,730 4,738,192 Intergovernmental _ 7,655,572 5,435,521 5,798,858 5,579,860 Other 5,317,007 1,273,394 1,742,663 934,735 Total revenues 60,585,930 56,571,475 60,137,268 52,607,537 Expenditures
General government 3,420,069 3,658,673 4,950,630 2,154,855 Public safety 26,462,312 28,178,150 31,733,042 23,950,547 Engineering and public works 5,698,034 7,874,070 9,380,001 15,361,147 Development services 5,274,072 5,262,923 5,446,549 6,366,818 Community services 4,506,490 4,216,350 3,518,510 3,170,399 Debt service:

Principal 235,000 258,368 288,319 18,677,299 Interest 282,901 296,236 360,854 715,062
Issuance Costs - - - -
Fiscal charges 6,659 2,258 3,575 -
Total expenditures 45,885,537 49,747,028 55,681,480 70,396,127 Excess(deficiency)of revenues
over(under)expenditures 14,700,393 6,824,447 4,455,788 (17,788,590) Other financing sources(uses)
Transfers in 273,409 1,208,553 517,960 224,081 Transfers out (2,478,470) (1,525,154) (2,164,720) (3,693,295) Extraordinary gain(loss)(note 21) - - - -
Proceeds from sale of capital assets - 1,600 - - Issuance of capital leases - 200,524 - -
Issuance of bonds/debt - - - 22,210,487
Total other financing sources(uses) (2,205,061) (114,477) (1,646,760) 18,741,273 Special Item
Payment to Unfunded Pension Liability - - -Net change in fund balances $ 12,495,332 $ 6,709,970 $ 2,809,028 $ 952,683 Debt service as a percentage of
noncapital expenditures* 1.1% 1.1% 1.3% 31.7% * This percentage is computed as:Debt Service divided by Non-Capital Expenditures 140 Page 186 of 377

Fiscal Year Ended June 30,
2019 2020 2021 2022 2023 2024
$ 36,119,214 $ 35,505,234 $ 39,675,488 $ 42,615,113 $ 46,902,560 $ 51,780,541 4,354,120 6,164,957 5,955,190 3,306,914 4,057,710 2,795,891 3,055,102 2,843,447 2,384,400 2,758,438 2,984,757 3,269,621 989,437 893,964 542,604 600,186 640,866 768,611
1,813,945 1,679,486 829,306 (2,483,759) 180,020 5,751,698 5,003,949 5,156,573 5,259,555 5,259,156 5,583,798 6,594,154 5,518,173 6,812,160 8,241,316 9,906,508 12,546,825 13,346,137 1,727,759 550,605 627,760 700,456 639,097 425,172
58,581,699 59,606,426 63,515,619 62,663,012 73,535,633 84,731,825 1,918,770 1,956,329 2,255,746 3,442,633 4,758,071 5,391,562 23,653,097 25,977,681 27,381,746 28,134,960 27,373,694 30,983,155 12,907,584 9,842,367 14,744,656 12,307,298 12,279,130 25,344,159 5,343,038 5,735,938 5,683,606 6,223,444 8,171,072 9,532,464 3,279,498 3,240,983 3,193,155 3,817,256 4,900,947 6,369,409 674,583 695,406 739,578 13,621,275 910,541 947,386 840,116 817,235 783,846 609,129 1,003,034 950,888 - 167,472 - -
48,616,686 48,265,939 54,782,333 68,323,467 59,396,489 79,519,023 9,965,013 11,340,487 8,733,286 (5,660,455) 14,139,144 5,212,802 1,035,556 1,725,996 593,000 290,000 1,747,052 19,114,761 (518,892) (3,673,616) (1,715,374) (2,158,150) (2,620,802) (20,870,781) 132,623 - 31,218 - 15,000 - - - - 12,982,644 - -
649,287 (1,947,620) (1,091,156) 11,114,494 (858,750) (1,756,020) - - - (30,500,000) - -
$ 10,614,300 $ 9,392,867 $ 7,642,130 $ (25,045,961) $ 13,280,394 $ 3,456,782

3.6% 4.1% 3.1% 21.8% 3.4% 3.0%
141 Page 187 of 377

CITY OF UPLAND

ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY (IN THOUSANDS OF DOLLARS)

LAST TEN FISCAL YEARS
Fiscal Year Ended June 30,
2015 2016 2017 2018 2019
Residential 6,068,414 6,401,935 6,697,951 7,059,507 7,440,680 Commercial 873,943 875,269 908,646 991,548 1,059,249 Industrial 318,293 342,277 350,443 377,242 401,508 Dry Farm 4,186 470 477 487 497 Govt. Owned 983 1,003 1,018 1,039 1,060 Institutional 10,334 9,826 13,908 11,982 12,730 Irrigated 1,976 2,015 1,640 1,673 1,707 Miscellaneous 78,792 80,400 103,978 76,233 78,464 Recreational 14,353 14,804 14,162 13,758 13,812 Vacant 65,657 84,782 91,043 132,223 127,536 SBE Nonunitary 70 70 70 70 69 Unsecured 259,893 268,858 249,241 230,214 246,034 TOTALS 7,696,894 8,081,709 8,432,577 8,895,976 9,383,344 Total Direct Rate 0.17491% 0.17492% 0.17492% 0.17492% 0.08257% Note: The State Constitution requires property to be assessed at one hundred percent of the most recent purchase price, plus an increment of no more than two percent annually, plus any local overrides. These values are considered to be full market values.

Source: San Bernardino County Assessor 2014/15-2023/24 Combined Tax Rolls; HdL Coren &Cone
142 Page 188 of 377

Fiscal Year Ended June 30,
2020 2021 2022 2023 2024
7,822,956 8,303,185 8,718,266 9,343,041 9,956,562
1,092,437 1,146,927 1,190,138 1,233,308 1,313,281
405,874 436,283 452,734 492,890 514,207
507 621 627 640 653
1,554 1,585 1,965 1,136 1,159
8,269 8,177 9,108 7,515 7,550
1,741 1,775 430 438 447
84,498 95,151 92,426 93,673 98,861
14,875 14,940 15,410 16,897 19,139
150,349 132,343 94,275 104,706 92,650
180 180 180 180 27
251,133 239,443 240,310 253,506 285,697
9,834,373 10,380,611 10,815,869 11,547,930 12,290,233

0.09093% 0.09079% 0.09099% 0.09141% 0.09124%
143 Page 189 of 377

CITY OF UPLAND

WATER SALES BY USER TYPE

LAST TEN FISCAL YEARS
Residential Commercial Public Agency Irrigation Fiscal Gallons %of Gallons %of Gallons %of Gallons %of Year Consumed Total Consumed Total Consumed Total Consumed Total 2015 4,456,746,316 71.4% 718,672,416 11.5% 210,080,288 3.4% 860,493,216 13.8% 2016 3,566,689,896 70.7% 650,598,432 12.9% 176,596,816 3.5% 649,350,020 12.9% 2017 3,848,856,440 71.0% 680,205,768 12.5% 177,463,748 3.3% 717,650,648 13.2% 2018 4,243,225,976 70.1% 717,147,992 11.8% 186,568,404 3.1% 909,118,452 15.0% 2019 3,804,467,128 69.4% 659,586,400 12.0% 165,040,216 3.0% 852,306,356 15.5% 2020 3,940,665,212 71.5% 592,244,708 10.7% 167,931,236 3.0% 813,682,628 14.8% 2021 4,359,818,232 71.5% 593,676,380 9.7% 212,988,512 3.5% 934,994,764 15.3% 2022 4,124,359,800 71.6% 561,967,164 9.8% 180,236,584 3.1% 889,946,464 15.5% 2023 3,265,848,784 71.8% 512,313,428 11.3% 138,144,380 3.0% 633,130,388 13.9% 2024 3,359,342,052 72.0% 516,624,152 11.1% 146,300,572 3.1% 644,970,480 13.8% Source: Finance Division,City of Upland
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145 Page 191 of 377

CITY OF UPLAND

DIRECT AND OVERLAPPING PROPERTY TAX RATES
(RATE PER$100 OF TAXABLE VALUE)

LAST TEN FISCAL YEARS
Fiscal Year Ended June 30,
Agency 2015 2016 2017 2018
Basic Levy' 1.00000 1.00000 1.00000 1.00000
Alta Loma Elementary Bond 0.04370 0.04170 0.04080 0.05640 Central Elementary Bond 0.06600 0.06500 0.06880 0.06700 Chaffey Community College Bond 0.01090 0.01130 0.01160 0.00880 Chaffey High School Bond 0.02940 0.04090 0.03190 0.02790 Metropolitan Water Agency 0.00350 0.00350 0.00350 0.00350 Ontario-Montclair Elementary Bond 0.02600 0.02680 0.02640 0.05570 Upland Unified School Bond 0.04620 0.05250 0.06070 0.05510 Total Direct&Overlapping2 Tax Rates 1.22570 1.24170 1.24370 1.27440 City Share of 1%levy per Prop 133 0.17482 0.17482 0.17482 0.17482 Redevelopment Rate4 n/a n/a n/a n/a Total Direct Rates 0.17491 0.17492 0.17492 0.17492 Notes:
1 In 1978,California voters passed Proposition 13 which set the property tax rate at a 1.00%fixed amount.

This 1.00%is shared by all taxing agencies for which the subject property resides within. In addition to the

1.00%fixed amount,property owners are charged taxes as a percentage of assessed property values for the payment of any voter approved bonds.
2 Overlapping rates are those of local and county governments that apply to property owners within the City.

Not all overlappping rates apply to all city property owners. 3 City's Share of 1%Levy is based on the City's share of the general fund tax rate area with the largest net taxable value within the City.The ERAF portion of the City's Levy has been subtracted where known. 4 Redevelopment Rate is based on the largest RDA tax rate area and only includes rate(s)from indebtedness adopted prior to 1989 per California State statute. RDA direct and overlapping rates are applied only to the incremental property values.The approval of ABX1 26 eliminated Redevelopment from the State of California for the fiscal year 2012/13 and years thereafter.
5 Total Direct Rate is the weighted average of all individual direct rates applied by the City/Agency preparing the statistical section information and excludes revenues derived from aircraft. Beginning in 2013/14 the Total Direct Rate no longer includes revenue generated from the former redevelopment tax rate areas.Challenges to recognized enforceable obligations are assumed to have been resolved during 2012/13. For the purposes of this report, residual revenue is assumed to be distributed to the City/Agency in the same proportions as general fund revenue.

Source:San Bernardino County Assessor 2014/15-2023/24 Tax Rate Table; HdL Coren&Cone 146 Page 192 of 377

Fiscal Year Ended June 30,
2019 2020 2021 2022 2023 2024

1.00000 1.00000 1.00000 1.00000 1.00000 1.00000

0.06800 0.06530 0.04570 0.07300 0.06280 0.04520

0.04650 0.05020 0.04890 0.06140 0.05120 0.04870

0.01530 0.02410 0.01110 0.01770 0.01370 0.01000

0.04020 0.03750 0.03520 0.03710 0.02940 0.03160

0.00350 0.00350 0.00350 0.00350 0.00350 0.00350

0.05550 0.04280 0.04580 0.04550 0.04220 0.03660

0.05870 0.05600 0.05150 0.06340 0.04630 0.05180

1.28770 1.27940 1.24170 1.30160 1.24910 1.22740

0.08042 0.09353 0.09353 0.09353 0.09353 0.09353
n/a n/a n/a n/a n/a n/a

0.08257 0.09330 0.09079 0.09099 0.09141 0.09124
147 Page 193 of 377

CITY OF UPLAND

PRINCIPAL PROPERTY TAXPAYERS

CURRENT YEAR AND TEN YEARS AGO
2024 2015
Percentage of Percentage of
Taxable Total Taxable Taxable Total Taxable Assessed Assessed Assessed Assessed
Taxpayer Value Rank Value Value Rank Value Colonies-Pacific LLC 178,744,244 1 1.45% $ 127,888,106 1 1.66% Lucas Upland LLC 83,640,000 2 0.68%
Benson Owner LLC 82,365,000 3 0.67%
Upland Evergreen SPE LLC 62,276,212 4 0.51% College Park Apartment Homes LP 56,613,237 5 0.46% 56,458,161 2 0.73% MG Stoneridge Village Grove LLC 49,487,001 6 0.40% 42,000,000 3 0.55% Rancho Monte Vista Apartment Homes 47,973,033 7 0.39% 40,882,293 4 0.53% CT Retail Properties Finance II LLC 46,130,386 8 0.38% 39,151,218 5 0.51% WNG Mountain Spring GP 42,201,421 9 0.34% 35,816,674 6 0.47% College Business Park LLC 39,482,266 10 0.32% Koll Per College Buisness Park LLC 34,726,001 7 0.45% Dee Matreyek Kurth Non Exempt Trust 32,939,541 8 0.43% NU-168 Apartments LLC 31,972,698 9 0.42% North Benson Apartments LLC 26,851,433 10 0.35% Totals $ 688,912,800 5.61% $ 468,686,125 6.09% Source: San Bernardino County Assessor 2023/24 Combined Tax Roll and the SBE Non Unitary Tax Roll 148 Page 194 of 377

CITY OF UPLAND

PRINCIPAL WATER PURCHASERS

CURRENT YEAR AND TEN YEARS AGO
2024 2015
Percentage of Percentage of
Gallons Total Gallons Gallons Total Gallons
Water Purchaser Consumed Rank Consumed Consumed Rank Consumed City of Upland 199,652,420 1 4.3% 245,719,496 1 3.9% Wetrustin Invenstment Inc. 95,642,272 2 2.0% Upland Unified School District 76,147,896 3 1.6% 121,246,312 3 1.9% Mountain View Land Co. 57,433,684 4 1.2% 113,623,444 4 1.8% San Antonio Community Hospital 45,706,540 5 1.0% 50,278,316 7 0.8% Upland Hills Estates HOA 31,710,712 6 0.7% 48,431,504 8 0.8% Upland Hills CC COA 30,224,436 7 0.6% 94,813,488 5 1.5% State of California Dept of Transportation 28,422,504 8 60,777,244 6 1.0% Upland Cascade 27,651,316 9 0.6%
College Park Apartment Homes 24,722,148 10 0.5% Upland Meadows Management CO. 0.0% 31,711,460 9 0.5% Upland Development,LLC 140,880,564 2 2.3% Couty of San Bernardino 24,498,496 10 0.4% Totals 617,313,928 12.6% 931,980,324 14.9% Source: Finance Division,City of Upland
149 Page 195 of 377

CITY OF UPLAND

PROPERTY TAX LEVIES AND COLLECTIONS

LAST TEN FISCAL YEARS
Collected within the
Fiscal Taxes Levied Fiscal Year of Levy Collections in Total Collections to Date Year Ended for the Percent Subsequent Percent
June 30, Fiscal Year Amount of Levy Years(1) Amount of Levy 2015 10,792,671 10,512,265 97.40% N/A 10,512,265 97.40% 2016 11,319,306 11,049,460 97.62% N/A 11,049,460 97.62% 2017 11,883,283 11,615,501 97.75% N/A 11,615,501 97.75% 2018 12,310,682 12,120,710 98.46% N/A 12,120,710 98.46% 2019 1 6,032,861 5,900,839 97.81% N/A 5,900,839 97.81% 2020 7,326,803 7,162,370 97.76% N/A 7,162,370 97.76% 2021 7,730,056 7,623,675 98.62% N/A 7,623,675 98.62% 2022 8,029,078 7,904,847 98.45% N/A 7,904,847 98.45% 2023 8,585,254 8,425,740 98.14% N/A 8,425,740 98.14% 2024 9,101,264 8,913,917 97.94% N/A 8,913,917 97.94% Notes:

Source: Data provided by the San Bernardino County Assessor's Office for collection of prior years taxes does not segregate the information by fiscal year. Therefore, the City is not able to provide this information in the above shcedule.
1Change from prior years due to City's Annexation with San Bernadino County for Fire Services. 150 Page 196 of 377

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151 Page 197 of 377

CITY OF UPLAND

RATIOS OF OUTSTANDING DEBT BY TYPE

LAST TEN FISCAL YEARS
Governmental
Activities
Fiscal Lease Total
Year Ended Revenue Housing Capital Clean Renewable Governmental June 30, Bonds Bonds Leases Energy Bonds Activities 2015 495,000 18,000,000 - - 18,495,000 2016 250,000 18,000,000 187,156 - 18,437,156 2017 - 18,000,000 148,837 - 18,148,837
2018 - 14,420,150 2,736,044 4,525,832 21,682,026 2019 - 13,905,615 2,607,411 4,494,189 21,007,215 2020 - 13,372,270 2,467,202 4,472,265 20,311,737 2021 - 12,815,345 2,315,651 4,441,631 19,572,628 2022 - 12,402,398 2,145,397 4,386,028 18,933,823 2023 - 11,746,651 1,974,260 4,302,372 18,023,282 2024 - 11,070,352 1,801,523 4,204,025 17,075,900 Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. (a) This ratio is calculated using personal income and population for the prior calendar year.

Source: Notes to the Financial Statements, Long Term Debt Section 152 Page 198 of 377

Business-type Activities
Water Total Percentage Debt Fiscal
Lease Revenue Direct Primary of Personal Per Year Ended Bonds Borrowings Government Income(a) Capita(a) June 30, 10,483,221 28,978,221 1.36% 386.00 2015 9,658,875 28,096,031 1.29% 370.79 2016
8,809,529 26,958,366 1.21% 351.07 2017
8,435,184 30,117,210 1.32% 391.05 2018
8,045,838 29,053,053 1.20% 370.19 2019
7,646,493 1,376,000 29,334,230 1.17% 372.20 2020 7,232,147 1,698,627 28,503,402 1.05% 363.04 2021 22,570,000 1,354,627 42,858,450 1.56% 541.56 2022 21,433,000 11,574,655 51,030,937 1.68% 651.10 2023 20,543,000 15,910,484 53,529,384 1.62% 683.78 2024 153 Page 199 of 377

CITY OF UPLAND

DIRECT AND OVERLAPPING BOND DEBT
JUNE 30,2024
2023-24 Assessed Valuation: $12,273,499,479 Total Debt City's Share of
OVERLAPPING TAX AND ASSESSMENT DEBT: 6/30/2024 %Applicable(1) Debt 6/30/24 Metropolitan Water District $18,210,000 0.317% $57,726 Chaffey Community College District 278,160,000 7.578 21,078,965 Upland Unified School District 76,996,428 92.795 71,448,835 Chaffey Union High School District 587,088,245 0.750 4,403,162 Alta Loma School District 54,375,585 0.500 271,878 Central School District 72,897,222 1.883 1,372,655 Ontario-Montclair School District 128,010,015 2.585 3,309,059 Upland Unified School District Community Facilities District No.99-1 825,000 100 825,000 Upland Unified School District Community Facilities District No.01-1 1,259,000 100 1,259,000 City of Upland Community Facilities District No.2003-1 1,000,000 100 1,000,000 City of Upland Community Facilities District No.2003-2,I.A.Nos.1&2 25,325,000 100 25,325,000 City of Upland Community Facilities District No.2015-1,I.A.No.1 8,695,000 100 8,695,000 City of Upland Community Facilities District No.2015-1,I.A.No.2 8,865,000 100 8,865,000 City of Upland Community Facilities District No.2016-1,I.A.No.1 7,720,000 100 7,720,000 City of Upland Community Facilities District No.2016-1,I.A.No.2 7,990,000 100 7,990,000 City of Upland Community Facilities District No.2022-1 4,305,000 100 4,305,000 TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $167.926.280 DIRECT AND OVERLAPPING GENERAL FUND DEBT:

San Bernardino County General Fund Obligations $131,565,000 3.853% $5,069,199 San Bernardino County Flood Control District General Fund Obligations 37,295,000 3.853 1,436,976 Chaffey Community College District General Fund Obligations 23,835,000 7.578 1,806,216 City of Upland Equipment Lease Obligations 6,011,336 100 6,005,548 City of Upland Housing Revenue Bonds 11,070,352 100 11,070,352 TOTAL GROSS DIRECT AND OVERLAPPING GENERAL FUND DEBT $25,388,291 Less: City of Upland Housing Revenue Bonds(100%supported from housing related revenues) 11,070,352 TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND DEBT $14,317,939 OVERLAPPING TAX INCREMENT DEBT(Successor Agency): 11,005,000 100.00% $11,005,000 TOTAL GROSS DIRECT DEBT $17,075,900
TOTAL NET DIRECT DEBT $6,005,548
TOTAL OVERLAPPING DEBT $187,243,671
GROSS COMBINED TOTAL DEBT $204,319,571 (2) NET COMBINED TOTAL DEBT $193,249,219
Ratios to 2023-24 Assessed Valuation:

Total Overlapping Tax and Assessment Debt 1.37% Total Gross Direct Debt($17,075,900) 0.14%
Total Net Direct Debt($6,005,548) 0.05%
Gross Combined Total Debt 1.66%
Net Combined Total Debt 1.57%
Ratios to Redevelopment Successor Agency Incremental Valuation ($2,298,782,546):

Total Overlapping Tax Increment Debt 0.48%
Source:California Municipal Statistics,Inc.,Avenu Insights&Analytics (1)The percentage of overlapping debt applicable to the city is estimated using taxable assessed property value. Applicable percentages were estimated by determining the portion of the overlapping district's assessed value that is within the boundaries of the city divided by the district's total taxable assessed value. (2)Excludes tax and revenue anticipation notes,enterprise revenue,mortgage revenue and non-bonded capital lease obligations. 154 Page 200 of 377

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155 Page 201 of 377

CITY OF UPLAND

LEGAL DEBT MARGIN INFORMATION

LAST TEN FISCAL YEARS
Fiscal Year Ended June 30,
2015 2016 2017 2018
Debt Limit $ 1,152,315,001 $ 1,210,072,895 $ 1,263,218,981 $ 1,332,692,325 Total Net Debt Applicable to Limit - - - Legal Debt Margin $ 1,152,315,001 $ 1,210,072,895 $ 1,263,218,981 $ 1,332,692,325 Total Net Debt Applicable to The Limit
As a Percentage of Debt Limit 0.00% 0.00% 0.00% 0.00% Legal Debt Margin Calculation for Fiscal Year 2024:

Assessed Valuation
Debt Limit(15%of Assessed Value)
Debt Applicable to Limit:

General Obligation Bonds
Legal Debt Margin
Note:The Government Code of the State of California provides for a legal debt limit of 15% of gross assessed valuation.
1 As a result of the dissolution of the Redevelopment Agency on January 31,2012,total assessed value for the City is no longer reduced by the incremental value of the redevelopment project areas.
156 Page 202 of 377

Fiscal Year Ended June 30,
2019 2020 2021 2022 2023 2024
$ 1,405,592,832 $ 1,473,057,903 $ 1,555,306,986 $ 1,620,861,059 $ 1,729,942,942 $ 1,841,024,922 ' $ 1,405,592,832 $ 1,473,057,903 $ 1,555,306,986 $ 1,620,861,059 $ 1,729,942,942 $ 1,841,024,922

0.00% 0.00% 0.00% 0.00% 0.00% 0.00% $ 12,273,499,479
1,841,024,922
$ 1,841,024,922
157 Page 203 of 377

CITY OF UPLAND

PLEDGED REVENUE COVERAGE

LAST TEN FISCAL YEARS
Water Bonds
Fiscal Water Less: Net
Year Ended Charges Operating Available Debt Service June 30, and Other Expenses Revenue Principal Interest Coverage 2015 22,713,561 17,673,638 5,039,923 765,000 442,475 4.17 2016 18,601,416 13,367,187 5,234,229 760,000 419,150 4.44 2017 21,436,735 17,418,778 4,017,957 815,000 361,406 3.42 2018 28,076,336 18,979,818 9,096,518 340,000 340,868 13.36 2019 26,203,575 19,636,043 6,567,532 355,000 327,673 9.62 2020 35,276,713 19,764,310 15,512,403 365,000 313,174 22.87 2021 31,669,481 22,037,035 9,632,446 380,000 336,250 13.45 2022 29,738,329 23,362,761 6,375,568 395,000 235,995 10.10 2023 34,373,547 20,159,227 14,214,320 870,000 98,108 14.68 2024 29,937,713 23,249,967 6,687,746 890,000 97,733 6.77 Note: Water Charges and Other includes total revenues (including joint venture net income).

Operating Expenses are exclusive of depreciation.

Source: Finance Division, City of Upland
158 Page 204 of 377

Special Assessment Bonds
Special
Assessment Debt Service
Collections Principal Interest Coverage
2,973,637 820,000 2,080,248 1.03
2,731,961 1,305,000 1,441,090 0.99
2,863,814 1,160,000 1,635,846 1.02
2,822,587 1,250,000 1,598,954 0.99
3,384,728 1,330,000 1,666,350 1.13
3,946,683 1,631,434 1,996,055 1.09
4,093,614 1,640,000 2,200,853 1.07
5,035,779 1,890,000 2,443,621 1.16
4,853,097 1,430,000 1,878,042 1.47
4,922,666 2,365,000 2,073,633 1.11
159 Page 205 of 377

CITY OF UPLAND

DEMOGRAPHIC AND ECONOMIC STATISTICS

LAST TEN CALENDAR YEARS
Personal Per
Income Capita
Calendar (in thousands Personal School Unemployment Year Population of dollars) Income Enrollment Rate 2014 75,074 $ 2,130,600 $ 28,380 11,380 5.9% 2015 75,774 $ 2,182,404 $ 28,801 11,138 4.8% 2016 76,790 $ 2,226,460 $ 28,994 11,028 4.2% 2017 77,017 $ 2,274,591 $ 29,533 10,913 2.5% 2018 78,481 $ 2,417,412 $ 30,802 10,702 3.3% 2019 78,814 $ 2,503,598 $ 31,765 10,580 3.1 2020 78,513 $ 2,702,987 $ 34,427 10,228 8.7% 2021 79,139 $ 2,755,435 $ 34,817 10,210 6.4% 2022 78,376 $ 3,030,619 $ 38,667 10,079 3.4% 2023 78,285 $ 3,313,640 $ 42,327 9,804 3.8% Sources: HdL, Coren & Cone and the California Department of Education 160 Page 206 of 377

CITY OF UPLAND

PRINCIPAL EMPLOYERS

CURRENT YEAR AND TEN YEARS AGO
2024 2015
Percentage of Percentage of
Total City Total City
Employer Employees Rank Employment Employees Rank Employment San Antonio Regional Hospital 2,000 1 5.3% 2,020 1 5.3% Upland Unified School District 1,272 2 3.4% 956 2 3.2% VCI Construction 458 3 1.2%
Holliday Rock Co. Inc 350 4 0.9% 203 8 0.5% Upland Rehabilitation &Care Center 343 5 0.9% 320 4 0.8% Home Depot 324 6 0.9% 141 10 0.4%
Lewis Group 314 7 0.8% 220 7 0.5%
City of Upland 280 8 0.7% 386 3 1.0% Target 264 9 0.7% 265 6 0.6%
WalMart 201 10 0.5% 315 5 0.8%
Kohl's Department Store 195 9 0.5%
Totals 5,806 15.4% 5,021 13.5%
Source: Upland Chamber of Commerce, Finance Division & Development Services 161 Page 207 of 377

CITY OF UPLAND

FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION

LAST TEN FISCAL YEARS
Fiscal Year Ended June 30,
Function 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 General government 78.00 64.00 58.00 58.00 57.00 67.00 68.00 55.00 56.00 56.00 Public safety
Police
Officers 70.00 74.00 75.00 75.00 75.00 75.00 75.00 78.00 78.00 78.00 Civilians 22.50 26.00 30.00 31.00 37.00 30.00 31.00 41.00 41.00 44.00 Fire
Firefighters and officers 40.00 40.00 40.00 - - - - - - - Civilians 9.00 9.00 9.00 - - - - - - - Highways and streets
Engineering 3.00 3.00 3.00 3.00 3.00 3.00 3.00 4.00 4.00 4.00 Operations 22.00 23.50 23.50 23.50 23.50 23.50 24.50 34.00 36.00 37.00 Recreation 7.50 6.00 6.00 5.00 5.00 5.00 5.00 5.00 6.00 6.00 Water 24.00 24.00 24.00 24.00 27.00 31.00 31.00 33.00 36.00 36.00 Solid Waste Utility - - - - - 1.00 1.00 1.00 1.00 1.00 Environmental Quality 4.00 4.00 4.00 4.00 4.00 4.00 4.00 6.00 6.00 6.00 Total 280.00 273.50 272.50 223.50 231.50 238.50 242.50 257.00 264.00 268.00 Source: Finance Division,City of Upland
1 Decrease due to annexation of the Fire Department to San Bernardino County as of July 22, 2017.
162 Page 208 of 377

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163 Page 209 of 377

CITY OF UPLAND

CAPITAL ASSET STATISTICS BY FUNCTION

LAST TEN FISCAL YEARS
Fiscal Year Ended June 30,
2015 2016 2017 2018
Function
Fire
Stations 5 5 5 1
Police
Patrol Units 22 22 22 24
Motorcycles 5 5 4 4
Library
Facilities 1 1 1 1
Recreation
Buildings 4 4 4 4
Parks 13 13 13 13
Soccer fields (lighted) 6 6 6 6
Baseball fields (lighted) 8 8 8 8
Softball fields (lighted) 3 3 3 3
Public Works
Miles of City Streets 190.53 190.83 190.88 191.48 Miles of State Highways 6.20 6.20 6.20 6.20 Miles of City Alleys 37.12 37.12 37.12 37.12 Water
Miles of Water Mains 240.88 243.70 255.60 245.71 Sewer
Miles of Sewer Lines 228.00 228.00 222.00 222.00 Source: Various Departments, City of Upland
1 Decrease due to annexation of the Fire Department to San Bernardino County as of July 22, 2017.
2 Revised 2015-2023 due to Transmap laser scan of all public streets as of September 30, 2024.
164 Page 210 of 377

Fiscal Year Ended June 30,
2019 2020 2021 2022 2023 2024
1 1 1 1 1 1 1
24 25 24 24 25 23
5 4 4 4 4 6
1 1 1 1 1 1
4 4 4 4 4 4
13 13 13 13 13 13
6 6 6 6 6 6
8 8 8 8 8 8
3 3 3 3 3 3
191.64 191.64 191.64 191.64 191.64 191.64 2 2 6.20 6.20 6.20 6.20 6.20 6.20

37.31 37.31 37.31 37.31 37.31 37.31 2 247.08 247.08 247.09 247.09 247.09 249.39
224.01 224.06 224.06 224.06 224.06 228.00
165 Page 211 of 377

CITY OF UPLAND

OPERATING INDICATORS BY FUNCTION

LAST TEN FISCAL YEARS
Fiscal Year Ended June 30,
2015 2016 2017 2018
Function
General government
Building permits issued 2,007 1,176 1,095 2,040 Police
Physical arrests 3,532 3,013 4,377 3,477
Traffic collisions 690 814 867 724
Fire
Emergency responses 8,855 9,607 9,647 404 Public Works
Miles of street sweeping 13,009 14,600 15,000 10,800 Potholes repaired 2,400 318 720 550 Number of trees pruned 5,015 2,378 2,273 4,288 Parks and recreation
Community center admissions 9,450 8,868 6,864 6,703 Library
Volumes in collection 113,146 111,548 107,760 82,577 Current Periodical & Serial Subscriptions 83 97 42 466 Audio-visual items 5,947 5,695 5,154 4,302
Water
New meter installations 981 894 1,233 1,500 Average daily consumption 17,848 14,209 15,572 17,276 (thousands of gallons)
Number of linear feet of new water pipelines 1,531 3,668 1,627 18,091 Refuse collection
Refuse collected (tons per day) 140 158 151 165 Recyclables collected (tons per day) 64 68 65 76 Environmental Quality
Number of sewer inspections conducted 201 208 211 148 Number of permitted dischargers/active permits 197 193 195 191 Source: Various Departments, City of Upland
'Last date of service for the City of Upland Fire Department was 07/22/2017. 2 City transitioned from physical magazines to electronic due to COVID and will continue to keep our holdings electronically and not paper copies. 3Physical DVDs and audiobooks on CD, does not include downloadable films and audiobooks. 166 Page 212 of 377

Fiscal Year Ended June 30,
2019 2020 2021 2022 2023 2024
2,327 1,365 3,126 3,374 3,451 2,232
3,670 2,198 2,283 2,908 2,576 2,915
607 535 350 421 452 401
1 11,600 11,000 14,600 11,200 11,350 11,350
650 700 3,250 825 2,700 3,200
5,850 5,200 6,280 6,300 5,025 5,515
7,208 4,372 541 4,577 4,532 5,259
103,466 73,092 116,755 116,838 124,225 111,020 40 760 7,002 7,501 7,501 7,501 2
2,916 5,340 5,006 4,736 4,925 5,065 3
153 210 158 189 92 136
15,650 15,732 16,027 16,438 12,967 13,291
6,581 - 78 - - 4,895
158 162 161 162 165 160
68 77 82 74 72 75
145 5 173 184 201 216
193 193 195 187 206 244
167 Page 213 of 377

Van Lant &
Fankhanel LLP
Certified Public Accountants E-

INDEPENDENT ACCOUNTANT'S REPORT ON AGREED-UPON PROCEDURES

APPLIED TO APPROPRIATIONS LIMIT WORKSHEETS
City Council
City of Upland
Upland, California
We have performed the procedures enumerated below to the accompanying Appropriations Limit worksheet of the City of Upland, for the year ended June 30, 2024. These procedures, which were agreed to by the City of Upland and the League of California Cities (as presented in the publication entitled Agreed-upon Procedures Applied to the Appropriations Limitation Prescribed by Article XIIIB of the California Constitution), were performed solely to assist the City in meeting the requirements of Section 1.5 of Article XIIIB of the California Constitution. The City's management is responsible for the Appropriations Limit worksheet. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in this report. This report may not be suitable for any other purpose. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

The procedures performed and our findings were as follows:

1. We obtained the completed worksheets and compared the limit and annual adjustment factors included in those worksheets to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned documents to those that were selected by a recorded vote of the City Council.

Finding: No exceptions were noted as a result of our procedures.

2. For the accompanying Appropriations Limit worksheet, we added last year's limit to total adjustments and agreed the resulting amount to this year's limit.

Finding: No exceptions were noted as a result of our procedures.

3. We agreed the current year information presented in the accompanying Appropriations Limit worksheet to the other documents referenced in #1 above.

Finding: No exceptions were noted as a result of our procedures.

4. We agreed the prior year appropriations limit presented in the accompanying Appropriations Limit worksheet to the prior year appropriations limit adopted by the City Council during the prior year.

Finding: No exceptions were noted as a result of our procedures.

Van Lant&Fankhanel,LLP
29970 Technology Drive. Suite 105 A
hv1urrieta. CA 92563
909.856.6879 Page 214 of 377

We were not engaged to, and did not, perform an examination, the objective of which would be the expression of an opinion on the accompanying Appropriations Limit worksheet. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. No procedures have been performed with respect to the determination of the appropriations limit for the base year, as defined by the League publication entitled Article XIIIB of the California Constitution.

We are required to be independent of the City and to meet our ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

This report is intended solely for the Information and use of the City Council and management of the City of Upland and is not intended to be and should not be used by anyone other than these specified parties.

However, this report is a matter of public record, and its distribution is not limited.

Ittilt Ymmid4rd i1f
January 30, 2025
2