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3.10. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or a Proposal by submitting a Change Order to the other Party. If a requested change causes an increase or decrease in the Products, the Parties by means of the Change Order will make appropriate adjustments to the Fees,project schedule,or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.

4. Term and Termination.

4.1. Term.The applicable Addendum or Proposal will set forth the Term for the Products governed thereby.

4.1.1. Subscription Terms. Unless otherwise specified in the Proposal, if the Products are purchased as a Subscription, the Subscription commences upon delivery of, or Customer having access to, the first applicable Product ordered under this Agreement and will continue for a twelve(12)month period or such other period identified in a Proposal (the "Initial Subscription Period") and, unless otherwise stated in the Proposal,will automatically renew for additional twelve (12) month periods(each, a"Renewal Subscription Year"), unless either Party notifies the other of its intent not to renew at least thirty(30)days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a "Subscription Term".) Motorola may increase Fees prior to any Renewal Subscription Year by notifying Customer of the proposed increase no later than thirty (30) days prior to commencement of the Renewal Subscription Year.

4.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30)days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Proposal may be separately terminable as set forth therein.

4.3. Termination for Non-Appropriation. In the event any identified funding is not appropriated or becomes unavailable, the Customer reserves the right to terminate this Agreement for non- appropriation upon thirty (30) days' advance written notice to Motorola. In the event of such termination, Motorola shall be entitled to compensation for all conforming Products delivered or performed prior to the date of termination.

4.4. Suspension of Services. Motorola may promptly terminate or suspend any Products under a Proposal if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola's ability to perform.

4.5. Wind Down of Subscription. In addition to the termination rights in this Agreement, Motorola may terminate any Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Licensed Software or Subscription Services to customers.

4.6. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or a Proposal, Customer and the Authorized Users will return or destroy (at Motorola's option)all Motorola Materials and Motorola's Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer agrees to pay Motorola for Products already delivered or performed. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer's termination of this Agreement.

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4.7. Equipment. In the event that Customer purchases any Product at a price below the published list price for such Product in connection with Customer entering into a fixed- or minimum required-term agreement for Products, and Customer or Motorola terminates the Agreement prior to the expiration of such fixed- or minimum required-term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the published list price for the Product or such other amount set forth in writing. This Section will not limit any other remedies Motorola may have with respect to an early termination.

5. Payment, Invoicing, Delivery and Risk of Loss

5.1. The Contract Price of $ 1,044,332 , excluding taxes, is fully committed and identified, including all subsequent years of any contracted Services.The Customer will pay all invoices as received from Motorola subject to the terms of this Agreement and any changes in scope will be subject to the change order process as described in this Agreement.

Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed as part of the Customer's procurement process. However, Customer agrees that the issuance or non-issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as defined in this Agreement.

5.2. Fees. Fees and charges applicable to the Products will be as set forth in the applicable Proposal.

Changes in the scope of Products described in a Proposal that require an adjustment to the Fees will be set forth in the applicable pricing schedule. The Fees for any Products exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), tariffs, fluctuations in the costs of energy, raw materials, and fuel.

Motorola reserves the right to equitably adjust the Fees for these expenses upon written notice to Customer. Customer will reimburse Motorola for expenses reasonably incurred by Motorola in connection with the Products. The annual Subscription Fee for Products may include certain one- time Fees, such as start-up fees, license fees, or other fees set forth in a Proposal. Motorola may suspend Licensed Software and any Subscription Services if Customer fails to make any payments within thirty (30) days of invoice due date when due.

5.3. Taxes.The Fees do not include any excise, sales, lease, use, property, or other taxes,assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in a Proposal. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties)within thirty (30)days after Customer's receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.

5.4. Invoicing. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in writing. In the event Customer finances the purchase of the Motorola Products contemplated herein via Motorola Solutions Credit Corporation ("MSCC"), invoices for such purchase will be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease - Purchase Agreement executed between the parties and the payment schedule enclosed therein shall control payment of the related invoices. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in Section 5.6. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products.

5.5. Payment. Customer will pay invoices for the Products provided under this Agreement in accordance with the invoice payment terms set forth in Section 5.4. Generally, invoices are issued after shipment of Equipment or upon Motorola's delivery of Licensed Software, Customer access to SaaS, or upon System Completion Date of a Software System, as applicable, but if a specific invoicing or payment schedule is set forth in the Agreement, such schedule will determine the invoicing cadence.

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Motorola will have the right to suspend future deliveries of Products if Customer fails to make any payments when due.

5.6. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:

Name:

Address:

Phone:

E-INVOICE.To receive invoices via email:

Customer Account Number:

Customer Accounts Payable Email:

Customer CC(optional) Email:

The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name:

Address:

The Equipment will be shipped to the Customer at the following address(insert if this information is known):

Name:

Address:

Phone:

Customer may change this information by giving written notice to Motorola.

5.7. Delivery, Title and Risk of Loss. Motorola will provide to Customer the Products set forth in a Proposal, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in Section 5.6 or otherwise provided by Customer in writing, using a carrier selected by Motorola.

Notwithstanding the foregoing and unless otherwise stated in a Equipment Lease - Purchase Agreement, delivery of Equipment(and any incorporated Licensed Software)will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with ExWorks, Motorola's premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes.

Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of(a)electronic delivery of the Licensed Software by Motorola, or(b)the date Motorola otherwise makes the Licensed Software available for download or use by Customer. If agreed upon in a Proposal, Motorola will also provide Services related to such Products. Title to Licensed Software will not pass to Customer at any time. Delivery of SaaS Products will occur when the Services are made available to Customer.

5.8. Delays. Any shipping dates set forth in a Proposal are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund.

5.9. Future Regulatory Requirements. The Parties acknowledge and agree that certain Products (for example, cyber services) are in evolving technological areas and therefore, laws and regulations Contractual Documentation ®MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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regarding Products may change. Changes to existing Products required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Products.

5.10. Resale of Equipment. Equipment may contain embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola, which will not be unreasonably denied, and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party. Customer will take appropriate security measures when disposing of Equipment, including the deletion of all data stored in the Equipment.

6. Sites; Customer-Provided Equipment; Non-Motorola Materials.

6.1. Access to Sites.Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the performance, installation and use of the Products at each applicable Site, including for Motorola to perform its obligations hereunder,and for facilitating Motorola's access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed,the Parties agree such waivers are void.

6.2. Site Conditions. Customer will ensure that(a)all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c)to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions,electrical power outlets,distribution,equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d)Sites are suitable for the installation, use, and maintenance of the Products. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.

6.3. Site Issues. Upon its request, which will not be unreasonably denied, Motorola will have the right to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 6 — Sites; Customer-Provided Equipment; Non-Motorola Materials. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in a Proposal is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary.

A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Proposal.

6.4. Customer-Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer(and not Motorola)will be fully liable for Customer- Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola's ability to provide the Products under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Proposal.

6.5. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate Non- Motorola Materials with or through the Products. If Customer accesses, uses, or integrates any Non-Motorola Materials with the Products, Customer will first obtain all necessary rights and licenses to permit Customer's and its Authorized Users' use of the Non-Motorola Materials in connection with the Products. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Materials in connection with providing the Products, including the right for Contractual Documentation ®MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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Motorola to access, store, and process such Non-Motorola Materials (e.g., in connection with SaaS Products), and to otherwise enable interoperation with the Products. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Materials with the Products, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Materials. If any Non-Motorola Materials requires access to Customer Data, Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Materials to access Customer Data, in connection with the interoperation of such Non-Motorola Materials with the Products.

6.6. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Materials (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the Products). If Customer receives notice that any Non-Motorola Materials must be removed, modified, or disabled within the Products, Customer will promptly do so.

Motorola will have the right to disable or remove Non-Motorola Materials if Motorola believes a violation of law, third-party rights, or Motorola's policies is likely to occur, or if such Non-Motorola Materials poses or may pose a security or other risk or adverse impact to the Products, Motorola, Motorola's systems, or any third party (including other Motorola customers).

6.7. Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party as set out in a Proposal. As an authorized sales representative, the third party's terms and conditions will apply to any such sales. Any orders for such Non-Motorola Materials will be fulfilled by the third party.

6.8. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non- Motorola Materials software are governed by a separate license,EULA,or other agreement,including terms governing third-party equipment or software, such as open source software, included in the Products. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. Certain third party flow-down terms applicable to Motorola Products may apply.

6.9. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Materials with or in connection with a Software System or other Licensed Software provided by Motorola under this Agreement, without the express written permission of Motorola.

6.10. API and Client Support. Motorola will use reasonable efforts to maintain its Application Programming Interfaces (APIs) for each Software System, understanding that APIs will evolve. Motorola will support each API version for 6 months after introduction but may discontinue support with reasonable notice or without notice if a security risk is present. For Licensed Software requiring a local client installation, Customer is responsible for installing the current version. Motorola will support each client version for 45 days after its release but may update the client at any time, and does not guarantee support for prior client versions.

7. Representations and Warranties.

7.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into, and execute, the Agreement and perform its obligations hereunder, and (b)the Agreement will be binding on such Party.

7.2. System Warranty. Subject to the disclaimers and exclusions below, Motorola represents and warrants that, on the date of System Acceptance (for Communications Systems), System Completion Date (for Software Systems), or delivery, as applicable (a)the Communications System will perform in accordance with the descriptions in the applicable Proposal in all material respects, (b)the Software System will perform in accordance with the descriptions in the applicable Proposals in all material respects, and (c) if Customer has purchased any Licensed Software (but, for clarity, Contractual Documentation ®MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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excluding SaaS Products)as part of such Communications System or Software System,the warranty period applicable to such Licensed Software will continue for a period of one (1) year commencing upon System Acceptance, System Completion, or date the Licensed Software is delivered (the "Warranty Period").

7.3. Communications Systems. During the Warranty Period, in addition to warranty services, Motorola will provide Maintenance and Support Services for the Equipment and support for the Motorola Licensed Software in Communication Systems pursuant to the applicable maintenance and support Proposal. Support for the Licensed Software will be in accordance with Motorola's established Software Support Policy ("SwSP"). If Customer wishes to purchase (a) additional Maintenance and Support Services during the Warranty Period; or (b) continue or expand maintenance, software support, installation, and/or Motorola's LMS after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document and such terms will be agreed upon in a Proposal. Unless otherwise agreed by the Parties in writing, the terms and conditions of the MSLMA referenced in Section 3.2.2 will govern the provision of such Services.

7.4. SaaS. SaaS Products do not qualify for the System Warranty above.

7.5. Motorola Warranties - Services. Subject to the disclaimers and exclusions below, Motorola represents and warrants that(a)Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Proposal; and (b)for a period of ninety(90)days commencing upon the Service Completion Date for one-time Services,the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Proposal.

7.6. Motorola Warranties - Equipment. Subject to the disclaimers and exclusions set forth below, (a)for a period of one (1)year commencing upon the delivery of Motorola-manufactured Equipment under Section 5.7 — Delivery, Title and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; and (b) the warranties applicable to Motorola-manufactured Equipment set forth in herein shall be applicable to all radio Equipment purchased hereunder whether or not such Equipment was manufactured by Motorola.

7.7. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this Agreement. Unless a different remedy is otherwise expressly set forth herein, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re- perform any non-conforming Service, at its option. Such remedies are Customer's sole and exclusive remedies for Motorola's breach of a warranty.

Motorola's warranties are extended by Motorola to Customer only, and are not assignable or transferable.

7.8. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties.

7.9. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES

IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED "AS IS"AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT

ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA

DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING

IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR

WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, Contractual Documentation Q MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS.

7.10. ADDITIONAL WARRANTY EXCLUSIONS. NOTWITHSTANDING ANY PROVISION OF THE

AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS

IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING,

MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER'S OR ANY AUTHORIZED USER'S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP;
(E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF

LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES.

8. Indemnification.

8.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding ("Claim") for personal injury, death, or direct damage to tangible property to the extent caused by Motorola's negligence, gross negligence or willful misconduct while performing its duties under this Agreement, except to the extent the claim arises from Customer's negligence or willful misconduct. Motorola's duties under this Section 8.1 — General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent allowed by applicable law; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.

8.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product (the "Infringing Product") directly infringes a United States patent or copyright ("Infringement Claim"), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola's duties under this Section 8.2 — Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.

8.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b)replace or modify the Infringing Product so that it becomes non-infringing;or(c)grant Customer (i)a prorated refund of any amounts pre-paid for the Infringing Product(if the Infringing Product is Licensed Software) or(ii) a credit
for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded Licensed Software).

8.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Materials, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Contractual Documentation Q MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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Product with any products or materials not provided by Motorola; (c) a Product designed, modified, or manufactured in accordance with Customer's designs, specifications, guidelines or instructions; (d)a modification of the Product by a party other than Motorola;(e)use of the Product in a manner for which the Product was not designed or that is inconsistent with the terms of this Agreement; or(f)the failure by Customer to use or install an update to the Product that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.

8.2.3. This Section 8.2 — Intellectual Property Infringement provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim.

8.3. Customer Indemnity. To the extent allowed by applicable law, Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Materials, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products) infringes or misappropriates a third-party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment's failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products; (c) Customer's (or its service providers, agents, employees, or Authorized User's) negligence or willful misconduct; and (d) Customer's or its Authorized User's breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola's use of Customer-Provided Equipment, Customer Data, or Non-Motorola Materials in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.

9. Limitation of Liability.

9.1. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF

MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,

EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE"MOTOROLA PARTIES"),WHETHER BASED ON A CLAIM IN CONTRACT

OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL

NOT EXCEED THE FEES, OR PORTION OF FEES, RELATED TO THE PRODUCT UNDER WHICH THE CLAIM AROSE. WITH RESPECT TO ANY RECURRING SERVICES, THE

MOTOROLA PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO SUCH

RECURRING SERVICES WILL NOT EXCEED THE TOTAL FEES PAID FOR THE APPLICABLE PRODUCT DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. EXCEPT FOR PERSONAL

INJURY OR DEATH, THE MOTOROLA PARTIES WILL NOT BE LIABLE IN CONNECTION WITH

THIS AGREEMENT (WHETHER UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A CAUSE

OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR

ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL

DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS

BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH

DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.

9.2. EXCLUSIONS FROM LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS

AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)

CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA Contractual Documentation © MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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AVAILABLE THROUGH THE PRODUCTS; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS; THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES; (C) LOSS OF DATA, HACKING, RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS NOT AUTHORIZED BY MOTOROLA; (E)

RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE PRODUCTS PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER'S OR ANY AUTHORIZED USER'S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS.

IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND

NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY,

MOTOROLA WILL HAVE NO LIABILITY FOR
(A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS;(B) DISRUPTION OF OR DAMAGE TO CUSTOMER'S OR THIRD PARTIES' SYSTEMS,

EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C)

AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH SOFTWARE-AS-A- SERVICE, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.

9.3. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action.

10. Confidentiality.

10.1. Confidential Information. Customer and Motorola agree that, subject to any applicable freedom of information or public records legislation, Motorola's Confidentiality Terms apply to information shared between the Parties.

11. Proprietary Rights; Data; Feedback.

11.1. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to "Motorola Materials". Except when Motorola has expressly transferred title or other interest to Customer in writing, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks,trade names,trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights).

This Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.

11.2. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process(as defined in the DPA)and use the Customer Data as set forth in the DPA.

11.3. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may Contractual Documentation ®MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.

11.4. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data(or otherwise)are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.

12. Acceptance

12.1. Communications System Acceptance. Unless further defined in the applicable Proposal or Statement of Work, System Acceptance for a Communications System occurs upon successful completion of Acceptance Tests as detailed in the Acceptance Test Plan. Motorola will provide ten days' notice before testing begins, and upon successful completion, both parties will sign an acceptance certificate. If the plan includes tests for subsystems or phases, acceptance occurs upon successful completion of those tests and separate certificates will be issued. If Customer believes the system has failed, they must provide a detailed written notice within thirty days; otherwise, System Acceptance is deemed to have occurred. Minor, non-material issues will not delay acceptance but will be addressed per a mutually agreed schedule. Customer use of the system before System Acceptance requires Motorola's written authorization and transfers responsibility for system operation to the Customer. Software System Completion is defined by Customer's Beneficial Use of each Product within the system, with Beneficial Use deemed to occur thirty days after functional demonstration if not otherwise defined in the Proposal.

13. Force Majeure; Delays Caused by Customer.

13.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.

13.2. Delays Caused by Customer. Motorola's performance of the Products will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Proposal). In the event of a delay under this Section 13.2 — Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola's affiliates, vendors, and subcontractors).

14. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a "Dispute"):

14.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof) or a state government or state agency or local municipality within the United States, in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.

14.2. Negotiation; Mediation.The Parties will attempt to timely resolve the Dispute promptly through good Contractual Documentation Q MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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faith negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute") to the other Party. The Parties will choose an independent mediator within thirty(30)days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator,either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Unless otherwise agreed in writing, all in person meetings under this Section 14.2—Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties.Notwithstanding the foregoing, any Dispute arising from or relating to Motorola's intellectual property rights must be decided by a court of competent jurisdiction, in accordance with Section 14.3— Litigation,Venue, Jurisdiction below.

14.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois, or in the case the Customer is the United States, a state agency, or local municipality,then the appropriate court in the State in which the Products and Services are provided.

Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.

15. General.

15.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users' use of the Products complies with law(including privacy laws), and Customer will obtain any FCC, FAA, and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use of the Products.

Motorola may, at its discretion, cease providing or otherwise modify Products (or any terms related thereto in an Addendum or Proposal), in order to comply with any changes in applicable law.

15.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of total user licenses credentialed by Customer for any Licensed Software or SaaS Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party ("Auditor") may inspect Customer's and, as applicable, Authorized Users' premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs. In the event Motorola determines that Customer's usage of the Licensed Software or SaaS Product exceeded the number of licenses purchased by Customer at a given time, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the Agreement.

15.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c)as part of a corporate reorganization, or(d)to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns.

Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.

15.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be Contractual Documentation Q MOTOROLA SOL&770N8 Use or disclosure of this proposal is subject to the restrictions on the cover page.

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performed by the other,or any breach thereof,will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights.

15.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.

15.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.

15.7. Third-Party Beneficiaries.The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing,a licensor or supplier of third- party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement.

15.8. Interpretation. The section headings in this Agreement are included only for convenience The words "including" and "include" will be deemed to be followed by the phrase "without limitation". This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.

15.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.

15.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.

15.11. Survival.The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 — Customer Obligations; Section 4.6 — Effect of Termination or Expiration; Section 5 — Payment and Invoicing; Section 7.9 — Warranty Disclaimer; Section 7.10 - Additional Warranty Exclusions; Section

8.3 — Customer Indemnity; Section 9 — Limitation of Liability; Section 10 — Confidentiality; Section 11 —Proprietary Rights; Data; Feedback; Section 13—Force Majeure; Delays Caused by Customer; Section 14— Disputes; and Section 15—General.

Contractual Documentation Q MOTCNOLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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15.12. Entire Agreement. This Agreement, including all Addenda, and Proposals, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter.

This Agreement ma be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature.An electronic signature,facsimile copy,or computer image of a signature,will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document.This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.

The Parties hereby enter into this MCA as of the Effective Date.

Motorola Solutions, Inc. Customer:

By: ...Az rrf.1 TNA3 By:

Name: Name:

Title: RxSocO, Title:

Date: Mott V[A •l b 2 Date:

Contractual Documentation Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

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6.1 CITY OF UPLAND
•

BUDGET AMENDMENT
9t7F00
Date: 6/9/2025 Fiscal Year: FY24-25
Requested by: Charles Kwon Amount: $ 260,388.00 Dept/Div: Finance Description: 6/9/2025 Council Meeting Handheld Police Radios

EXPENDITURES
Proposed
Account Number Dept/Account Description Adopted Budget Current Budget Amendment Amended Budget 2173211-5530-32451 Other Grants-PD-Mach &Equip - - 783,944.00 783,944.00 2203211-5530-32451 Asset Forfeit-Mach &Equip - - 260,388.00 260,388.00 Total - - 1,044,332.00 1,044,332.00

REVENUES
Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget 2173201-4507-32451 County Grant Revenue - - (783,944.00) (783,944.00) Total - - (783,944.00) (783,944.00) Fiscal Impact 260,388.00
REASON/JUSTIFICATION (Please be specific)
❑ Reallocation of maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant, donations of other sources (deposit) ❑ Emergency purpose:

Description of Expense:

El Other- Explain:

FUND ALLOCATIONS FROM SUPERVISORS ARMENDAREZ AND HAGMAN FOR THE PURCHASE OF HANDHELD POLICE RADIOS This request is directly related to:
❑ Purchase Requisition No. Vendor:

El Council Meeting action: 6/9/2025 (Attach copy of minutes) Increase Purchase Order# OR Requisition #

APPROVALS
Dept Head Approval: Date:

Finance Manager: Date:

Funds Available? ❑Yes ❑No
❑Approved ❑ Denied
City Manager*: Date:
*Not required if approved by City Council
Comment:

Finance Division Only:

BA#: 12256087 Help Ticket#: N/A
Journal #: Initial/Date:

Revised:3/2024 Page 262:on/23 7 AM

4 Or UN
,C.:9 -ft.:;
`tCALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
Ogt�� 4Q"
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $250 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.

The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.

Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.

As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.

1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $250 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s): _ ZNO

2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $250 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
✓ NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application. 6/3/2025 ��
Date Signature of authorized individual
Denis Redzepagic
Company/Applicant Name
(Levine Act definitions on reverse side)

LEVINE ACT DISCLOSURE STATEMENT DEFINITIONS
Term Definition Law
A proceeding to grant, deny, revoke, restrict, or modify a license, permit or other entitlement for use, that
does not solely involve purely ministerial decisions
and is:

Covered (1)Applied for by the party; FPPC Reg 18438.2(a) "proceedings" (2) Formally or informally requested by the party; or (3)A contract between the agency and the party or a
franchisee granted by the agency to the party, other
than a contract that is competitively bid, a labor
contract, or a personal employment contract.

Any person who files an application for, or is the
Party subject of, a proceeding involving a license, permit, or Gov. Code 84308(a)(1) other entitlement for use.

Any person who is not a party but who actively
supports or opposes a particular decision in a
proceeding involving a license, permit, or other
entitlement for use and who has a financial interest in Gov. Code 84308(a)(2) Participant the decision.A person actively supports or opposes a FPPC Reg 18438.4 particular decision in a proceeding if that person
lobbies in person the officers or employees of the
agency, testifies in person before the agency, or
otherwise acts to influence officers of the agency.

A person who represents a party or participant for
compensation and appears before or otherwise
Agent communicates with the governmental agency for the FPPC Reg 18438.3 purpose of influencing the pending proceeding. See
FPPC Reg 18438.3 for exceptions for certain
consultants.

A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or, if the FPPC Reg Competitively Bid successful bidder refuses or fails to execute the 18438.2(a)(3)(A) contract, to the next lowest bidder with a responsive
bid.

A contract or agreement reached through collective
bargaining or with a representative group regarding
Labor Contract the salary, benefits, or terms and conditions under an FPPC Reg employment or retirement policy for employees or 18438.2(a)(3)(B) retirees, including a project labor agreement entered
under Public Contract Code Section 2500.

Personal A contract for employment, including the terms and Employment conditions of employment, between the agency and FPPC Reg Contract an agency employee.A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.

,.., Up`q� CITYUPLAND
. ` "The City of Gracious Living"
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

ALAN FRENCH,PRINCIPAL ENGINEER

YESENIA DIAZ,ASSOCIATE ENGINEER
SUBJECT: REJECT ALL BIDS FOR PROJECT 82338,TOM THOMAS MAGNOLIA PLAZA,AND RE-

ADVERTISE THE PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council reject all bids for Project 82338,Tom Thomas Magnolia Plaza,and authorize staff to re-advertise the project.

GOAL STATEMENT
The proposed action supports the City's goal of creating additional public open space and public realm improvements in the Downtown as part of the Downtown revitalization strategy.

BACKGROUND
The Tom Thomas Magnolia Plaza Project will convert a 0.69-acre vacant lot owned by the San Bernardino County Transportation Authority(SBCTA)in the downtown area,located between Second Avenue and Third Avenue,along both sides of the Pacific Electric Trail (including the alley crossing), to a central urban plaza to improve the public realm in Downtown. The City has a license agreement with SBCTA to make improvements along the Pacific Electric Trail. The Tom Thomas Magnolia Plaza will provide a central public gathering area and accommodate small Downtown community events and activities,as well as a trailhead for users of the Pacific Electric Trail.

The scope of work to be performed under the subject construction contract consists of all the work necessary to construct the approved project. The site improvements include: site preparation and grading,water quality features, installation of new enhanced paving,raised concrete stage, seat walls,covered seating areas,decorative and standard lighting, bike repair station, primary and secondary gateway features, landscaping and irrigation, and other site amenities.

The following is a summary of key events that have occurred in the processing of the project:
• On September 14,2020,the City Council approved the design and construction of an urban public space with $300,000 of Park DIF funds.
• On March 28, 2022, the City Council approved Resolution No. 6645, approving the conceptual design for the Tom Thomas Magnolia Plaza on 0.69-acre site owned by SBCTA, and finding the project was Categorically Exempt from the California Environmental Quality Act(CEQA)pursuant to section 15303 and Statutorily Exempt under Section 15061(b)(3)of CEQA Guidelines. • On April 25, 2022, the City Council approved the funding plan for the construction of the Tom Thomas Magnolia Plaza in the amount of$1,860,000,which included the fund balance of$253,900 from when the project was first initiated,$800,000 from the 2022 Community Project Funding Grant(Aguilar),and the use of Quimby Fees in the amount of$806,100,pursuant to Section 66477 of the State Government Code,which included the findings required to use Quimby Fees collected outside the neighborhood where a subdivision was approved and fees were paid. The action also included amending the Capital Improvement Program accordingly.
• On May 18,2022,the San Bernardino County Transportation Authority approved the design and construction of the Tom Thomas Magnolia Plaza subject to the License Agreement between SBCTA and the City of Upland.

• On April 10,2023,the City Council approved the Professional Services Agreement with Architerra Design Group in the amount of$140,292.75 to prepare the construction plans, and with Madole & Associates to provide Civil Engineering Services at no cost and to accept the donation valued at$25,000 for the project.

ISSUES AND ANALYSIS
The City advertised the request for bids on the Tom Thomas Magnolia Plaza Project starting with a Notice Inviting Bids(NIB)that was placed in the Inland Valley Daily Bulletin on November 18 and 25,2024,in accordance with the California Public Contract Code(Section 20164). It was also listed on the City's website and uploaded to PlanetBids, an online bidding site for public capital projects.

On December 3,2024,the City issued Addendum No. 1 providing clarification on the bid documents for the project.

Then on December 9,2024,the City issued Addendum No.2 providing clarification on additional items.

On December 12, 2024, at 3:00 pm, the City received via PlanetBids, eight(8) bids for the Project, under bid No. 2024-12 as follows:

Table 1:

BIDDERS BID AMOUNTS
Leonida Builders Inc. $1,937,635
CSI Services $2,219,829
Armstrong Cal Builders Inc. $2,292,872
Environmental Construction Inc. $2,367,132
Marjani Builders Inc. $2,695,903
KASA Construction Inc. $2,481,920
Spec Construction Company Inc. $3,333,810
Gentry General Engineering Inc. $4,525,312
The lowest bidder was Leonida Builders,Inc. Staff reviewed Leonida's bid information,including the bid calculations and confirmed that their bid was the lowest responsible and responsive bid.

The project was met with funding delays and passed the 90-day limit from bid opening.The contractor's commitment was to maintain pricing in their bid for 90 days; however, the contractor indicated that materials and pricing have increased,and they could no longer commit to maintaining the bid prices. The City tried working with the contractor on maintaining the bid items but was unable to come to a mutual agreement.

Since no agreement could be made between the City and the contractor,Staff is recommending that all bids be rejected, and the project be re-advertised with a revised scope.

ENVIRONMENTAL DETERMINATION
Since no project will occur, and this item concerns a recommendation by staff to reject all bids, this action is not considered a project under the California Environmental Quality Act(CEQA)pursuant to Section 15378 of the CEQA Guidelines.

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

ALTERNATIVES

1.Award the project to Leonidas Builders Inc and accept their revised bid prices.

2.Provide alternative directions to staff.

CEQA:Not a Project.

�4c4°F °p`q� cITFUPLAND
cr. �. c /2
"The City of Gracious Living"
�lrFOR� `/
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

ALAN FRENCH,PRINCIPAL ENGINEER
SUBJECT: CONSIDER APPROVAL OF A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH HR GREEN PACIFIC,INC.

RECOMMENDED ACTION:

It is recommended that the City Council approve the Second Amendment to the Professional Services Agreement with HR Green Pacific, Inc. to increase the contract amount by$38,000 for a total contract amount of$98,000 for Fiscal Year 2024-25.

GOAL STATEMENT
The proposed action supports the City's goal of providing reliable, timely and efficient engineering, mapping, and development related services by the City.

BACKGROUND
The Land Development and Engineering Division is responsible for reviewing and providing conditions of approval for development projects,tentative subdivision maps,and use permits for residential,commercial,office and industrial development. Additionally, the Division is responsible for plan checking and approval of final subdivision maps, public improvement plans and grading plans for construction in accordance with the Upland Municipal Code,the State Subdivision Map Act, San Bernardino County, State and Federal requirements to ensure new development complements the community. In order to provide plan checking services with current staffing levels,the City utilizes outside engineering services.

On September 27,2021,the City Council approved the Professional Services Agreement with HR Green Pacific,Inc. ("HR Green")and two other consulting service firms(Transtech&Willdan)to provide development plan,map review, plan checking and staff augmentation services. The original contract with HR Green was in the amount of$60,000 per year for five-years(until June 30,2026). The Parties may mutually extend this agreement for up to two additional one-year terms.

ISSUES AND ANALYSIS
HR Green provides cost-effective services and has performed satisfactorily for the term of the contract. The services provided by HR Green are dependent on the development activity and HR Green was assigned work for several development projects that were in process. This was done to ensure continuity by allowing the process to be completed by the same plan checkers who have been reviewing the projects and avoiding unnecessary re-checks by a new plan checker. When assigning projects,there is no certainty when they will be submitted or resubmitted. This can cause some lag in the process and skews time estimates used to assign projects to consultants. As a result, HR Green exceeded the$60,000 approved contract amount for the work assigned in Fiscal Year 2024-25.

Staff is requesting to increase the annual Fiscal Year 2024-25 contract limit from the original amount of$60,000 to $98,000.

ENVIRONMENTAL DETERMINATION
The proposed action is a contract amendment for development plan checking and 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. Funds are recovered through the collection of fees in the development process. This Second Amendment adjusts the contract limit for HR Green to $98,000 for Fiscal Year 2024-25. There are available funds in the Development/Traffic Engineering Professional Services Account No. 1015302-5252.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

AMENDMENT NO. 1 TO

AGREEMENT FOR PROFESSIONAL SERVICES

WITH HR GREEN PACIFIC
This Amendment No. 1 to the Professional Services Agreement is made and entered into as of July 24, 2023 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and HR GREEN PACIFIC ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Consultant have entered into an agreement, dated September 27, 2021, for the purpose of providing plan checking services (the "Original Agreement").

B. WHEREAS, the Parties now desire to amend the Original Agreement in order to include additional plan checking services and to include additional funds for the performance of the additional plan checking services in accordance with the compensation provisions of the Original Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the Original Agreement, the Parties mutually agree as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference.

2. 2022-2023 Annual Compensation and Additional Work. Notwithstanding any provisions in Sections 2 and 3 of the Original Agreement to the contrary, the not-to-exceed compensation due Consultant for the 2022-2023 year shall be $95,000, which shall include the not-to exceed amount of $60,000 as set forth in Section 2 plus Additional Work in the amount of $35,000 performed by Consultant in accordance with Section 3 of the Original Agreement, for which the Parties agree that Consultant has submitted sufficient supporting documentation required by City.
2023-2024 Annual Compensation and Additional Work. Notwithstanding any provisions in Sections 2 and 3 of the Original Agreement to the contrary, the not-to-exceed compensation due Consultant for the 2023-2024 year shall be $25,000 instead of$60,000.

3. Full Force. Except as amended by this Amendment No. 1, all provisions of the Original Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 1.

4. Electronic Transmission. A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. Page 269 of 3744

5. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
HR GREEN PACIFIC, INC.

Michael Blay,
City Manager George A. Wentz
Vice President
APPROVED AS TO FORM: HR GREEN PACIFIC, INC.

Stephen Deitsch Name
BestBet&KriegerLLP TITLE
City Attorney

EXHIBIT A-1

ADDITIONAL PLAN CHECK SERVICES
[RATE SHEET ATTACHED]

HR Green Pacific, Inc. 2021 Fee Schedule
Personnel Classification Hourly Billing late
Rrcject fulartager £ 5-22Q
Civil Plan Check Manager 5180-225
Traff•c Engineer $18111-220
Associate Engineer $i40-175
Assistant Engineer $120.155
Errvfrorrrental Asseolate(NPDE91 $13Q-1 i5
5s�ior civil EngIneec Pfan Checker 51711.20a
CiI Plan Checker $1d5-1lsZ
Map 2hedcer $15 -2C,0
Public VIlrsTechnician $100-120
Transportation hlenager $163-2C0
Transportation Planner $130-100
Permil Technician $ ti5-115
Notes'
Other classifications ore alailable based upon the needs of the agency.

2. All genersI enej.neerIng'asks will be negotiated or a case by case.basis using The hc&'rly rates aromidad for personne'assigned to tie Earriract.

Professional Reimbursement 1 Hourly and Overtime Rates: The hourly bill'ig rates Include The cost of solo.•les of the HR Green employees, plus sick leave, vaaaiion, holiday ens ocher fringe beneliia- The pertaga acded to salary costs;aolua es.ndirer t overhead casts and fs tprc(t). All employees classified as'non-exemplt by the U.S. Department of Labcr will be oompensiteo at 1,5 times salary: as per state a,1d Fedor'wage and hour for overtime hours.BIIIIq rates will be calculated accordingly for arena hours, Prevailing Wage:Please note that for preti'elling wage arojects the total project cost can Ice higher 1ha.n FIR Greer would otherwise charge,
alrectiReimbursable Expenses and Subcarrsuitants; Reimbursement far direct expenses.es listed beI w,incJrred in aorinectiam with;he wirk,'ai[I be al cost plug 15%for items such as:
a- Mops,phatagrsphs,Teprbe.uoticris,printing,equipment-extol anc special suoplies related to:he work, b. Subocnsullants and other outs de enrrices,if neeCed, e. Specific telecommunications and delivery charges,
d. Special fees,insurance,permits,and licenses applicable to the' +ark. e, Outside computer processing: and prr..priatary programs purchased for the work, f. Mileage and vehicle costs directly rested t[•agency ser.Rces. g. Tratc expense i,c-g.,hotel,meals,tre'lsp tion, et1 our hourly feesiraies shall remain effective through Deourriber 31.2021 ano may be adjuscsd annually thereafter as negotiated+,.i:h and sand to by tie agency.

C.ty of Upland—Fea Prtipos3 -FT-ess&wnal Engineering Plan Cltie* 3erwkes and Srf Augrnenlaiun I F2i.:ai, pawl a.
.. — —

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of September 27, 2021 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and HR GREEN PACIFIC, a California CORPORATION, with its principal place of business at 1260 Corona Pointe Court, Suite 305, Corona, CA. 92879 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

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

Plan Checking and Staff Augmentation Services (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $60,000 per year. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
c. Consultant will submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt. of each invoice as to all non-disputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a notice of any disputed fees set forth on the invoice.
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d. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

5. Term.

The term of this Agreement shall be from the date the contract is executed by all parties to June 30, 2026, unless earlier terminated as provided herein. The Parties may, by mutual written consent, extend the term of this Agreement for up to two terms one year each. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed").

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. 2

b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In 3

addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
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(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain,for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must"pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/$2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
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(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers,employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
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(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A: VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents, or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for subcontractors or subconsultants.

12. Indemnification.
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a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify, and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility 8

to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify, and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to,the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Reserved

16. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to, and become the property of the City.

19. Organization
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Consultant shall assign Tina York, PE as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

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

DISTRICT: CONSULTANT:

City of Upland Tina York, PE
460 N. Euclid Avenue HR GREEN PACIFIC, INC.
1260 Corona Pointe Court, Suite 305
Upland, CA 91786 Corona, CA. 92879
Attn: City Manager
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

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

25. Severability
The unenforceability, invalidity, or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal. 10

26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties, or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

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

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

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

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

BETWEEN CITY OF UPLAND

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

CITY OF UPLAND HR GREEN PACIFIC, INC
e3'
By: By: ` 1.L IAA
Stephen Parker � / r
Acting City Manager Its: V �i3 f9-
Printed Name: / _ airA j'z_
ATTEST:

By:
eri nson
City Clerk
APPROVED AS TO FORM:

By: ' 'qCti'‘
Stephen Deitsch
City Attorney
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EXHIBIT A
Scope of Services

TASKS TO BE PERFORMED
A. CITY SURVEYOR
Review of tentative and final tract or parcel maps submitted by developers in compliance to conditions of approval.Consultant will act as CITY SURVEYOR and will be signatory to all approved maps.Review will include review of closure calculations of all lots formed by land subdivisions, review of title reports, review and coordination of all easements and dedications to the City or utility companies;review of lot mergers,reversions,vacations, lot line adjustments,setting monuments for private and public improvements.

B. DEVELOPMENT PLANS REVIEW
Review engineering plans submitted by private engineering firms involving public and private improvement for land development projects.Plans,calculations and reports include street improvement plans,sewer improvement plans,water improvement plans,storm drain plans,mass grading plans, rough grading plans,precise grading plans, landscaping plans, irrigation plans,street light plans and miscellaneous public improvements including bridges, retaining walls,flood control channels. In addition,Consultant will also review erosion control plans,Water Quality Management Plans(WQMP)and Storm Water Pollution Prevention Plans(SWPPP)This scope includes review of geotechnical reports,hydrology and hydraulic calculations and other engineering documents in support of proposed improvements;review for conformance to standards,acceptable engineering practice and conformance to conditions of approval and all applicable local,state and federal laws; C. TRAFFIC ENGINEERING PLANS
Review of traffic signal plans,signing and striping plans and supporting documents such as traffic impact analysis,traffic signal timing and coordination,traffic control plans,road closure plans and variety of traffic related plan review.

D. OTHER RELATED WORKS
As deemed fit and per sole discretion by the City, Consultant may be asked to perform other professional engineering and surveying tasks.

E. Consultant agrees to provide staff Augmentation, to perform the functions and activities for the City of Upland including the following:

1. Report to City Hall when called upon to provide on-site personnel within seven (7) days of notification. Meet and/or work with City staff, as needed;

2. Field review of projects with City staff, as needed, to address distinct aspects of the proposed project; and attend scheduled meetings with or in place of City Staff, as needed, to work with the Engineer of Record, Developers, and Consultants on processing projects and coordinate to obtain project approvals.

3. Provide permitting support including review of traffic control plans, provide comments to applicants on permit applications, issue, and file permits. Consultant agrees to provide counter, permit or engineering staff, to perform the functions and activities for the City of Upland including maintain regularly scheduled office hours at the city based on an as needed basis. Provide interaction with staff, consultants, the public, community groups engineers, contractors, and inspectors during all phases of the entitlement, design, and construction of public works improvements.

4. Serve and represent the City to the public and other governmental agencies to address all matters relating to existing or proposed development projects within and/or affecting the city. Review development submittals and provide comments or conditions to ensure consistency with local development, city standards and policy. Attend a minimum of two public works staff meeting per month. Report directly to the Principal Engineer daily. 13

EXHIBIT B
Schedule of Charges/Payments
Applicable billing rates are attached hereto
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.
14

HR Green Pacific, Inc. 2021 Fee Schedule
Personnel Classification - - Hourly Billing Rate Project Manager $185-220
Civil Plan Check Manager $180-225
Traffic Engineer $180-220
Associate Engineer $140-175
Assistant Engineer $120-155
Environmental Associate (NPDES) $130-175
Senior Civil Engineer/Plan Checker $170-200
Civil Plan Checker $145-185
Map Checker $150-200
Public Works Technician $100-130
Transportation Manager $160-200
Transportation Planner $130-180
Permit Technician $ 85-115
Notes:

1. Other classifications are available based upon the needs of the agency.

2. All general engineering tasks will be negotiated on a case by case basis using the hourly rates provided for personnel assigned to the contract.

Professional Reimbursement/Hourly and Overtime Rates: The hourly billing rates include the cost of salaries of the HR Green employees, plus sick leave, vacation, holiday and other fringe benefits. The percentage added to salary costs includes indirect overhead costs and fee (profit). All employees classified as"non-exempt" by the U.S. Department of Labor will be compensated at 1.5 times salary, as per state and Federal wage and hour for overtime hours. Billing rates will be calculated accordingly for overtime hours.

Prevailing Wage: Please note that for prevailing wage projects the total project cost can be higher than HR Green would otherwise charge.

Direct/Reimbursable Expenses and Subconsultants: Reimbursement for direct expenses,as listed below, incurred in connection with the work, will be at cost plus 15%for items such as:
a. Maps, photographs, reproductions, printing, equipment rental and special supplies related to the work. b. Subconsultants and other outside services, if needed. c. Specific telecommunications and delivery charges.
d. Special fees, insurance, permits, and licenses applicable to the work. e. Outside computer processing, computation, and proprietary programs purchased for the work. f. Mileage and vehicle costs directly related to agency services. g. Travel expenses (e.g., hotel, meals, transportation, etc.).

Our hourly fees/rates shall remain effective through December 31, 2021 and may be adjusted annually thereafter as negotiated with and agreed to by the agency. 1173 City of Upland-Fee Proposal-Professional Engineering Plan Check Services and Staff Augmentation HRGreen. Page 13 — - - —
F A C F I C Page 287 of 3744

HR Green Pacific, Inc. 2021 Fee Schedule
Personnel Classification _ Hourly Billing Rate
Project Manager $185-220
Civil Plan Check Manager $180-225
Traffic Engineer $180-220
Associate Engineer $140-175
Assistant Engineer $120-155
Environmental Associate(NPDES) $130-175
Senior Civil Engineer/Plan Checker $170-200
Civil Plan Checker $145-185
Map Checker $150-200
Public-Works Technician $100-130
Transportation Manager $160-200
Transportation Planner $130-180
Permit Technician $ 85-115
Notes:

1. Other classifications are available based upon the needs of the agency.

2. All general engineering tasks will be negotiated on a case by case basis using the hourly rates provided for personnel assigned to the contract.

Professional Reimbursement/Hourly and Overtime Rates: The hourly billing rates include the cost of salaries of the HR Green employees, plus sick leave, vacation, holiday and other fringe benefits. The percentage added to salary costs includes indirect overhead costs and fee (profit). All employees classified as"non-exempt" by the U.S. Department of Labor will be compensated at 1.5 times salary, as per state and Federal wage and hour for overtime hours. Billing rates will be calculated accordingly for overtime hours.

Prevailing Wage: Please note that for prevailing wage projects the total project cost can be higher than HR Green would otherwise charge.

Direct/Reimbursable Expenses and Subconsultants: Reimbursement for direct expenses, as listed below, incurred in connection with the work,will be at cost plus 15%for items such as:
a. Maps, photographs, reproductions, printing, equipment rental and special supplies related to the work. b. Subconsultants and other outside services, if needed. c. Specific telecommunications and delivery charges.
d. Special fees, insurance, permits, and licenses applicable to the work. e. Outside computer processing, computation, and proprietary programs purchased for the work. f. Mileage and vehicle costs directly related to agency services. g. Travel expenses (e.g., hotel, meals, transportation, etc.).

Our hourly fees/rates shall remain effective through December 31, 2021 and may be adjusted annually thereafter as negotiated with and agreed to by the agency. 11113 City of Upland—Fee Proposal-Professional Engineering Plan Check Services and Staff Augmentation NRGren.page 13 - -
P A C I F t C

EXHIBIT C
Activity Schedule
15

4 or UN
`tCALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
Ogt�� 4Q"
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.

The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.

Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.

As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.

1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s): _ X NO

2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):

X NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application.

4." ifir
4aieteh
06/03/2025 7i7' 7v'
6/3/25
Date Signature of authorized individual
HR Green Pacific, Inc
Company/Applicant Name
(Levine Act definitions on reverse side)

LEVINE ACT DISCLOSURE STATEMENT DEFINITIONS
Term Definition Law
A proceeding to grant, deny, revoke, restrict, or modify a license, permit or other entitlement for use, that
does not solely involve purely ministerial decisions
and is:

Covered (1)Applied for by the party; FPPC Reg 18438.2(a) "proceedings" (2) Formally or informally requested by the party; or (3)A contract between the agency and the party or a
franchisee granted by the agency to the party, other
than a contract that is competitively bid, a labor
contract, or a personal employment contract.

Any person who files an application for, or is the
Party subject of, a proceeding involving a license, permit, or Gov. Code 84308(a)(1) other entitlement for use.

Any person who is not a party but who actively
supports or opposes a particular decision in a
proceeding involving a license, permit, or other
entitlement for use and who has a financial interest in Gov. Code 84308(a)(2) Participant the decision.A person actively supports or opposes a FPPC Reg 18438.4 particular decision in a proceeding if that person
lobbies in person the officers or employees of the
agency, testifies in person before the agency, or
otherwise acts to influence officers of the agency.

A person who represents a party or participant for
compensation and appears before or otherwise
Agent communicates with the governmental agency for the FPPC Reg 18438.3 purpose of influencing the pending proceeding. See
FPPC Reg 18438.3 for exceptions for certain
consultants.

A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or, if the FPPC Reg Competitively Bid successful bidder refuses or fails to execute the 18438.2(a)(3)(A) contract, to the next lowest bidder with a responsive
bid.

A contract or agreement reached through collective
bargaining or with a representative group regarding
Labor Contract the salary, benefits, or terms and conditions under an FPPC Reg employment or retirement policy for employees or 18438.2(a)(3)(B) retirees, including a project labor agreement entered
under Public Contract Code Section 2500.

Personal A contract for employment, including the terms and Employment conditions of employment, between the agency and FPPC Reg Contract an agency employee.A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.

A °p`q, CITYUPLAND
.�, �` "The City of Gracious Living"
c�lrFOR�i� � 'C ! o - -
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

NORBERTO FERRIERA,UTILITIES MANAGER

JOSE AGUILAR,ASSISTANT ENGINEER
SUBJECT: CONSIDER APPROVAL OF A FISCAL YEAR 2025 EUROFINS PURCHASE ORDER

INCREASE
RECOMMENDED ACTION:

It is recommended that the City Council approve a $59,000 increase to Purchase Order No. 20250101, for a total purchase order amount of$234,000,to pay for additional water sampling for the remainder of the Fiscal Year.

GOAL STATEMENT
The proposed action supports the City's goal of ensuring the City's water quality is up to State and Federal standards.

BACKGROUND
The original Eurofins Eaton Analytical Inc. Purchase Order(PO No. 20250101) for$175,000, approved by the City Council on July 22,2024,was established by using an estimate provided by Eurofins based on the sampling schedule to meet all State and Federal regulations.

ISSUES AND ANALYSIS
Daily, weekly, monthly, quarterly, and annual drinking water samples are required by the State Water Resources Control Board(SWRCB), and the United States Environmental Protection Agency(USEPA) to ensure that potable water meets all State and Federal Drinking Water Standards. The Environmental Laboratory Accreditation Program (ELAP)provides evaluation and accreditation of environmental testing laboratories to ensure the quality of analytical data used for regulatory purposes to meet the requirements of the State's drinking water.Eurofins is the closest ELAP certified laboratory that can analyze all the samples collected by city staff and reports the results directly to the SWRCB and USEPA.

In an effort to continue providing potable water that meets all state and federal drinking water standards, additional appropriations are needed in FY 2024/25 to comply with the monitoring schedule for state water quality testing.

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

FISCAL IMPACTS
The$59,000 increase to the PO results in a revised total PO of$234,000.There are available funds in the Water Other Services Account No. 6406205-5258.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

����°� °p`q� CITY
�r. .__. ..` "The City of Gracious Living" ltiriiVO
''' 5 oid.

DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

JOSHUA WINTER, SENIOR PLANNER
SUBJECT: VILLA SERENA SPECIFIC PLAN&ENTITLEMENTS FOR THE DEVELOPMENT OF RESIDENTIAL UNITS AND SITE IMPROVEMENTS APN: 1045-121-04, 1045-151-35 AND 0207-483-46
RECOMMENDED ACTION:

It is recommended that the City Council conduct a public hearing to consider the Villa Serena Specific Plan, which includes the following five actions: 1) adopt a resolution certifying the Final Environmental Impact Report (FEIR) and Mitigation Monitoring and Reporting Program for the project(Exhibit A);2)adopt a resolution adopting General Plan Amendment No.23-0002(Exhibit B);3)hold first reading by title only,waive further reading,and introduce an Ordinance adopting Zone Change No. 23-0002 (Exhibit C); 4) adopt a resolution adopting the Villa Serena Specific Plan(Exhibit D);and 5)adopt a resolution approving Tentative Tract Map No.23-0001 (TT-20245)and Development Plan Review No.23-0002(Exhibit E).

GOAL STATEMENT
The proposed project supports the City's goal to encourage new, balanced growth with a range of housing choices.

Furthermore,The Villa Serena Specific Plan identifies in section 6 that the project is consistent with the General Plan elements including: Land Use Element, Community Character and Urban Design Element,Economic Sustainability Element, Circulation Element, Open Space and Conservation Element, Public Services and Facilities Element, Healthy Community Element and Safety Element.

BACKGROUND
The 15th Street Basin is a functioning portion of a flood control system that originally extended from a dam in what is now the Colonies at San Antonio Specific Plan area. With more recent storm drain improvements in the Colonies, much of the storm water drainage that previously flowed into the 15th Street Basin was diverted,so there is no longer need for the entire 20.27 acres to be used for flood control purposes.

Development Agreement DA-02-01, was approved by the City Council on September 24, 2002, along with the associated entitlements,to allow the development of the Colonies at San Antonio Specific Plan. Section 4.10 of the Development Agreement requires the City to pay the Colonies an amount of$5 million dollars to assist in the City's fair share cost for increasing the capacity for various streets and the capacity of various storm and sewer facilities to serve an area larger than the Colonies at San Antonio Specific Plan area.However,soon after DA-02-01 was approved, it was determined that the City could not afford a$5 million dollar payment.

On December 22, 2003, the City Council approved the first amendment to the Development Agreement which modified Section 4.10 which provided the City to pay the Colonies $1.5 million from Measure I funds and the remaining$3.5 million was addressed with the City granting the Colonies a 10-year term for their first right of refusal to explore and identify a potential project,before acquiring a portion of the 15th Street Basin property. Section 4.10 went on to require the City to determine the portion of the 15th Street Basin that was no longer necessary for flood control purposes, and could be able to be developed. This would allow the property to then transfer to the Colonies for the sum of one dollar, in exchange for the Colonies waiving the City's required payment of$3.5 million dollars.

The 10-year term expired on January 21,2014.

Subsequently,on February 9,2015,the City Council approved a second amendment to the Development Agreement, allowing a 10-year term to explore and identify a community enhancing development on a portion of the 15th Street Basin property.

Subsequently, a drainage study for the 15th Street Basin was prepared by Madole & Associates and reviewed and accepted by the Public Works Department. This study concluded that the 20.3-acre site constituting the 15th Street Basin only needed 11.1 acres for future flood control purposes due to the construction of an additional storm water retention basin upstream in the Colonies development and the construction by the Army Corps of Engineers of a concrete drainage channel along the eastern edge of the Colonies project. Based on the drainage study,the 9.2 acres of land in the 15th Street Basin area was transferred to the Colonies Partner through a Quitclaim Deed for future development,pursuant to Section 4.10 of the Development Agreement.

On July 26,2018,the applicant,FH II,LLC(Frontier Homes),submitted applications to develop a residential project.

The project was reviewed by the Upland Planning Division,and an Initial Study/Mitigated Negative Declaration was prepared for the project. On November 13, 2019, a Notice of Availability/Notice of Intent for a Draft Initial Study/Mitigated Negative Declaration(IS/MND)was circulated for public review and comments with a deadline of December 2, 2019. The 1st of three Planning Commission meetings occurred on December 11, 2019, which was continued to allow the environmental consultant more time to prepare a response to comments for the IS/MND. The project was scheduled for the 2'Planning Commission meeting on January 22, 2020. The Planning Commission, based on public testimony and the project plans and materials as presented on December 11, 2019 and January 22, 2020,voted(3 in favor and 2 against)to recommend that the City Council deny the project,and continued the project to the next Planning Commission meeting for staff to prepare a Resolution denying the project.

After the first two Planning Commission meetings,in February of 2020,the project applicant held a town hall meeting with neighboring property owners. As a result of the public meeting and discussion with Planning Division staff,the applicant made multiple changes to the project, including adjusting primary vehicular access from Campus Avenue through the existing 15th Street right-of-way,adding a pedestrian basin trail,adding a pocket park within the 15th Street dead-end and designing the project so the new homes have the lowest pad elevation possible.

At the 3rd Planning Commission meeting on February 25,2020,the Planning Commission adopted a formal resolution recommending the City Council deny the project. The Planning Commission could not consider the project modifications made by the applicant at this meeting because the Planning Commission action on the project had already occurred.

The project was then scheduled for a public hearing with the City Council on April 13,2020.At this meeting,the City Council held a public hearing and after receiving numerous public comments, and considering the changes made to the project,voted to approve the project.

After City Council approval,on April 20,2020,the IS/MND was challenged in the County of San Bernardino Superior Court in Friends of Upland Wetlands v. City of Upland. The court held that certain environmental impact discussions in the IS/MND were inadequate and did not fully consider the potential scope of significance. Specifically,the court found substantial evidence supporting a fair argument that the project site contains wetlands,and that the project may result in significant biological impacts, groundwater recharge impacts, noise impacts, and aesthetic impacts. The IS/MND was"set aside"and the court required that the four environmental factors identified be studied in more detail in the ruling issued on July 14,2021.

Subsequently, after the required focused environmental analysis was completed, and although not required by the court, the applicant decided they wanted to move forward and prepare an Environmental Impact Report (EIR). A Notice of Preparation(NOP)was issued on February 8, 2022, and sent the State Clearinghouse to be distributed to State departments and responsible agencies for their review and comments on the preparation of an EIR for the project.

A public scoping meeting,pursuant to CEQA,was held on June 8,2022,to gather feedback on the scope and content of the EIR. The current applicant followed with new applications for the project which were submitted on March 1, 2023.

After submittal, the project was processed though the development review process, which included review by the Planning Division, Building and Safety Division, Land Development and Transportation Division, Public Works Department, Police Department and San Bernardino County Fire Department. On April 23, 2025, the Planning Commission held a Public Hearing regarding the project,heard staff's presentation,reviewed the project and received public comments on the project.At the conclusion of the public hearing,the Planning Commission voted unanimously to recommend the City Council certify the Final EIR and approve the project and all related entitlements.

ISSUES AND ANALYSIS
The applicant is seeking approval to establish a Residential Specific Plan for the development of a gated residential community that consists of 65 single-family detached dwellings at a density of 7.1 dwelling units per acre with on- site active and passive recreational amenities provided within the common area open space on an existing 9.2-acre portion of the 15th Street basin. The Project includes modifications to the remainder basin, including relocation of existing basin infrastructure,to accommodate construction of the planned residential development and maintain a fully operational flood control and retention facility on the remaining 11.1 acres of the basin area.The request includes the following applications:

1. General Plan Amendment No.23-0002 to modify the General Plan Land Use Designation from Public Utilities— Flood Control(PU-FC)to Specific Plan(SP).

2. Zone Change No. 23-0002 to modify the Zoning District from Public/Institutional (PB/I) to Specific Plan(SP) and amend Section 17.09.040 of the Upland Municipal Code to list the Villa Serena Specific Plan.

3. Specific Plan No. 23-0002 to establish the land use regulations for site specific development standards, design guidelines for the planned residential development,including open space and public infrastructure.

4. Tentative Tract Map No.23-0001 to subdivide one(1)parcel into 65 numbered lots and twelve(12)lettered lots, consisting of private streets and common open space and landscaping.

5. Development Plan Review No. 23-0002 to establish the site layout consistent with the development standards identified within the Specific Plan and to establish the architectural design of the proposed residential units, landscaping design,open space design and amenities.

6. Environmental Assessment Review No.EAR-23-0003 to evaluate project impacts to the environment and review the Environmental Impact Report (EIR) and to adopt appropriate mitigation measures to ensure project compliance with the California Environmental Quality Act(CEQA).

Synopsis
Table 1
Applicant: The Colonies Partners L.P.

Representative: Brian Bush
Property Owner: The Colonies Partners L.P.

Property Location: The project site consists of a 9.2-acre portion of the existing 15th Street flood control detention basin located north of E. 15th Street, south of the Upland Hills Golf Course, east of Campus Avenue and west of Grove Avenue.The project site is further described as Assessor's Parcel Numbers 1045-121-04 and 1045-151-35.

Existing General Plan Land Use Public Utilities—Flood Control(PU-FC) Designation:

Existing Zoning Classification: Public—Flood Control(PB-FC) Site Size: 9.2 Acres(Remainder basin to be 11.1 Acres) Building/Suite Size: Single family dwellings ranging in size from 2,062 square feet to 2,690 square feet.

Access: Primary access is provided from 15th Street and Campus Avenue.

Emergency Vehicle Access(EVA)/Exit only from 15th Street.

Existing Conditions: Detention Basin
Surrounding Land Uses: Direction Land Use General Plan Zone North Multi-family Residential SP SP
and Golf Course
East Flood Control Basin PU-FC/R PB-FC
South Single-family Residential SFR-L and RS-7.5 and SFR-M RS-10
West Single-family Residential SFR-L RS-7.5
See Image 1 —Vicinity Map
Specific Plan No. 18-02, General Plan Amendment No. 18-04, Zone Previous Applications/Entitlements: Change No. 18-04, Tentative Tract No. 20245 (TT-18-03), Site Plan No. 18-10,Design Review No. 18-14,and Environmental Assessment Review No.0070

Image 1
7 ,-,,., ,. .,• , F I i .. - '. -

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SUBSTATION. .$ ./ ^ T: R6a.�JS- � F1a°LlHSt'E.� ;. 8''1L' �� IM, 1"N:P.�, "J,F i Nl7R5ERYL 1�y�jF ty7: •g
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il�.d7!LW ►L 4. .Z L-. t RESIUEfJ��TIAL �[1� i { .i �l. 4, y7
�� l ..3'� ,1. aT a } q •4_4r I _ ' V �, i.r 1. F .RED EI IY L ♦ a':- ' `J .-''' 34 111 7 [is �'7" , !� `�*Oi1NiRYCLU,BJ ! :: F _ ,: ,
11it
1 4 ( '' I. 4,1- ;� , 'a + i# I.+7 ma - �� , ' r' 'r1 a w+ r 7- . 0, `L. i r�," ',r.'. 7Z'" Y• ;rya ' k , (my _ _ .yr . a Efl•4thi'St II,J�.�4. . --f14 w s yaT�, �_ yy`� k 1 ''. I .I V1�1Y Y: '•f w w L ti' J4,, - •�w r ..., ' '.� _, _ a• t w LEGEND
- Project Site Boundary
- Residential Development Area
- Conservation Area
- Modified Basin
I - 15th St Extension and Public Improvement
General Plan and Zoning
The Project includes a General Plan Amendment(GPA)to change the General Plan Land Use Map designation for the Site from Public Utilities — Flood Control (PU-FC) to Villa Serena Specific Plan (SP), which will allow for residential land use development at a density of 7.1 dwelling units per acre.Adoption of the Specific Plan designation by ordinance will change the City's zoning map from Public/Institutional(PB/I)to"Villa Serena Specific Plan"(SP) as shown in Image 2 and 3 below.

Image 2—Current General Plan Image 3 —Current Zoning
I
RM-1
r

PB-E SP
� 1n ll'11R174 S1i LM
A1n4 �®t@� �p1Ie
. Ily 1 4s r
�_� �llll ll'llllllil ll� `.li4i
iiii - , �/\ PB-EE 2 SP
muumuu
v.wvrrv, -�cea�s� ■■i ammo:m B-RNC
_
m� di. 15th S treet
- -
�•rid-E lip �Z
ELa
G ■ :■ e
TCDammo 0 rwl>7.761)
:■.
- Public Utilities(PU) Public(P8)
R-Reservoir
L-Landfill
EE-Edison Easement
FC/R-Flood Control/Recharge
The project site is within an urban area primarily surrounded by residential uses. This project follows this trend by establishing a specific plan that includes the development of a planned residential development with 65 detached single-family homes.The proposed project density of 7.1 du/ac is consistent with the surrounding developments and the existing General Plan Designation to the south—"Single-Family Medium Residential(SFR-M)"which permits 4- 10 dwelling units per acre,as shown below:

1. "Mountain View"community to the west is approximately 5 du/ac;

2. "Red Hill North"to the east is approximately 5.5 du/ac

3. "Upland Hills Country Club"to the north is approximately 8 du/ac(net).

4. The existing residential neighborhood to the south is approximately 4-6 du/ac.

The Villa Serena Specific Plan document(See Attachment A of Exhibit D) identifies consistency with the General Plan elements including the Land Use Element, Community Character and Urban Design Element, Economic Sustainability Element, Circulation Element, Open Space and Conservation Element, Public Services and Facilities Element,Healthy Community Element and the Safety Element. A complete analysis is provided in Section 6 of the Villa Serena Specific Plan document.

Housing Element
The project site is included in the City's recently adopted 2021-2029 Housing Element Sites Inventory, specifically included under Table B6, Current Projects. New housing units approved and expected to be completed during the planning period are credited toward the City's housing needs. This development will be reported on the Annual Progress Report (APR) provided to the California Department of Housing and Community Development (HCD), which shows the City's status and progress in implementing its Housing Element. In addition, to obtain final certification of the Housing Element from the State, all housing sites must be rezoned, as identified in the Housing Element.Failure to approve the proposed Specific Plan may result in delayed certification of the Housing Element as the units accounted for on this project site may need to be replaced with another potential housing site.

Specific Plan
The State of California Government Code,Title 7,Division 1,Chapter 3,Article 8,Section 65450-57,grants authority to cities to adopt specific plans for purposes of implementing the goals and policies of their general plans. The Government Code specifies that specific plans may be adopted either by resolution or by ordinance and that the specific plan must be consistent with the General Plan. The Government Code sets forth the minimum requirements

and review procedures for specific plans including a land use plan,an infrastructure and public services plan,criteria and standards for development,and implementation measures.

The Specific Plan serves as the legal document to implement the General Plan land use designation for the Project Site. The Villa Serena Specific Plan (SP) provides the zoning for development of the Project Site as a planned residential development with a density of 7.1 dwelling units per acre. The Specific Plan establishes custom land use and development regulations designed to govern development of the Project. In instances where the Specific Plan is silent,regarding a specific development standard or procedure for implementing the Specific Plan,the Zoning Code Title 17,(Planning and Zoning)will prevail. The Specific Plan provides a"blueprint"for development of the Project and establishes permitted uses,a land use plan,the development requirements,and design criteria. The Specific Plan will be integrated into the Upland Zoning Code by modification of Upland Municipal Code section 17.09.040,which lists all the Specific Plans within the City of Upland.

Tentative Tract Map
The proposed Tentative Tract Map will subdivide the 9.2-acre parcel into 65 numbered lots and twelve(12)lettered lots. The numbered lots contain single-family residential homes.The lots range in size from 3,325 square feet to 5,805 square feet, with a majority of the lots being approximately 3,500 square feet in area. Each lot is approximately 47 feet in width and a minimum of 71 feet in depth,with lots 18, 23 and 24 being oversized to accommodate curves in the street system. Lettered lots contain open space elements,landscaping and easements needed primarily for sewer and storm drain infrastructure. (See Exhibit F—Tentative Tract Map) Prior to the Final Map being recorded,the applicant is required to submit for review and approval, a Declaration of Covenants,Conditions,and Restrictions(CC&R's). The CC&R's are required to outline property owner obligations towards the common ownership of the lettered lots(e.g. maintenance,HOA fees),and limitations on the use of their property.

Site Plan
The projects site layout consists of a central private street(Coyote Run Drive)oriented east-west,with homes on both the north side and south side of the street. Homes on the southwest portion of the project site are buffered from 15th Street by an approximately 20-foot-wide landscape easement. The easement,as well as 15th Street, contains needed storm drain infrastructure that provides connection to the remainder basin. Homes in the southeast area of the project site will be located behind existing residential homes that face onto 15th Street. The existing homes on 15th will back up to a 50-foot-wide open space area that will include an HOA open space trail and landscaped area, as well as a public trail leading to the existing basin trail. Homes on the north side of the site will have rear yards adjacent to the Upland Hills Golf Course. In addition,the north side of the project site is proposed to contain a 5-foot-wide common lot that contains curb and gutter needed to direct run-off from the golf course into the storm drain system.Finally,two remaining homes located at the eastern boundary of the site within the development will face west, with rear yards facing the remainder basin. The Site Plan is included under Exhibit G.

Open space areas will be placed intermittently throughout the project site,with a primary open space area centralized at the intersection of the private road and secondary access. The open space elements are connected via walking trial in the southeast portion of the site, mentioned above, and through the sidewalk network provided in the project.

Finally,the City will maintain access to the basin via the proposed private streets, and an access road at the eastern boundary of the project site. Fences and walls will be provided around the project boundaries, and individual yards.

All walls within public view will be constructed of split face block,with interior fences being constructed of vinyl.A perimeter wall on the south side of the project site will be constructed of 6-foot-tall split face block wall,with columns spaced at the corners of each lot. On the golf course side to the north, a tubular steel fence with split face block columns will be provided to preserve views.The Specific Plan outlines development standards for the homes built in the project,outlined below in Table 1.

Table 2

DEVELOPMENT STANDARDS
Lot Criteria Required Provided Complies?
Min.Lot Width 47' Min.47' Yes
Min.Lot Depth 71' Min. 71' Yes
Min.Lot Area(sq. ft.) 3,300 Min. 3,300 Yes

MINIMUM SETBACKS
Front Setback
Living Area 10' Min. 10' Yes
Street Facing Garage 19' Min. 19' Yes
Side Setback
From Interior PL 5' Yes
From Street 5' Yes
Rear Setback
Main Structure 15' 15' Yes. Specific Plan allows for 10% of lots at the time of development to
deviate from rear yard setback. One
lot,No.43,has a 13' setback.

Lot Coverage
Max.Coverage 60% 40-45% Yes
Maximum Building Height
Main Structure 2 Stories-Max.35' 25' 1.5" Yes Walls,Fences and Hedges
Maximum Height at Interior or Rear 6' 6'Max. Yes Property Line
Maximum Height of Project Perimeter 6' 6'Max. Yes Walls
Maximum Height of Retaining Walls 4' 4'Max. Retaining wall at northern boundary at Project Boundary will be a combination of retaining and perimeter fencing not exceeding
a combined total of 10'at the highest
point,as seen from the south.

Maximum Height of Retaining Walls 4' 4'Max. Yes Between Lots and within Project
Boundary
Parking and Circulation
The Specific Plan requires a total of one, 2-car garage per dwelling unit, plus 2 open parking spaces within the driveway per unit. Each residence will be provided a two-car garage and contain a minimum 19-foot long by 18-foot wide driveway(as conditioned)that can accommodate 2 vehicles per driveway,totaling 260 parking spaces meeting the minimum established in the Specific Plan. In addition,parallel street parking will also be available throughout the project site on the south side of the primary street, Coyote Run Drive. The total number of street parking will be determined after the San Bernardino County Fire Department identifies all required red curb locations. Overall,the project will provide adequate parking for residents and guests.

Ingress and egress to the Project Site is provided from 15th Street at two locations. The primary(gated)access would be provided through the extension of 15th Street, which would allow residential entry from Campus Avenue. This access would be installed within the unimproved 15th Street right-of-way area, south of the existing Mountain View development and north of the R.V.storage facility.This private access street would meander northbound at the current terminus of 15th Street. A new public pocket part at the existing 15th Street terminus would prevent access through 15th Street to Campus Avenue to prevent cut-through trips through the surrounding neighborhood. Secondary access point is provided towards the east end of the project,near the intersection of 13th Avenue and 15th Street. This will only provide egress for residents leaving the project and full emergency access to/from 15th Street.

Ultimate right-of-way improvements for 15th Street include 40 feet of paved travel area with a 5-foot-wide sidewalk and an 8-foot-wide landscaped parkway on each side of 15th Street,for a total right-of-way width of 66 feet.As part of the Project, the developer will construct an additional 8-feet of travel area, a new 5-foot sidewalk and an 8-foot- wide landscaped parkway within the existing right of way adjacent to the Project Site. See Figure 1.

Figure 1
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f S 8' 8' 12'
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SECTION A-A
NTS
On-site vehicular circulation would consist of a private street(Coyote Run Drive)varying in width from approximately 26 to 38 feet.A 5-footwide sidewalk would be provided on the south side of the street,with the north side of the street including enhanced paving within the street to delineate a walking area. A gate and service road located at the eastern boundary of the project site would provide access to flood control basin,with easements granting the City of Upland access rights through the development.Maintenance crews would access the gate and service road from the project's western entry and private internal street.

Pedestrian circulation will be provided by sidewalks throughout the site. Sidewalks will also provide access to all open space areas,including the linear open space walking path at the southeast area of the project site.The connection of the Project to the public walkway system is provided at both entries to the project on 15th Street, as well as a gate into the new public pocket park at 15th Street right-of-way. This connects the project site to the greater community and provides for a bicycling and pedestrian friendly environment.

The project includes a 10-foot-wide public pedestrian access path from the eastern 15th Street access point to the basin trail. Currently, the basin is accessed by pedestrians illegally, through an opening in the existing chain-link fence.

The project has included this as a public pathway as many of the existing neighbors expressed a desire to continue accessing the basin trail for recreational purposes. The project also includes a new fence,between the basin trail and the basin,to ensure the public is prevented from accessing the basin directly.

Architecture
Three separate and distinct architectural styles have been selected for the development, which include Spanish, Italianate,and French Country. The Project will also include 4 different models,with each model having an iteration of one of the 3 architectural designs. All homes are proposed to be 2-stories. This creates a variations of color, materials,textures which enhances the streetscape. Details of the architectural designs include:

Spanish. The Spanish style features a strong form and massing,plain stucco wall surfaces, and tile roofs. The front elevations are simply articulated with defining characteristics of the Spanish architectural style, including the use of textured wooden doors,s-tile roofing,archways,decorative clay pipes,ornamental ironwork and window framing and inset windows.

Image 4-Spanish Elevations
a — '
•
Italianate.The Italianate style as interpreted and conceived by Southern California architects of the early 20th century, adapted the grand formal elegance of the Italian Renaissance estate with a localized approach to detailing and scale.

Distinguishing features of this style include hip roofs, S-tile roofs,decorative horizontal banding,solid eaves,shaped stucco window sills, shutters and shaped stucco corbels.

Image 5-Italianate Elevations
pL L rZ
French Country.The French Country style is based upon early American interpretations of French Medieval architec- ture that made its way across the United States from the Mississippi regions around the turn of the century.

Distinguishing features include a steeper roof slope than other styles which provides for a diverse street scene,concrete shake style roof, corbels, shutters,bay windows and trellises. Decorative gable ends are incorporated for texture and color accompaniments.

Image 6-French Country Elevations
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1 I ■
In addition,enhanced elevations are provided in all areas of public view,including product facing onto the golf course. elevation enhancements (e.g. shutters, window trim, etc.)be provided on the second level of homes facing onto the Golf Course and 15'Street.

As mentioned above,the project will include 4 different models. The models include the following details:

Plan# Plan Size(SF) Number of Bedrooms Number of Bathrooms 1 2,062 SF 3 2.5
2 2,225 SF 3 -4 2.5 -3
3 2,465 SF 4-5 2.5 -3
4 2,690 SF 5 3
(See Exhibit H—Architectural Plans and Exhibit I-Photo Simulations)

Landscaping
The Villa Serena Specific Plan, Section 4 provides design criteria for on-site landscaping. The landscape design requirements encompass "hardscape" elements such as entry monuments, signage, walls, fences, gates, paving, recreation and picnic equipment,as well as"softscape"elements such as trees,shrubs,vines and ground cover. Design requirements include California native/drought tolerant trees, plant and ground covers. The builder will install groundcover and appropriate shrubs and trees in the front yards of homes within residential areas,with the rear yards being homeowner installed.

Automatic irrigation will be installed within the front yards of all residential areas,common open space areas and the perimeter will also be provided by the home builder. The conceptual landscape plan provides a layered and varied design that includes native plants and ornamental plants. The plan incorporates a mix of native trees like Coast Live Oak and California Sycamore, as well as non-native evergreens such as Afghan Pine and Holly Oak for year-round greenery.Flowering trees include Yellow Trumpet Tree and Western Redbud to prove additional variety and color.A diverse selection of Shrubs and groundcovers include native sages,buckwheats,and deer grasses,as well as colorful options magenta rockrose and lavender create visual interest and a layered structure.

This landscape design enhances the projects aesthetic appeal and supports sustainable maintenance and water conservation within the community. At project build-out, the HOA will maintain all landscaping within the open space areas including the 15th Street public open space area and project perimeter. Prior to the issuance of construction permits,the applicant is required to submit,for review and approval,final landscape plans for the project. Landscape plans will include all open space areas, common landscaped areas, right-of-way landscaping and typical front yard landscaping.

The perimeter wall, as designed and conditioned, will be a split face block wall with a decorative cap and columns will be provided around the perimeter of the project site,including the project boundary between the open space area/ walking path and the existing residences to the south. Block walls are also required in all places in public view, including around open space areas,side yards and street side yards,etc. Prior to the issuance of construction permits, the applicant is required to submit a wall and fence plan for review and approval by the Development Services Department.

Open Space
The Project provides approximately 47,000 square feet,just over one acre,of open space.As shown on the open space plan,the project includes six(6)open space elements,including a primary open space area,trail,and five(5)pocket parks. The primary open space area includes a 0.75-acre recreation area with a community pool, pool house with restrooms,and areas improved with picnic tables and barbeque and picnic areas.Connected to the primary open space area is the trial, that includes exercise equipment and provides a connection to the basin trail. Included within the development,four(4)individual pocket parks totaling 9,526 square feet are planned for passive and active recreation uses for residents. The pocket parks are accessible from sidewalks and will include shady landscape areas with benches,picnic tables, and children's play areas, exercise equipment and open turf. The pocket parks and trail are strategically placed above underground infrastructure, including storm drain and sewer infrastructure to ensure the City of Upland has access for future maintenance. The fifth pocket park will be constructed within the 15th Street right-of-way. Currently, 15th Street dead ends at the northwest corner of 15th Street and Fernando Avenue. This area will be utilized for a public pocket park that will include an open turf area, sidewalk around the area, and benches.

Plans for the pocket parks are included within Exhibit J.

Grading and Basin Modifications
The primary modification to the project site includes filling in the existing basin to allow for residential construction and deepening the eastern portion of the remaining basin 7 feet to accommodate increased flood control operations.

Currently,the existing basin is approx. 1,415 feet above mean sea level(amsl),with the top of the berm being approx. 1,430 asml. The project site will be filled to level out the property to accommodate for residential development. At the eastern and western boundaries of the project site,the pad elevations will be approximately 1,429 asml,with the center of the development being approximately 1,425 asml. This results in the project sloping towards the center, where the development will have storm water infrastructure. Furthermore, the development's sewer system will follow this slope and exit the development and connect to the sewer in 15th Street at the secondary access point.

Grading within the site would attempt to balance cut/fills for the site(16,765 cubic yards[cy] of cut and 80,926 cy of fill). Total earthwork for the proposed project is estimated to be approximately 46,000 cy of cut and 87,000 cy of fill,

resulting in an import of approximately 41,000 cy of material. All construction traffic will use the extension of 15th Street to access the project site.

As indicated previously,the consulting firm of Madole and Associates,Inc.prepared a drainage study in 2017 for the 15th Street Basin. Based on the analysis,the study determined that a surplus of 9.2 acres,located on the westerly end of the existing basin could be developed,and that the remaining basin area of 11.1 acres would be sufficient for flood control operations without impacting downstream facilities. The modifications to the remainder 11.1-acre basin include modifications to the bottom of the remaining basin from the toe of the new slope at the western edge, to a point approximately 900 linear feet to the east by grading the bottom of the basin in this area to an elevation of approximately 1,405 to 1,410 feet above mean sea level(amsl)from an existing elevation of 1,414 to 1,415 feet amsl.

The excess cut material generated would be utilized as fill for the new berm to be located at the western edge of the reconfigured basin,as well as for fill within the project site. The remainder of the existing flood control basin would not be modified, deepening the westerly portion approximately 5.5 acres of the basin, including a new berm on the western boundary and modification of the inlet/outlet structures,as shown in Image 7,and described below:

1. Extension of the basin inlet pipe currently located at the north-west corner of the basin will be extended approximately 1,900 linear feet through the south side of the project into the modified basin.

2. An existing local inlet pipe located approximately 300' east of the Project Site's easterly boundary will be routed through the Project Site to the modified basin.

3. An existing concrete channel located approximately 60' west of the eastern edge of the Project Site will be picked up in a new pipe and routed through the Project Site into the modified basin.

4. The basin outlet pipe will be extended approximately 1,800 feet, from the southeast corner of the modified basin westerly to the proposed Project egress, then south into 15th Street and west along 15th Street connecting to the existing outlet pipe.

5. An emergency spillway will be constructed at the intersection of Grove Avenue and the Basin Ima e 7 __
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For additional details,please see Exhibit K—Rough Grading and Storm Drain Plans.

ENVIRONMENTAL DETERMINATION
On April 13, 2020,the City Council of Upland adopted a Mitigated Negative Declaration (MND), supported by an Initial Study(IS/MND),for the proposed project.A Notice of Determination(NOD)was subsequently filed on April 14,2020. However,as mentioned above,the IS/MND was challenged in the San Bernardino County Superior Court in the case Friends of Upland Wetlands v. City of Upland.The court found that there is substantial evidence supporting a fair argument that the project site contains wetlands,and that the project may result in significant biological impacts, groundwater recharge impacts,noise impacts,and aesthetic impacts.The IS/MND and related approvals were set aside by the ruling. In addition, the ruling ordered consultation with the responsible agencies be undertaken to determine whether the project impacts wetlands and to address the environmental factors mentioned above.

The ruling did not require the preparation of an EIR,but staff determined the best route to proceed with the project was the preparation of a focused Environmental Impact Report (EIR) to thoroughly analyze the project's potential environmental effects,including those issues raised in the legal challenge. The environmental topics identified in the court's ruling mentioned above were analyzed and the staff opted to expand the EIR's scope to include greenhouse gas emissions,transportation,and tribal cultural resources.In accordance with State CEQA Guidelines Section 15128, which allows the incorporation of adequately examined material from prior documents,this EIR draws upon analysis from the original Initial Study, the court's decision in Friends of Upland Wetlands v. City of Upland, consultation with City staff, and input received during the scoping process. Based on this the following potential environmental effects of the proposed project would be less than significant or have no impacts;therefore,these topics are"scoped out"and not further studied in detail in this EIR:agriculture and forestry resources,cultural resources,energy,geology and soils, hazards and hazardous materials, land use, mineral resources, population and housing, public services, recreation,utilities and service systems,and wildfire.Each of these environmental factors are addressed in the original Initial Study,included as Appendix A-5 in the EIR.

A Notice of Preparation(NOP)was issued on February 8,2022,to inform responsible agencies and interested parties that an EIR would be prepared for the project. The NOP was distributed to public agencies, organizations, nearby property owners, and individuals likely to be interested in the potential impacts of the project. A public scoping meeting was held on June 8, 2022,to gather feedback on the scope and content of the EIR. Both written and verbal comments from the public were received during the scoping period and considered in the development of the EIR.

Copies of the NOP,written comments,and a summary of verbal comments are provided in Appendix A of the EIR.

The Draft EIR was initially circulated from May 28,2024,to July 11,2024,pursuant to Section 15105(c)of the State CEQA Guidelines. The Notice of Availability(NOA)was published in accordance with the State CEQA Guidelines, which included publishing in the Inland Valley Daily Bulletin, posting on the State Clearinghouse (CEQAnet) and posted with the Clerk of the Board of Supervisors. In addition,the NOA mailed to all property owners within 1,500 feet of the project site to all agencies,organizations that may have an interest in the project(e.g. San Antonio Water Company,Upland Unified school District,Utility companies).

Due to a distribution error and the receipt of additional project information, including the incorporation of updated technical studies and minor edits to the Specific Plan,the City re-circulated the Draft EIR pursuant to Section 15088.5 of the CEQA Guidelines. A second full 45-day review period extended from November 4, 2024 to December 18, 2024.

The EIR includes Exhibits L,M and N,which include the Final EIR that contains the response to comments,and any minor changes to the EIR the MMRP, the Draft EIR(M)which contains the analysis of the project and mitigation measures and the Appendices (N), which include all the technical documents that support the conclusions and mitigation for the EIR.

As mentioned, the ruling found that the project may result in significant biological impacts, groundwater recharge impacts,noise impacts,and aesthetic impacts. These issues are summarized below:

1. Aesthetic Impacts. The Aesthetics section of the EIR evaluates the visual impacts of the proposed project.

The analysis found that the project site is surrounded by residential neighborhoods, golf courses, and RV storage facility.The area features suburban development patterns with intermittent views of the San Gabriel Mountains, including Mt. Baldy, though these are mostly obstructed by trees and existing structures. The visual character of the site will change with the introduction of new homes and landscaping; however, the homes will be consistent in height and style with nearby developments. The Specific Plan includes design standards to maintain visual harmony,regulate lighting to minimize glare,and preserve limited public views

of scenic resources.No significant adverse aesthetic impacts are anticipated,and cumulative visual impacts are expected to be less than significant due to compliance with city design standards and policies.

2. Biological Impacts. The Biological Resources section of the EIR assesses the ecological impacts of the project. The impact analysis evaluates potential direct, indirect, and cumulative impacts of the proposed project on biological resources within the project site. The project area includes the entire flood control basin with riparian,wetland,and upland habitats a review of species present on the project site,and potential habitat for any species. The analysis also found several ephemeral, man-made drainage features that were mapped as California Department of Fish and Wildlife (CDFW) streambeds,but they do not fall under U.S. Army Corps of Engineers.

The implementation of numerous mitigation measures (BIO-1 to BIO-9) are included to ensure Project impacts are less than significant. Mitigation measures are included that protect special status species, including nesting bird and burrowing owl surveys prior to the start of construction. I addition,the applicant shall provide evidence to the City that a qualified biologist (or biologists), approved by the California Department of Fish and Wildlife (CDFW), has been retained to perform surveys, prepare and implement mitigation plans, and/or conduct monitoring activities. This biologist shall be present on site prior to and during all ground-disturbance and habitat-disturbing activities and shall be authorized to move special species out of harms way.Furthermore,Construction crews will be trained in recognizing sensitive wildlife.For any future sightings of special-status species(e.g.,burrowing owl,gnatcatcher),a qualified biologist will assess appropriate actions including delaying work,relocation under regulatory guidance and protective fencing and exclusion zones
To further protect biological resources,mitigation is included requiring the project must obtain permits from CDFW(e.g., Streambed Alteration Agreement),even if U.S.Army Corps of Engineers and Regional Water Board permits are not needed. The applicant has already began to implement this mitigation by negotiating with CDFW and competing a Streambed Alteration Agreement. Once the project is approved,the applicant will sign the agreement (Exhibit 0). Finally, to full implement the agreement, a Habitat Mitigation and Monitoring Program (HMMP), as required by Mitigation Measure BIO-8 has been drafted to create a conservation area,which will consist of 1.2 acres of mule fat scrub and to enhance 0.3 acre of wetland within

1.5 acres in the eastern portion of the basin.

3. Groundwater Recharge Impacts. The hydrology and water quality analysis concludes that the proposed residential development will have less-than-significant impacts on water resources.Located within the Santa Ana River Watershed and the Chino Subbasin, the site currently functions as a flood control basin and contributes to groundwater recharge. During construction, potential erosion and pollutant runoff will be controlled through a Stormwater Pollution Prevention Plan(SWPPP)and Best Management Practices under state permits. The project will not require groundwater dewatering due to groundwater levels. Once operational, stormwater from impervious surfaces will be managed through a Water Quality Management Plan (WQMP) incorporating Low Impact Development strategies. Notably, the project will enhance groundwater recharge capacity from 6.45 to 9.7 acre-feet annually.The site is outside flood or tsunami zones, and the project aligns with local and regional water quality plans,resulting in no significant impacts.

4. Noise impacts. Noise is generally defined as any unwanted sound. Noise is generally measured is in A- weighted decibels (dBA) from the nearest "sensitive receptor" (residential use) and is regulated by the General Plan Safety Element,Upland Municipal Code Chapter 9.40 Unnecessary Noise and Federal Transit Administration,which establishes thresholds for significance.The Noise Impacts section of the EIR evaluates the noise generated by the project,including operational noise/vibration and construction noise and vibration.

Operational noise is the noise generated by the project after construction resulting from traffic, stationary, and other operational noise sources(i.e. air conditioning units, open space areas). The noise analysis found that all operational noise impacts,during the day and at night,including traffic-related noise,would be less than significant,and no mitigation is warranted.

Project construction noise was analyzed and found that construction activities result in noise level increases ranging from 7.9 to 18.0 dBA above ambient during the daytime hours, therefore, the unmitigated construction noise level increase at these receptors is a potentially significant impact requiring mitigation.In addition,construction vibration was analyzed which found that sensitive receptors within 12 feet to 187 feet from typical construction activities at the project site boundary would result in vibration levels estimated to range from 60.8 to 96.6 vibration velocity decibels (VdB), exceeding the FTA Transit Noise and Vibration

Impact Assessment Manual maximum acceptable vibration criteria of 78 VdB for daytime residential uses at receivers located within 50 feet of a project site.

Mitigation measures have been included(NOI-1 to NOI-9)that require the use of temporary sound barriers, limitation on the use and placement of construction equipment and compliance with the Upland Noise Ordinance in order to reduce noise impacts to less than significant.

Many comments received during the public review period included traffic related concerns related to the development.

To summarize, the project traffic analysis found that no significant impacts would be created by the project. The analysis considered both a Level of Service(LOS)and a Vehicle Miles Travelled(VMT)analysis.

Regarding LOS, the Study Area intersections included: Campus Avenue at 14th, 15th, and 16th Street, and Coyote Run Drive at East and West 15th Street. Existing intersections currently operate at an acceptable LOS (LOS D or greater) during the a.m.peak hour and p.m.peak hour under Existing Condition. The proposed project is anticipated to generate a total of 614 two-way vehicle trips per day, with 46 a.m. peak-hour trips and 61 p.m. peak-hour trips.

After project build-out,the intersections, including the new project driveways,will continue to operate at LOS D or greater,therefore no impacts will occur.

The proposed project was found to meet Low VMT Area screening criterion, per the project's VMT Screening Evaluation.15 As one of the three screening criteria for VMT was met,the project would not conflict or be inconsistent with State CEQA Guidelines Section 15064.3, subdivision (b). Impacts would be less than significant, and no mitigation measures are required.

Additional Mitigation is included to ensure the project does not cause any significant impacts. Those include mitigation related to Cultural Resources and Tribal Cultural Resources, Geology and Soils, as well as mitigation carried over from the IS/MND, such as Utilities and Service System Mitigation. With the implementation of all mitigation measures,the project is not anticipated to cause any significant impacts.

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

After project approval and construction,the project will result in an increase in revenue in the form of property taxes and development impacts fees. Additionally, the Development Agreement for the project includes a profit-sharing provision. This provision requires that, once the developer has recovered the $3.5 million owed to them by the City owed,any net profits resulting from the sale of the property will be split,with 65%of the profits going to the developer and 35%going to the City.

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Certify Environmental Impact Report and Mitigation Monitoring Program.

EXHIBIT B
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT (SCH NO. 2022020150)

AND MITIGATION MONITORING AND REPORTING

PROGRAM (MMRP) FOR THE VILLA SERENA SPECIFIC

PLAN (PROJECT) WHICH INCLUDES GENERAL PLAN
AMENDMENT NO. 23-0002, ZONE CHANGE NO. 23-0002,
SPECIFIC PLAN NO. 23-0002, TENTATIVE TRACT MAP NO.
23-0001 (TT-20245) AND DEVELOPMENT PLAN REVIEW
NO. 23-0002 AND IS LOCATED AT ASSESSOR'S PARCEL
NUMBERS (APN) 1045-121-04, 1045-151-35, AND 0207-
483-46.

WHEREAS, Colonies Partners L.P. c/o Brian Bush (Applicant) has filed applications requesting approval of the Project; and
WHEREAS, the development is considered a project as defined by the California Environmental Quality Act (CEQA), Public Resources Code Section 21000 et seq.; and
WHEREAS, the State of California Government Code Section 65300 requires the City to adopt and maintain a General Plan that contains certain elements, describes its long-term goals, and develop policies and programs to achieve those goals; and
WHEREAS; the State of California Government Code Section Government Code 65450-57 grants authority to cities to adopt specific plans for purposes of implementing the goals and policies of their general plans; and WHEREAS, the City of Upland is the lead agency for the preparation and consideration of environmental documents for the Project, as defined in the California Environmental Quality Act and the State of California Guidelines for the Implementation of the California Environmental Quality Act; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ("EIR") should be prepared to analyze all potential adverse environmental impacts of project; and WHEREAS, in accordance with Sections 15063 and 15082 of the CEQA Guidelines, a Notice of Preparation (NOP) of an Environmental Impact Report (EIR) was prepared and circulated on February 8, 2022. The NOP was circulated to the public, local and state agencies, and other interested parties to solicit comments on the project and a public scoping meeting was held on June 8, 2022; and WHEREAS, based on the responses to the Notice of Preparation, the City prepared a Draft EIR and a formal Notice of Completion ("NOC") of the Draft EIR with the State Clearinghouse and the Clerk of the Board of Supervisors on May 28, 2024; and

Resolution No.

WHEREAS, a Notice of Availability was prepared and circulated for the required 45 day public review period from May 28, 2024, to July 11, 2024, pursuant to Section 15105(c) of the State CEQA Guidelines. Copies of the Draft EIR were available for public review at the Planning Division Public Counter and Public Library as well as the City of Upland website; and
WHEREAS, due to a distribution error and the incorporation of updated technical studies and minor edits to the Specific Plan, the City recirculated the Draft EIR pursuant to Section 15088.5 of the CEQA Guidelines. A second full 45-day public review period ran from November 4, 2024 to December 18, 2024; and WHEREAS, the City received a total of 22 comment letters from regional agencies, tribal parties, and individuals during the two rounds of review; and WHEREAS, following the close of the public comment period and after review of the comments received on the Draft EIR, the City prepared a Final Environmental Impact Report (FEIR) consisting of comments received on the Draft EIR, written responses to those comments, and minor modifications that do not require recirculation of the Draft EIR. For purposes of this Resolution, the "EIR" shall refer to the Final EIR and Draft EIR, including all of the technical studies and appendices to the Draft EIR; and
WHEREAS, all of the requirements of CEQA and the State CEQA Guidelines have been satisfied by the City of Upland in the EIR, which is sufficiently detailed so that all of the potentially significant environmental effects of the Proposed Project have been adequately evaluated; and
WHEREAS, the EIR prepared in connection with the Project sufficiently implement mitigation measures necessary to avoid the Project's potential environmental impacts in accordance with CEQA and the State CEQA Guidelines; and WHEREAS, the City of Upland Planning Division on April 1, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project site indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Division on April 2, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020; and
WHEREAS, the City of Upland Planning Division on April 2, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Commission on April 23, 2025, reviewed the Final EIR and Mitigation Measures and recommended that the City

Resolution No.

Council of the City of Upland certify the Final EIR and Mitigation Monitoring and Reporting Program; and
WHEREAS, the City of Upland Planning Division on May 15, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project site indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland City Clerk on May 19, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland City Clerk on May 19, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020.

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

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

Section 2. In accordance with Section 15063 of the State CEQA Guidelines, the City's professional planning staff, with assistance from the City's environmental consulting firm (LSA), completed a Mitigated Negative Declaration, supported by an Initial Study (IS/MND) was adopted for the proposed project by the City of Upland City Council on April 13, 2020, and a Notice of Determination (NOD) was filed on April 14, 2020.1 The IS/MND was subsequently challenged in the County of San Bernardino Superior Court in Friends of Upland Wetlands v. City of Upland. The court held that certain environmental impact discussions were inadequate and did not fully consider the potential scope of significant impacts; therefore, the IS/MND was "set aside". To move the project forward, the City elected to prepare an EIR to fully review the project's impact on the environment, including those issues raised during the legal challenge. Environmental issue topics subject to the challenge included aesthetics and scenic vistas; ambient noise; biological resources; and hydrology/groundwater recharge. The City has also elected to include evaluations of greenhouse gas emissions, transportation, and tribal cultural resources in the EIR.

The Draft EIR circulated for public review from May 28, 2024, to July 11, 2024, pursuant to Section 15105(c) of the State CEQA Guidelines. Due to a distribution error and the receipt of additional information, the City conservatively "recirculated" the EIR for a second full 45-day review period from November 4, 2024 to December 18, 2024. The City received a total of 22 comment letters from regional agencies, tribal parties, and individuals during the two rounds of review. Copies of all written comments received during the comment periods are included in Chapter 3.0, Comments and Responses, of the Final EIR. The comments resulted in minor clarifications to Mitigation Measures. Under State CEQA Guidelines Section

Resolution No.

15088.5(b), recirculation is not required where the new information added to the EIR merely clarifies or amplifies or makes insignificant modifications in an adequate EIR.

The Final EIR finds that there is no substantial evidence in the administrative record supporting a fair argument that the Project may result in any significant environmental impacts after implementation of the mitigation measures. The FEIR and the responses to comments contain a complete, objective, and accurate reporting of the environmental impacts associated with the Project and reflect the independent judgement and analysis by the City. Therefore, no further analysis is necessary.

Therefore, the Upland City Council certifies the Final EIR (SCH #2022020150) and adoption of the MMRP.

Section 3. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

Section 4. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 5. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 9th day of June, 2025.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland (Secretary of the Redevelopment Agency), do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 9th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA APPROVING GENERAL PLAN
AMENDMENT NO. 23-0002 TO MODIFY THE GENERAL PLAN

LAND USE DESIGNATION FROM PUBLIC UTILITIES -

FLOOD CONTROL (PU-FC) TO SPECIFIC PLAN (SP) TO

ESTABLISH THE VILLA SERENA SPECIFIC PLAN LOCATED
AT ASSESSOR'S PARCEL NUMBER (APN) 1045-121-04
SHOWN IN ATTACHMENT A.

WHEREAS, Colonies Partners L.P. c/o Brian Bush (Applicant) has filed applications requesting approval of the Project; and
WHEREAS, the development is considered a project as defined by the California Environmental Quality Act (CEQA), Public Resources Code Section 21000 et seq.; and
WHEREAS, the State of California Government Code Section 65300 requires the City to adopt and maintain a General Plan that contains certain elements, describes its long-term goals, and develop policies and programs to achieve those goals; and
WHEREAS; the State of California Government Code Section Government Code 65450-57 grants authority to cities to adopt specific plans for purposes of implementing the goals and policies of their general plans; and WHEREAS, the City of Upland is the lead agency for the preparation and consideration of environmental documents for the Project, as defined in the California Environmental Quality Act and the State of California Guidelines for the Implementation of the California Environmental Quality Act; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ("EIR") should be prepared to analyze all potential adverse environmental impacts of project; and WHEREAS, in accordance with Sections 15063 and 15082 of the CEQA Guidelines, a Notice of Preparation ("NOP") of an Environmental Impact Report was prepared and circulated on February 8, 2022. The NOP was circulated to the public, local and state agencies, and other interested parties to solicit comments on the project and a public scoping meeting was held on June 8, 2022; and WHEREAS, based on the responses to the Notice of Preparation, the City prepared a Draft EIR and a formal Notice of Completion ("NOC") of the Draft EIR with the State Clearinghouse and the Clerk of the Board of Supervisors on May 28, 2024; and
WHEREAS, a Notice of Availability was prepared and circulated for the required 45-day public review period from May 28, 2024, to July 11, 2024, pursuant to Section 15105(c) of the State CEQA Guidelines. Copies of the Draft EIR were

Resolution No.

available for public review at the Planning Division Public Counter and Public Library as well as the City of Upland website; and,
WHEREAS, due to a distribution error and the incorporation of updated technical studies and minor edits to the Specific Plan, the City recirculated the Draft EIR pursuant to Section 15088.5 of the CEQA Guidelines. A second full 45-day public review period ran from November 4, 2024 to December 18, 2024; and WHEREAS, the City received a total of 22 comment letters from regional agencies, tribal parties, and individuals during the two rounds of review; and WHEREAS, following the close of the public comment period and after review of the comments received on the Draft EIR, the City prepared a Final EIR, consisting of comments received on the Draft EIR, written responses to those comments, and minor modifications that do not require recirculation of the Draft EIR. For purposes of this Resolution, the "EIR" shall refer to the Final EIR and Draft EIR, including all of the technical studies and appendices to the Draft EIR; and WHEREAS, all of the requirements of CEQA and the State CEQA Guidelines have been satisfied by the City of Upland in the EIR, which is sufficiently detailed so that all of the potentially significant environmental effects of the Proposed Project have been adequately evaluated; and
WHEREAS, the EIR prepared in connection with the Project sufficiently implement mitigation measures necessary to avoid the Project's potential environmental impacts in accordance with CEQA and the State CEQA Guidelines; and WHEREAS, the City of Upland Planning Division on April 1, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project site indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Division on April 2, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020; and
WHEREAS, the City of Upland Planning Division on April 2, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Commission on April 23, 2025, reviewed the FEIR and Mitigation Measures and made a recommendation that he City Council of the City of Upland approved the Final Environmental Impact Report ("FEIR") and Mitigation Monitoring and Reporting Program ("MMRP"); and WHEREAS, the City of Upland Planning Division on May 15, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project

Resolution No.

site indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland City Clerk on May 19, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland City Clerk on May 19, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020; and
WHEREAS, the City of Upland City Council on June 9, 2025, reviewed the FEIR and MMRP and Certified the document.

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

Section 1. Findings. The City Council hereby makes the following findings and determinations in connection with the approval of the Project:

A. The above Recitals are true and correct and are incorporated herein by this reference.

B. The project is consistent with various goals and policies of the General Plan Land Use Element, Focus Areas Element, Community Character and Urban Design Element, Circulation Element, Open Space and Conservation Element, Healthy Community Element and Safety Element as detailed within the Villa Serena Specific Plan, Section 6.

C. The Project is consistent with the following Housing Element Goals and Policies:

1. Policy HE-2.2 Housing Diversity. Provide high-quality housing in a range of types, densities, and unit sizes that meet the housing needs of residents of all income levels and household types. This includes single- and multiple-family housing, senior developments, mixed-use projects, and transit-oriented developments.

Fact: The project provides 65 new market-rate single-family homes generally consistent with the surrounding neighborhood, meeting the housing needs of many in the community. The Project is consistent with this policy.

2. Policy HE-2.3 Housing Design. Require adherence to design standards with respect to site planning, materials and colors, building treatments, landscaping, open space, parking, and environmentally sustainable design practices that adhere to standards set in general plan and design guidelines.

Resolution No.

Fact: Development standards contained in the Specific Plan require uniform and high quality design of residential dwellings, the installation of infrastructure adequate to serve the community, comprehensive and cohesive landscaping for the community to include shade trees, shrubs, and groundcover, requirements that a master sign program be approved by the City, and lighting regulations to ensure uniformity of fixture design and placement along streets and within common area open space. In addition, the project provides ample parking for future residential use.

The Project is consistent with this policy.

D. Upland Municipal Code Section 17.49.060 provides that the City Council Before approving a General Plan Map Amendment, shall make a determination to allow the activity based upon the following findings:

1. Finding: The proposed General Plan Amendment is in the public interest.

Evidence: The proposed General Plan Amendment is in the Public interest because the amendment shows consistency with the General Plan as discussed within the Specific Plan Section 6, including the utilization of underutilized land and the provision of a range of housing types for the community that is generally consistent with the surrounding residential development and land use. The amendment will result in a development that improves 15th Street to the ultimate with landscaping and pedestrian connectivity thereby activating an area currently unimproved and often used for nefarious activity. In addition, the Specific Plan includes a vehicular connection from the southwest corner of the project site, through the existing City of Upland Right-of- way, ultimately connecting to Campus Avenue to protect the neighborhood to the south from additional traffic. The density is generally consistent with surrounding residential neighborhoods.

2. Finding: The proposed General Plan Amendment is consistent and compatible with the rest of the General Plan.

Evidence: The Villa Serena Specific Plan identifies consistency with the General Plan elements including the Land Use Element, Community Character and Urban Design Element, Economic Sustainability Element, Circulation Element, Open Space and Conservation Element, Public Services and Facilities Element, Healthy Community Element and the Safety Element. Analysis is provided in Section 6 of the Villa Serena Specific Plan document.

3. Finding: The potential effects of the proposed General Plan Amendment have been evaluated and have been determined not to be detrimental to the public health, safety, or welfare.

Resolution No.

Evidence: The proposed General Plan Amendment has been evaluated and determined not to be detrimental to public health, safety, or welfare. Review of the project included a review of Environmental Effects related to the project including traffic, noise, and air quality, which have been shown to not have any significant impacts. Any environmental effects potential caused by the project have been appropriately mitigated. The project has been reviewed, appropriately conditioned and approved by both the Upland Police Department and the San Bernardino County Fire Department. In addition, public input into the project has resulted in multiple changes to the project, resulting in improvements beneficial to public health, safety, and welfare.

4. Finding: The proposed General Plan Amendment has been processed in accordance with the applicable provisions of the California Government Code and CEQA.

Evidence: The proposed General Plan Amendment has been processed in accordance with the applicable provisions of the California Government Code including Title 7, Division 1, Chapter 3, Article 8, Section 65350 which regulates the amendment of General Plans and, specifically sections 65450-57, which grants authority to cities to adopt specific plans for purposes of implementing the goals and policies of their general plans. Pursuant to the California Environmental Quality Act (CEQA) Guidelines and the City's Local Guidelines, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ("EIR") should be prepared to analyze all potential adverse environmental impacts of project. The EIR was prepared and circulated in compliance with the required provisions of the CEQA Guidelines. Based on the findings contained in the EIR, it was determined that Mitigation Measures related to Biological Recourses, Geology and Soils, Cultural Resources, Noise and Vibration and Tribal Cultural Resources were required. In addition, mitigation measures are carried over from the original project initial study, which includes Utilities and Service System mitigation related to hydrology.

Section 2. California Environmental Quality Act (CEQA). Pursuant to the California Environmental Quality Act (CEQA) Guidelines and the City's Local Guidelines, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ("EIR") should be prepared to analyze all potential adverse environmental impacts of project. Based on the findings contained in the EIR, it was determined that Mitigation Measures related to Biological Resources, Geology and Soils, Cultural Resources, Noise and Vibration and Tribal Cultural Resources were required. In addition, mitigation measures are carried over from the original project Initial Study and Mitigated Negative Declaration, which includes Utilities and Service System mitigation related to hydrology

Resolution No.

Section 3. Determination. In light of the evidence presented at the hearing on this application, and based on the findings set forth above, the City Council hereby finds the requirements necessary to approve General Plan Amendment No. 23-0002.

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

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

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

PASSED, APPROVED and ADOPTED this 9th day of June, 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 9th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Resolution No.

Attachment A
The General Plan Land Use Designation of the project site, highlighted below, APN:
1045-121-04 shall be amended from Public Utilities - Flood Control (PU-FC) To Specific Plan (SP) for the Villa Serena Specific Plan.
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ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UPLAND, CALIFORNIA APPROVING ZONE CHANGE NO. ZC-21-
0002 TO AMEND THE ZONING DESIGNATION OF THE PROJECT

SITE FROM PUBLIC INSTITUTIONAL (PB/I) TO SPECIFIC PLAN (SP) LOCATED AT ASSESSOR'S PARCEL NUMBER (APN) 1045-
121-04 SHOWN IN EXHIBIT A AND TO AMEND UPLAND MUNICIPAL CODE SECTION 17.09.040 ADDING "VILLA SERENA
SPECIFIC PLAN".

WHEREAS, Colonies Partners L.P. c/o Brian Bush (Applicant) has filed applications requesting approval of the Project; and
WHEREAS, the development is considered a project as defined by the California Environmental Quality Act (CEQA), Public Resources Code Section 21000 et seq.; and
WHEREAS, the State of California Government Code Section 65300 requires the City to adopt and maintain a General Plan that contains certain elements, describes its long-term goals, and develop policies and programs to achieve those goals; and
WHEREAS; the State of California Government Code Section Government Code 65450-57 grants authority to cities to adopt specific plans for purposes of implementing the goals and policies of their general plans; and WHEREAS, the City of Upland is the lead agency for the preparation and consideration of environmental documents for the Project, as defined in the California Environmental Quality Act and the State of California Guidelines for the Implementation of the California Environmental Quality Act; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ("EIR") should be prepared to analyze all potential adverse environmental impacts of project; and WHEREAS, in accordance with Sections 15063 and 15082 of the CEQA Guidelines, a Notice of Preparation (NOP) of an Environmental Impact Report (EIR) was prepared and circulated on February 8, 2022. The NOP was circulated to the public, local and state agencies, and other interested parties to solicit comments on the project and a public scoping meeting was held on June 8, 2022; and WHEREAS, based on the responses to the Notice of Preparation, the City prepared a Draft EIR and a formal Notice of Completion ("NOC") of the Draft EIR with the State Clearinghouse and the Clerk of the Board of Supervisors on May 28, 2024; and
WHEREAS, a Notice of Availability was prepared and circulated for the required 45-day public review period from May 28, 2024, to July 11, 2024, pursuant to Section 15105(c) of the State CEQA Guidelines. Copies of the Draft EIR were available for public review at the Planning Division Public Counter and Public Library as well as the City of Upland website; and,

Ordinance No.

WHEREAS, due to a distribution error and the incorporation of updated technical studies and minor edits to the Specific Plan, the City recirculated the Draft EIR pursuant to Section 15088.5 of the CEQA Guidelines. A second full 45-day public review period ran from November 4, 2024 to December 18, 2024; and WHEREAS, the City received a total of 22 comment letters from regional agencies, tribal parties, and individuals during the two rounds of review; and WHEREAS, following the close of the public comment period and after review of the comments received on the Draft EIR, the City prepared a Final EIR, consisting of comments received on the Draft EIR, written responses to those comments, and minor modifications that do not require recirculation of the Draft EIR. For purposes of this Resolution, the "EIR" shall refer to the Final EIR and Draft EIR, including all of the technical studies and appendices to the Draft EIR; and WHEREAS, all of the requirements of CEQA and the State CEQA Guidelines have been satisfied by the City of Upland in the EIR, which is sufficiently detailed so that all of the potentially significant environmental effects of the Proposed Project have been adequately evaluated; and
WHEREAS, the EIR prepared in connection with the Project sufficiently implement mitigation measures necessary to avoid the Project's potential environmental impacts in accordance with CEQA and the State CEQA Guidelines; and WHEREAS, the City of Upland Planning Division on April 1, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project site indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Division on April 2, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020; and
WHEREAS, the City of Upland Planning Division on April 2, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Commission on April 23, 2025, reviewed the FEIR and Mitigation Measures and made a recommendation that the City Council of the City of Upland approved the Final Environmental Impact Report ("FEIR") and Mitigation Monitoring and Reporting Program ("MMRP"); and WHEREAS, the City of Upland Planning Division on May 15, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project site indicating the date and time of the public hearing in compliance with state law concerning the Project; and

Ordinance No.

WHEREAS, the City of Upland City Clerk on May 19, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland City Clerk on May 19, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020; and
WHEREAS, the City of Upland City Council on June 9, 2025, reviewed the Final Environmental Impact Report and Mitigation Monitoring and Reporting Program and Certified the document.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF UPLAND DOES ORDAIN AS FOLLOWS:

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

Section 2. Ordinance: Amending the Municipal Code.

1. Amend the Zoning Designation of the project site APN: 1046-481-14 from Public/Institutional (PB/I) to Specific Plan (SP) as shown in Exhibit A, attached hereto and incorporated herein by reference

2. Section 17.09.040 of Chapter 17.09 of Title 17 of the Upland Municipal Code is hereby amended as follows:
"§ 17.09.040. Specific Plan Overlay Zone.

Refer to the applicable specific plan document for land use regulations, development standards, and application review procedures associated with that specific plan. The city contains the following specific plan areas:

1. The Colonies (SPR-7)

2. Upland Hills Country Club (SPR-6)

3. Historic Downtown Upland (SPR-16)

4. College Park (SPR-9)

5. College Commerce Center (SPR-8)

6. Harvest at Upland (SPR-12)

7. Foothill Benson Terrace (SPR-11)

8. Foothill Walk (SPR-10)

9. Wyeth Cove (SPR-13)

10. Park View (SPR-14)

11. Enclave (SPR-15-01)

12. Villa Serena Specific Plan (SP-23-0002)"

Ordinance No.

Section 3. FINDINGS. The City Council hereby makes the following findings and determinations in connection with the approval of the Ordinance:

A. The above Recitals are true and correct and are incorporated herein by this reference.

B. Upland Municipal Code Section 17.48.060 provides that the Planning Commission, before it may recommend a Zoning Map Amendment, shall make a determination to allow the activity based upon the following findings:

1. Finding: The proposed amendment is consistent with the General Plan and any applicable community or specific plan as provided by Government Code Section 65860.

Evidence: The project is inclusive of a General Plan Amendment to amend the Land Use Designation of the Project from Public Utilities - Flood Control (PU-FC) to Specific Plan (SP). This Zoning Amendment is to amend the Zoning from Public/Institutional (PB/I) to Specific Plan (SP). Government Code Section 65860 requires a city's zoning ordinance to be consistent with the general plan, therefore the project is consistent with Government Code Section 65860.

2. Finding: The proposed amendment will not be detrimental to the public interest, health, safety, or welfare of the City.

Evidence: The proposed Zoning Amendment will not be detrimental to the public interest, health, safety, or welfare because the amendment will result in residentially zoned land via the Specific Plan, consistent with the surrounding residential land uses. The project will result in additional property tax generation. All impacts caused by the project have been determined to be less then significant, with potentially significant impacts being mitigated to ensure impacts are less then significant. The project has been reviewed and appropriately conditioned by Building and Safety, Public Works and Police and Fire Services to further ensure public interest, health, safety, or welfare of the City.

3. Finding: The proposed amendment is internally consistent with other applicable provisions of the Zoning Ordinance.

Evidence: The proposed text amendment adds the Villa Serena Specific Plan to the list of Specific Plans within the Zoning Ordinance, thereby making direct reference to the specific plan within the UMC 17.09.040 ensuring the document is consistent with and integrated with the Zoning Ordinance.

4. Finding: The affected site is physically suitable in terms of design, location, shape, size, and other characteristics to ensure that the

Ordinance No.

proposed uses and development will not endanger, jeopardize, or otherwise constitute a hazard to the property, surrounding properties, and the community at large.

Evidence: Plans were submitted with the application that show the site is physically suitable in terms of design, location, shape, and size. The plans show adequate space for the implementation of the specific plan, including the development of the 65 residential homes, private and common open space as well as necessary infrastructure improvements to serve the development. The plans show the proposed architectural and landscape design makes use of appropriate materials, texture, and color, and will remain aesthetically appealing and appropriately maintained. The Storm Drain Improvement plans show the basin will continue to operate adequately. The project has been appropriately conditioned by Police and Fire Services, and mitigation measures have been incorporated into the project to ensure the new development does not endanger, jeopardize, or otherwise constitute a hazard to the property, surrounding properties, and the community at large.

Section 4. Determination. In light of the evidence presented at the hearing on this application, and based on the findings set forth above, the City Council hereby finds the requirements necessary to approve Zone Change No. ZC-21-0002.

Section 5. Compliance with California Environmental Quality Act. Pursuant to the California Environmental Quality Act (CEQA) Guidelines and the City's Local Guidelines, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ('HEIR") should be prepared to analyze all potential adverse environmental impacts of project. Based on the findings contained in the EIR, it was determined that Mitigation Measures related to Biological Recourses, Geology and Soils, Cultural Resources, Noise and Vibration and Tribal Cultural Resources were required. In addition, mitigation measures are carried over from the original project Initial Study and Mitigated Negative Declaration, which includes Utilities and Service System mitigation related to hydrology.

Section 6. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 7. Effective Date. This Ordinance shall become effective thirty (30) days from its adoption.

Section 8. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published in a newspaper of general

Ordinance No.

circulation printed and published within the City of Upland, pursuant to all legal requirements.

PASSED, APPROVED, AND ADOPTED this day of ,
2025.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, California, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Upland held on the 9th day of June, 2025, and was adopted at a regular meeting of the City Council of the City of Upland on the day of , 2025, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Ordinance No.

Attachment A
The Zoning District of the project site, highlighted below, APN: 1045-121-04 shall be amended from Public/Institutional (PB/I) To Specific Plan (SP) for the Villa Serena Specific Plan.
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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA ADOPTING THE VILLAS SERENA
SPECIFIC PLAN (SPECIFIC PLAN NO. 23-0002) TO

ESTABLISH THE LAND USE REGULATIONS FOR SITE

SPECIFIC DEVELOPMENT STANDARDS, DESIGN

GUIDELINES FOR THE PLANNED RESIDENTIAL

DEVELOPMENT, INCLUDING OPEN SPACE AND PUBLIC

INFRASTRUCTURE FOR THE PROJECT SITE LOCATED AT
ASSESSOR'S PARCEL NUMBER (APN) 1045-121-04.

WHEREAS, Colonies Partners L.P. c/o Brian Bush (Applicant) has filed applications requesting approval of the Project; and
WHEREAS, the development is considered a project as defined by the California Environmental Quality Act (CEQA), Public Resources Code Section 21000 et seq.; and
WHEREAS, the State of California Government Code Section 65300 requires the City to adopt and maintain a General Plan that contains certain elements, describes its long-term goals, and develop policies and programs to achieve those goals; and
WHEREAS; the State of California Government Code Section Government Code 65450-57 grants authority to cities to adopt specific plans for purposes of implementing the goals and policies of their general plans; and WHEREAS, the City of Upland is the lead agency for the preparation and consideration of environmental documents for the Project, as defined in the California Environmental Quality Act and the State of California Guidelines for the Implementation of the California Environmental Quality Act; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ("EIR") should be prepared to analyze all potential adverse environmental impacts of project; and WHEREAS, in accordance with Sections 15063 and 15082 of the CEQA Guidelines, a Notice of Preparation (NOP) of an Environmental Impact Report (EIR) was prepared and circulated on February 8, 2022. The NOP was circulated to the public, local and state agencies, and other interested parties to solicit comments on the project and a public scoping meeting was held on June 8, 2022; and WHEREAS, based on the responses to the Notice of Preparation, the City prepared a Draft EIR and a formal Notice of Completion ("NOC") of the Draft EIR with the State Clearinghouse and the Clerk of the Board of Supervisors on May 28, 2024; and
WHEREAS, a Notice of Availability was prepared and circulated for the required 45 day public review period from May 28, 2024, to July 11, 2024, pursuant

Resolution No.

to Section 15105(c) of the State CEQA Guidelines. Copies of the Draft EIR were available for public review at the Planning Division Public Counter and Public Library as well as the City of Upland website; and
WHEREAS, due to a distribution error and the incorporation of updated technical studies and minor edits to the Specific Plan, the City recirculated the Draft EIR pursuant to Section 15088.5 of the CEQA Guidelines. A second full 45-day public review period ran from November 4, 2024 to December 18, 2024; and WHEREAS, the City received a total of 22 comment letters from regional agencies, tribal parties, and individuals during the two rounds of review; and WHEREAS, following the close of the public comment period and after review of the comments received on the Draft EIR, the City prepared a Final EIR, consisting of comments received on the Draft EIR, written responses to those comments, and minor modifications that do not require recirculation of the Draft EIR. For purposes of this Resolution, the "EIR" shall refer to the Final EIR and Draft EIR, including all of the technical studies and appendices to the Draft EIR; and WHEREAS, all of the requirements of CEQA and the State CEQA Guidelines have been satisfied by the City of Upland in the EIR, which is sufficiently detailed so that all of the potentially significant environmental effects of the Proposed Project have been adequately evaluated; and
WHEREAS, the EIR prepared in connection with the Project sufficiently implement mitigation measures necessary to avoid the Project's potential environmental impacts in accordance with CEQA and the State CEQA Guidelines; and WHEREAS, the City of Upland Planning Division on April 1, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project site indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Division on April 2, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020; and
WHEREAS, the City of Upland Planning Division on April 2, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland Planning Commission on April 23, 2025, reviewed the Final Environmental Impact Report ("FEIR") and Mitigation Measures and recommended that the City Council of the City of Upland approved the FEIR and Mitigation Monitoring and Reporting Program ("MMRP"); and

Resolution No.

WHEREAS, the City of Upland Planning Division on May 15, 2025, mailed the public hearing notice to each property owner within a 1500-foot radius of the project site indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland City Clerk on May 19, 2025, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, the City of Upland City Clerk on May 19, 2025 posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section

17.46.020; and
WHEREAS, the City of Upland City Council on June 9, 2025, reviewed the FEIR and MMRP and Certified the document.

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

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

Section 2. Specific Plan. The City Council of the City of Upland adopts Specific Plan No. SP-21-0002 to establish the Villa Serena Specific Plan Specific Plan on the project site as shown in Exhibit A, attached hereto and incorporated herein by reference.

Section 3. Findings. The City Council hereby makes the following findings and determinations in connection with the approval of the Project:

A. The above Recitals are true and correct and are incorporated herein by this reference.

B. The project is consistent with various goals and policies of the General Plan Land Use Element, Focus Areas Element, Community Character and Urban Design Element, Circulation Element, Open Space and Conservation Element, Healthy Community Element and Safety Element as detailed within the Villa Serena Specific Plan, Section 6.

C. The Project is consistent with the following Housing Element Goals and Policies:

1. Policy HE-2.2 Housing Diversity. Provide high-quality housing in a range of types, densities, and unit sizes that meet the housing needs of residents of all income levels and household types. This includes single- and multiple-family housing, senior developments, mixed-use projects, and transit-oriented developments.

Resolution No.

Fact: The project provides 65 new market-rate single-family homes generally consistent with the surrounding neighborhood, meeting the housing needs of many in the community. The Project is consistent with this policy.

2. Policy HE-2.3 Housing Design. Require adherence to design standards with respect to site planning, materials and colors, building treatments, landscaping, open space, parking, and environmentally sustainable design practices that adhere to standards set in general plan and design guidelines.

Fact: Development standards contained in the Specific Plan require uniform and high quality design of residential dwellings, the installation of infrastructure adequate to serve the community, comprehensive and cohesive landscaping for the community to include shade trees, shrubs, and groundcover, requirements that a master sign program be approved by the City, and lighting regulations to ensure uniformity of fixture design and placement along streets and within common area open space. In addition, the project provides ample parking for future residential use.

The Project is consistent with this policy.

D. California Government Code 65450 - 65457 requires a text and a diagram or diagrams which specify all of the following in detail:

1. The distribution, location, and extent of the uses of land, including open space, within the area covered by the plan.

Evidence: The proposed specific plan includes multiple maps, diagrams and language detailing the specific location of the proposed specific plan.

Specifically, Section 1 of the Villa Serena Specific Plan Document provides necessary maps, diagrams and language.

2. The proposed distribution, location, and extent and intensity of major components of public and private transportation, sewage, water, drainage, solid waste disposal, energy, and other essential facilities proposed to be located within the area covered by the plan and needed to support the land uses described in the plan.

Evidence: The Villa Serena Specific Plan identifies these elements, specifically within Section 2, Development Plan. This section identifies the development plan, including plans for sewage, water, drainage, solid waste disposal, energy, and other essential facilities.

3. Standards and criteria by which development will proceed, and standards for the conservation, development, and utilization of natural resources, where applicable.

Resolution No.

Evidence: The Villa Serena Specific Plan identifies these elements, specifically within Section 3, Development Regulations.

4. A program of implementation measures including regulations, programs, public works projects, and financing measures necessary to carry out paragraphs (1), (2), and (3).

Evidence: The Villa Serena Specific Plan identifies these elements, specifically within Section 5, Implementation and Administration.

Section 4. California Environmental Quality Act (CEQA). Pursuant to the California Environmental Quality Act (CEQA) Guidelines and the City's Local Guidelines, pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.) ("CEQA"), the City of Upland as the lead agency determined that an Environmental Impact Report ("EIR") should be prepared to analyze all potential adverse environmental impacts of project. Based on the findings contained in the EIR, it was determined that Mitigation Measures related to Biological Resources, Geology and Soils, Cultural Resources, Noise and Vibration and Tribal Cultural Resources were required. In addition, mitigation measures are carried over from the original project Initial Study and Mitigated Negative Declaration, which includes Utilities and Service System mitigation related to hydrology Section 5. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

Section 6. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 7. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 9th day of June, 2025.

Bill Velto, Mayor

Resolution No.

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 9th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

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1.Villa Serena Specific Plan
CITY OF UPLAND I MARCH 2025

VILLA SERENA SPECIFIC PLAN
March 2025
Applicant:

The Colonies Partners, L.P.

Consultants:

Architerra Design Group
Deborah Linn Planning Consultant
KB Home
Madole &Associates, Inc.

TABLE OF CONTENTS
Section 1. Introduction

1.1 Project Overview 1.1

1.2 Project Setting 1.4

1.3 Purpose and Authority 1.4

1.3.1 Purpose 1.4

1.3.2 Authority of the Specific Plan 1.6

1.4 Objectives 1.6

1.5 Project Summary 1.7

1.5.1 Residential 1.7

1.5.2 Open Space 1.7

1.5.3 Pedestrian and Bicycle Connectivity 1.8

1.5.4 Infrastructure 1.8

1.6 Governing Documents 1.8

1.6.1 General Plan 1.8

1.6.2 Specific Plan 1.9

1.6.3 Subdivision Maps 1.9

1.6.4 Development Plan Review 1.9

1.6.5 Covenants,Conditions,and Restrictions 1.9

1.7 CEQA Compliance 1.9

1.8 Specific Plan Components 1.9
Section 2. Development Plan

2.1 Land Use 2.1

2.1.1 Residential Use 2.1

2.1.2 Open Space Use 2.1

2.2 Circulation 2.3

2.2.1 15th Street 2.3

2.2.2 Project Streets 2.3

2.2.3 Pedestrian and Bicycle Mobility 2.7

2.3 Infrastructure and Public Services 2.7

2.3.1 Water 2.7
1

TABLE OF CONTENTS

2.3.2 Sanitary Sewer 2.7

2.3.3 Storm Drain and Water Quality Management 2.11

2.4 Public Utilities 2.11

2.4.1 Telephone and Cable 2.11

2.4.2 Natural Gas 2.11

2.4.3 Electricity 2.11

2.4.4 Solid Waste 2.11

2.4.5 Schools 2.11

2.5 Basin Modifications and Project Grading 2.13

2.6 Fire Safety 2.15
Section 3. Development Regulations

3.1 Introduction 3.1

3.2 Definition of Terms 3.1

3.3 Applicability 3.1

3.4 General Site Development Standards 3.1

3.5 Green and Sustainable Development Standards 3.1

3.6 Permitted Uses and Structures 3.2

3.7 Residential Development Standards 3.3

3.8 Temporary Uses 3.5

3.9 Open Space Development Standards 3.5

3.10 Landscaping, Fencing, and Walls 3.5

3.10.1 Landscape and Irrigation Standards 3.5

3.10.2 Fence and Wall Standards 3.6

3.11 Signage 3.6

3.11.1 Master Sign Program Contents 3.6

3.12 Lighting 3.7

3.12.1 General Requirements 3.7

3.12.2 Public Street Lights 3.7

3.12.3 Private Street Lighting Fixtures 3.7

3.12.4 Common Area Open Space Lighting 3.7
II

TABLE OF CONTENTS
Section 4. Design Criteria

4.1 Purpose and Intent 4.1

4.2 Landscape Design 4.1

4.2.1 Landscape Elements 4.1

4.2.2 Community Entries 4.5

4.2.3 Streetscapes 4.5

4.2.4 Open Space and Connectivity 4.17

4.3 Walls and Fencing 4.26

4.3.1 Community Walls 4.26

4.3.2 Residential Walls and Fences 4.26

4.3.3 Other Fences 4.26

4.4 Outdoor Lighting 4.26

4.4.1 Entry Monument Lighting 4.26

4.4.2 Open Space Areas and Walkway Lighting 4.32

4.5 Signs 4.32

4.5.1 Sign Program Objectives 4.32

4.5.2 Sign Design Criteria 4.32

4.6 Architectural Design 4.32

4.6.1 Spanish Influenced Style 4.33

4.6.2 Italianate Influences 4.35

4.6.3 French Country Influences 4.37

4.6.4 Architectural Enhancements 4.39
Section 5. Implementation and Administration

5.1 Methods and Applicability 5.1

5.2 Severability 5.1

5.3 Interpretation 5.1

5.4 Development Review 5.1

5.4.1 Subdivision Maps 5.1

5.4.2 Site Plan and Design Review 5.1

5.5 Specific Plan Modifications and Amendments 5.2 iii

TABLE OF CONTENTS

5.5.1 Modifications 5.2

5.5.2 Specific Plan Amendments 5.2

5.6 Appeals 5.2

5.7 Compliance with Mitigation Measures and Conditions of Approval 5.2

5.8 Project Financing 5.3

5.8.1 Facilities and Services 5.3

5.8.2 Facilities and Services 5.3

5.9 Project Phasing 5.3

5.10 Maintenance 5.3
Section 6. General Plan Consistency

6.1 Land Use Element 6.1

6.2 Community Character and Urban Design Element 6.3

6.3 Economic Sustainability Element 6.15

6.4 Circulation Element 6.15

6.5 Open Space and Conservation Element 6.16

6.6 Public Services and Facilities Element 6.22

6.7 Healthy Community Element 6.25

6.8 Safety Element 6.26
List of Tables
Table 2.1
Statistical Summary 2.1
Table 3.1
Residential Development Standards 3.4
Table 4.1
Suggested Plant List 4.2
Table 5-1
Project Maintenance Matrix 5.5
Iv

TABLE OF CONTENTS
List of Exhibits
Exhibit 1
Regional Context Map 1.2
Exhibit 2
Project Vicinity Map 1.3
Exhibit 3
Project Setting 1.5
Exhibit 4
Land Use Plan 2.2
Exhibit 5
Master Plan of Circulation 2.4
Exhibit 6
Street Cross Sections 2.5
Exhibit 7
Street Cross Sections 2.6
Exhibit 8
Pedestrian and Bicycle Mobility 2.8
Exhibit 9
Water Master Plan 2.9
Exhibit 10
Sewer Master Plan 2.10
Exhibit 11
Storm Drain Master Plan 2.12
Exhibit 12
Conceptual Basin Modification Plan 2.14
Exhibit 13
Conceptual Grading Plan 2.16
Exhibit 14
Conceptual Grading Plan Cross Sections 2.17 Exhibit 15
Fire Safety Plan 2.18
Exhibit 16
Conceptual Landscape Plan 4.4
Exhibit 17
Primary Community Entry 4.6
v

TABLE OF CONTENTS
Exhibit 18
Primary Community Entry Elevation View 4.7
Exhibit 19
Secondary Entry 4.8
Exhibit 20
Streetscape Key Map 4.9
Exhibit 21
Streetscape Sections 4.10
Exhibit 22
Streetscape Sections 4.11
Exhibit 23
Streetscape Sections 4.12
Exhibit 24
Streetscape Sections 4.13
Exhibit 25
Streetscape Sections 4.14
Exhibit 26
Streetscape Sections 4.15
Exhibit 27
Streetscape Sections 4.16
Exhibit 28
Central Open Space Plan 4.18
Exhibit 29
Pocket Parks 4.19
Exhibit 30
Pocket Parks 4.20
Exhibit 31
Central Mailbox Plan 4.21
Exhibit 32
Open Space Amenities 4.22
Exhibit 33
Open Space Amenities 4.23
Exhibit 34
Open Space Amenities 4.24
Exhibit 35
Open Space Amenities 4.25
vI

TABLE OF CONTENTS
Exhibit 36
Wall and Fence Plan 4.27
Exhibit 37
Wall and Fence Plan 4.28
Exhibit 38
Basin Trail Fence Plan 4.29
Exhibit 39
Wall and Fence Details 4.30
Exhibit 40
Typical Street Light Fixture 4.31
Exhibit 41
Spanish Style 4.34
Exhibit 42
Italianate Style 4.36
Exhibit 43
French Country Style 4.38
Exhibit 44
Architectural Enhancements Key Map 4.40
Exhibit 45
Enhanced Elevation Spanish Style 4.41
Exhibit 46
Enhanced Elevation French Country Style 4.42
Exhibit 47
Enhanced Elevation Italianate Style 4.43
vii

SECTION 1. INTRODUCTION
Section 1. Introduction Plan are influenced and inspired by Spanish, Italianate, and French Country that echo the

1.1 Project Overview classic architecture of the Southern Californian The Villa Serena Specific Plan (Specific Plan) regions. The Specific Plan integrates styles, ele- is a proposal by The Colonies Partners, L.P. ments, and a mix of materials from both estab- (Applicant) to develop a gated residential corn- lished and newer residential communities locat- munity on approximately 9.16 gross acres owned ed near the Project Site. The use of Spanish roof by the applicant (Project Site) and to improve tiles, gable end details, and delicate metal rails approximately .78 additional acres off site adja- reflects the classic Spanish style of the histori- cent to the Project Site for open space and cir- cal Upland communities. Similarly, the vertical culation purposes in the City of Upland. The corner details, symmetry, and arched openings of Project Site is generally located north of 15th the Italianate style, and the corbels, stone siding, Street and east of North Campus Avenue as il- and steep roof pitches of the French Country lustrated in Exhibit 1, "Regional Context Map" architectural style, capture the details of the past and as further described in the "Project Vicinity and present styles of Upland homes. The new Map," Exhibit 2. homes planned within the Project Site are de- The Project Site is an infill site with single family signed to reflect the massing and scale of existing residential uses adjacent to the Project Site on neighboring homes by using similar proportions, the south, west, and southeast, and the Upland heights, and footprints allowing for the new Hills Country Club and residential commu- community to comfortably blend with the exist- nity adjacent to the Project Site to the north. ing neighborhood and the community at large.

An existing flood control basin is located adja- Construction of new Project roadways and in- cent to the Project Site to the east.A Southern frastructure is planned to connect to existing California Edison substation is located in prox- facilities located adjacent to the Project Site. The imity to the Project Site on the northwest.A rec- proposed plan reduces the need for construction reational vehicle storage yard is located to the of additional arterial and major roadway im- southwest of the Project Site. The Specific Plan provements to serve the Project Site. is a comprehensive plan for development of 65 The proximity of the Project Site within walk- single family detached residential units at a den- ing and biking distance to existing recreation- sity of 7.10 dwelling units per acre and on-site al and commercial facilities can help to reduce active and passive recreational amenities within automobile trips to and from the Project Site. common open space areas. The Specific Plan The Project provides pedestrian and bicycle con- also includes a plan for the extension of existing nectivity to a nearby Sierra Vista Park, located 15th Street improvements from the Project Site approximately .5 miles southwest of the Project westerly to the terminus of East 15th Street pro- Site to Upland Memorial Park located approxi- viding a private access roadway and entry to the mately .8 miles south of the Project Site and to Project as well as construction of off-site public the existing public trail located along the rim open space improvements. of a flood control basin located adjacent to the The new community planned as part of the Project Site on the east. Commercial services Specific Plan incorporates the traditional hous- within biking distance from the Project Site are ing styles of Upland, California, while also re- located within one mile of the Project Site at the flecting the architecture of recently built neigh- Colonies Crossroads Center located at North borhoods. The architectural styles of the Specific Campus Avenue and 19th Street. This regional

1.1

SECTION 1. INTRODUCTION
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Regional Context Map
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1.2

SECTION 1. INTRODUCTION
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1.3

SECTION 1. INTRODUCTION
commercial center offers residents a supermar- 1.3 Purpose and Authority ket, restaurants, personal services, entertainment,
and home goods for residents in the vicinity 1.3.1 Purpose The Specific Plan is designed to create a distinc- The Villa Serena Specific Plan implements a tive sense of place for residents in a gated corn- General Plan Amendment changing the General munity with a pedestrian and bicycle friend- Plan Land Use Map for the Project Site from ly street system creating an atmosphere where Public Flood Control/Recharge (FC/R) to Villa neighbors can visit with one another while walk- Serena Specific Plan (SP), allowing residential ing throughout the community. Common area land use development at a density of 7.10 dwell- open space within the community offers active ing units per acre consistent with surrounding and passive recreational amenities for residents residential single family low (SFR-L) and single and a community gathering place for residents. family medium (SFR-M) development locat- Homes are planned to front onto streets, en- ed adjacent to the Project Site. Adoption by the abling residents to have their "eyes on the street," City of the Specific Plan by ordinance changes promoting a safe hometown feel and encourag the City's Zoning Map for the Project Site from ing interaction among neighbors. Public (PB-FC) to "Villa Serena Specific Plan." The adoption of the Villa Serena Specific Plan

1.2 Project Setting (Specific Plan) implements the General Plan The physical setting of the Project Site is il- land use designation of SP through the establish- lustrated on Exhibit 3, "Project Setting." The ment of site specific zoning regulations for the Project Site comprises a portion of an approx- development of the Project Site. imately 20 acre flood control detention basin. The Specific Plan is a comprehensive plan for The City of Upland has determined a 9.16 acre development of residential and open space land portion of the flood control detention basin, uses and infrastructure improvements to serve comprising the Project Site, to be a surplus the development. The Specific Plan establishes parcel suitable for development of residential the development regulations and design criteria uses with the remaining approximately 11 acres for development of the Project. The Specific Plan of the flood control detention basin to be ad- also establishes the procedures and requirements equate for continued flood control operations enabling City review and approval of develop- pursuant to completion of modifications to ment the Project thereby ensuring that the City's portions of the basin as part of the Project. As General Plan, as amended for the Project Site, is part of the Project, access for flood control de- implemented. tention basin maintenance vehicles is provided
through the Project Site with a gated entry to the
basin located at the easterly edge of the Project
boundary.

1.4

SECTION 1. INTRODUCTION
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177 AREA OF OFF-SITE CIRCULATION AND OPEN SPACE IMPROVEMENTS Exhibit 3 Source:Madole&Associates,Inc./Google Maps Project Setting "
(1_13'

1.5

SECTION 1. INTRODUCTION

1.3.2 Authority of the Specific Plan • Create a strong sense of arrival into the State of California Government Code,Title 7, Project Site through an enhanced community Division 1, Chapter 3,Article 8, Section 65450- entry. 57, grants authority to cities to adopt spe- • Provide for on-site recreational opportunities cific plans for purposes of implementing the for residents through provision of common goals and policies of their general plans. The area open space within the community offer- Government Code specifies that specific plans ing active and passive recreational amenities may be adopted either by resolution or by ordi- for all age groups. nance and that the specific plan must be con-
•sistent with the general plan. The Government Provide for public off-site recreational oppor- tunities through the development of passive
Code sets forth the minimum requirements and
review procedures for specific plans including open space. provision of a land use plan, an infrastructure Objective 2:
and public services plan, criteria and standards Design a development plan which ensures the for development, and implementation measures. community is adequately served by public fa- The Government Code also states that specific cilities, infrastructure, and utilities without the plans may address any other subjects which, in need for extensions or improvements to existing the judgment of the city, are necessary or desir- public facilities through the following measures:
able for implementation of the general plan.
• Provide for a simple two way private street

1.4 Objectives system connecting to an existing public The Specific Plan addresses the following plan- arterial roadway, and minimize points of ning and design objectives to ensure that de- access to existing roadways. velopment of the Project Site is consistent with • Provide for a pedestrian and bicycle friend- the City's General Plan, as amended, and serves ly circulation system providing connectivi- as a foundation for the design of a residen- ty within the community and connecting to tial community which provides a sense of place 15th Street where pedestrians and bicyclists for residents and responds to the existing sur- can access existing public streets, trails, and rounding built environment. Consistency of sidewalks.
the Project with the General Plan is discussed
•
in Section 6,"General Plan Consistency," of the Provide for adequate storm water collection Specific Plan. within the Project Site to contain on-site and off site flows affecting the property.

Objective 1: • Provide for adequate wastewater facilities on- Foster a sense of community and promote a uni- site and ensure that adequate capacity is avail- fied and cohesive neighborhood environment able within existing public sewer facilities to through the following design measures: serve the Project Site. • Create a distinctive community design with • Provide on-site facilities for water quality a well designed entry, streetscapes,walls, and treatment and ground water replenishment. entry monument. • Participate in payment of appropriate • Provide for architectural diversity within the Development Impact Fees to accommodate community with varying residential floor the public service needs generated by the plans and architectural styles. community.

1.6

SECTION 1. INTRODUCTION
Objective3: 1.5 Project Summary
Incorporate the following green and sustainable 'The Specific Plan is a comprehensive plan for the design features into the development plan. development of up to 65 single family detached residential dwelling units designed around a pri-
• Design homes with opportunities for remote
vate two way street system with pedestrian walk-
working allowing people to work from home
ways linking residences to on-site common area
reducing driving time and vehicle emissions. open space and to existing adjacent roadways • Incorporate native plant materials and/or connecting to existing nearby recreational ame- drought tolerant plant materials within the nities and commercial services. The Project street landscaping of public spaces, and encourage system provides walking and biking connectivity homeowners to utilize drought tolerant plant from the Project Site to 15th Street enabling res- materials in private yard areas. idents to walk or bike to the nearby Sierra Vista • Design homes with currently available tech- Park located approximately .5 miles southwest of nology for internet access allowing residents the Project Site, Upland Memorial Park located to shop and work on-line, helping to reduce approximately .8 miles south of the Project Site vehicle trips to employment centers and and the Colonies Crossroads commercial center sho PP ing. located north of the Project Site. • Incorporate passive solar design and energy ef- 1.5.1 Residential ficient construction materials and techniques Sixty five single family detached residential into residential design such as cool roofs, dual dwellings are planned at a density of 7.10 dwell- pane windows, increased insulation to mini- ing units per acre designed in a variety of styles mize heat transfer and thermal bridging, and and floor plans. The Project incorporates three roofs designed to accommodate homeown- distinctive architectural styles for homes in- er installation of solar panels to help reduce fluenced and inspired by Spanish, Italianate, energy demand. and French Country architecture as depicted • Implement "dark sky friendly" outdoor light- in Section 4.6 "Architectural Design." Private ing within streets and common area open streets within the Project provide access to res- space. idential dwellings. All residential dwellings are planned as street fronting units.
• Provide for a plant palette which includes
canopy trees to achieve natural ventilation 1.5.2 Open Space and cooling and use of water conserving land- The Project includes provision of approximate- scape plant materials and irrigation systems. ly 1.02 acres of private on-site common area • Provide for a landscape and irrigation plan open space distributed throughout the corn- consistent with Upland Municipal Code munity. On-site common area open space in- Chapter 17.12 (Landscaping) and the State cludes a .23 acre recreational area to include a Model Water Efficient Landscape Ordinance swimming pool, a pool house with restrooms, (23 C.C.R§ 490 et seq.) and barbeque and picnic areas. Five individu- al pocket parks totaling .79 acres are planned
for passive recreational use by residents. Pocket
parks will include shady landscaped areas with
benches, picnic tables, a putting green, children's

1.7

SECTION 1. INTRODUCTION
play areas, and a trail connecting the community part of the Project, site improvements, as de- to the existing basin trail adjacent to the Project scribed in Section 2, "Development Plan,"will Site. be made to the entire Upland Basin flood con- trol public open space improvements include trol and detention basin to create the Project a .15 acre park adjacent to the Project Site acces- Site suitable for residential development and to sible from 15th Street. ensure the downstream flows to the basin are not impacted.

1.5.3 Pedestrian and Bicycle Connectivity
The Project includes a private two way street 1.6 Governing Documents system with sidewalks on-street and off-street The adoption of the Specific Plan is the first step providing pedestrian connectivity as well as bicy- in a process leading to the development of the cle accessibility throughout the Project. The con- Project. The development of the Project is gov- nection of the Project street and walkway system erned by the following documents. to 15th Street provides for on-street bicycle and 1.6.1 General Plan pedestrian connectivity within the community
and connectivity to commercial services located California Government Code (Title 7, at North Campus Avenue and 19th Street, ap Division 1, Chapter 3,Article 8, Section 65450- proximately one mile to the north of the Project 65457, permits the adoption and administra- Site, and to Sierra Vista Park, approximately .5 tion of a specific plan as an implementation tool miles southwest of the Project Site and Upland for elements contained in the local general plan.

Specific plans must demonstrate consistency in
Memorial Park located approximately.8 miles
south of the Project Site. Private pedestrian and regulations, guidelines, and programs with the goals and policies set forth in the general plan.
bicycle connectivity through the community to
open space is provided through the on-site street In September 2015 the City adopted the "City system and a private pocket park trail extending of Upland General Plan"which sets forth the through the Project connecting to the existing following topics to address the state mandated adjacent public basin trail. Public bicycle and pe- general plan elements:
destrian access to the off-site basin trail is pro- • Land Use vided within a separate trail extending from 15th
•
Street to the public basin trail. Circulation
• Housing

1.5.4 Infrastructure
•
The Specific Plan proposes new on-site road- Open Space and Conservation ways, water mains, sewer mains, and drain- • Safety (which includes the state mandated age facilities designed to connect to 15th Street Noise Element) and existing public facilities located within 15th In addition to the state mandated elements, the Street.As part of the Project, an unimproved City of Upland General Plan includes the fol- portion of 15th Street right of way between lowing elements:

Fernando Avenue and the terminus of East 15th
Street to the west will be completed provid- • Focus Areas ing access to the residential component of the • Community Character and Urban Design Project. Expansion of existing infrastructure fa- • Economic Sustainability cilities is not necessary to serve the Project. As
• Healthy Community

1.8

SECTION 1. INTRODUCTION
The Villa Serena Specific Plan implements a 1.6.4 Development Plan Review General Plan Amendment changing the General Applicable provisions of Upland Municipal Plan Land Use Map for the Project Site from Code,Title 17, (Planning and Zoning) Section Public Flood Control/Recharge (FC/R) to Villa 17.44.030 (Development Plan Review) shall Serena Specific Plan (SP) allowing residential apply to the review and approval of the site de- land use development at a density of 7.10 dwell- velopment plans for the proposed Project. ing units per acre. The Specific Plan is consistent
with applicable goals, objectives, and policies of 1.6.5 Covenants,Conditions, the Upland General Plan, as amended, pertain- and Restrictions ing to the planned development as described in Covenants, Conditions, and Restrictions Section 6, "General Plan Consistency." (CC&Rs) approved by the City serve to ensure and enforce quality design of the Project over the

1.6.2 Specific Plan long term and the continued uniform mainte- The Specific Plan serves as the legal document to nance of streets, common areas, and street and implement the General Plan land use designa- common area landscaping. tion for the Project Site of Villa Serena Specific
Plan (SP) and provides the zoning for develop- 1.7 CEQA Compliance ment of the Project Site as a residential commu- An Environmental Impact Report (EIR) pre- nity at a density of 7.10 dwelling units per acre. pared by the City of Upland for the Project in The Specific Plan establishes land use and devel- accordance with the California Environmental opment regulations designed to govern devel- Quality Act (CEQA) and City requirements opment of the Project. In instances where the considers the potential environmental impacts Specific Plan is silent, regarding a specific devel- of all Project related activities and the discre- opment standard or procedure for implementing tionary and ministerial applications associated the Specific Plan, the Upland Municipal Code with implementation of the Project. The EIR Zoning Code Title 17, (Planning and Zoning) includes mitigation measures and a Mitigation shall prevail. The Specific Plan provides a"blue- Monitoring and Reporting Program (MMRP) print" for development of the Project establish- in order to ensure that any potential significant ing permitted uses, a land use plan, the develop- impacts of the Project on the environment be re- ment requirements, and design criteria for land duced to a less than significant level. development as set forth herein.

1.8 Specific Plan Components

1.6.3 Subdivision Maps The Specific Plan is organized into the following Approval of a tentative and final tract map is re- sections in addition to Section 1, "Introduction." quired for the development of the Project. The
subdivision map for the Project shall be prepared Section 2-Development Plan pursuant to the applicable provisions of the State This section describes the physical setting for of California Subdivision Map Act (Government the Project Site outlining the existing physical Code Section 66410 through 66499), the conditions found within and surrounding the City of Upland Municipal Code,Title 16, Project Site, the Project land use plan describing "Subdivisions," and consistent with the applica- residential and open space land use areas of the ble provisions of the Specific Plan. Project, and the on- site and off site infrastruc- ture and open space improvements as part of the
the Project.

1.9

SECTION 1. INTRODUCTION
Section 3 -Development Regulations
This section establishes the allowable land use
within the Project Site and standards and re-
quirements for development of all land uses
within the Project Site.

Section 4-Design Criteria
The Design Criteria establishes the architectur-
al and landscape design requirements for the
Project to ensure that a cohesive community of
distinctive design quality, definitive architecture,
and comprehensive landscaping is achieved.

Section S-Implementation
The policies and procedures for the adminis-
tration of the Specific Plan, procedures for the
review and approval by the City of specific devel-
opment proposals within the Project Site, Project
financing, and Project maintenance responsibili-
ties within the development are described in this
section.

Section 6- General Plan Consistency
The relationship of the Specific Plan to the appli-
cable policies of the Upland General Plan is dis-
cussed in this Section.

1.10

SECTION 2. DEVELOPMENT PLAN
Section 2. Development Plan 2.1.1 Residential Use
The Specific Plan is a proposal for development Approximately 5.4 acres of the Project Site are planned for development of 65 single family de-
of a planned residential community within an
existing urban setting on approximately 9.16 tached residential dwelling units. gross acres in the City of Upland. The Specific a. Residential Design.

Plan also addresses the proposed development Residential dwellings shall be designed to of adjacent off-site open space and circulation front onto private streets with floor plans de- improvements planned as part of the Project. signed to present an "architecture forward" This section describes the land use plan and the image so that the residence and not the garage plan for infrastructure and public services for the is the predominant view from the street. community. Residential design incorporates human-scale

2.1 Land Use details to promote a pedestrian friendly char- acter for the community. Such details include
The proposed development of the Project is the use of enhanced entries, a mix of materi- depicted on Exhibit 4, "Land Use Plan" and als and textures, and authentic detailing on el- is further described in Table 2.1, "Statistical ements such as windows, porches, doors, and Summary." The Project is designed to respond lighting. to both on-site and of site conditions, as well as
anticipated market conditions. The Specific Plan b. Community Design. ensures that a strong community identity is es- The Specific Plan offers a strong community tablished for residents and visitors through a co identity for residents and visitors through a hesive plan for residential and open space areas. unified approach to site design, architecture, and landscape design elements. The land-
Table 2.1 scaped private streets and walkways link resi- Statistical Summary dences to common area open space encourag- ing neighborly interaction.

Project Off-Site
Land Use Site Acres Development 2.1.2 Open Space Use Acres
Residential 5.4 Approximately 1.02 acres of private common area open space is provided as part of the Project
Landscaped
Buffer .50 to include a .23 acre recreational area with a pool, pool house with restrooms, and sepa-
Common Area
Open Space 1.02 .15 rate pocket park areas improved with picnic Private Streets 2.22 tables, barbecue facilities, exercise station, chil- dren's play area, and five informal pocket parks
15th Street ROW .02 totaling .79 acres. The pocket parks are locat- Access Roadway
and Project Entry .63 ed throughout the Project Site accessible from streets and sidewalks and will be improved with
Total Gross Acres I 9.16 .78
landscaping, children's play equipment, exercise
Total Dwelling Units:65 equipment and benches. One of the five on-site Residential Density:7.10 du/acre pocket parks is planned with a private trail pro- (65 dus-9.16 ac=7.10 du/ac) viding pedestrian and bicycle connectivity for residents to the basin open space area adjacent to
the Project Site on the east.

2.1

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SECTION 2. DEVELOPMENT PLAN
One off-site .15 acre pocket park is planned ad- area, a new 5 foot sidewalk and an 8 foot wide jacent to the southern boundary of the Project landscaped parkway within the existing right of Site accessible to the public from 15th Street and way adjacent to the Project Site. Primary vehic- Fernando Avenue. This park will provide open ular access to and from the Project Site will be play areas and bench seating. provided from an extension of 15th Street from the Project Site westerly to the terminus of East

2.2 Circulation 15th Street. Improvements to this segment of Access for residents to the Project Site is provid- 15th Street will include 26 feet of paved travel ed from two locations. A primary gated corn- area with a retaining wall and curb on the north munity entry for the Project is located west of side of the street and a 5 foot 5 inch street adja- the Project Site boundary as part of a planned cent sidewalk and wedge curb on the south side. off-site extension of approximately .63 acres of The existing right of way for 15th Street and an unimproved portion of 15th Street.A second proposed project improvements for 15th Street gated access point is provided from 15th Street are illustrated on Exhibits 6 and 7, "Street Cross at the westerly boundary of the Project Site pro- Sections." viding exiting only for residents and emergen-
cy vehicle entry and exiting. An internal pri- 2.2.2 Project Streets vate two way street system provides primary On-site Project circulation is provided by means circulation within the Project Site serving res- of a private two way street with a paved travel idential dwellings and the common area open area varying in width from 26 to 38 feet with ad- space. Maintenance crews serving the remain- jacent wedge curbs. On-street parking is permit- ing Upland Basin flood control and detention ted in designated segments of the street.A 5 foot basin are provided vehicular access to the west- wide street adjacent sidewalk is provided on on erly boundary of the basin through the Project the south side of the street. In instances where within the internal street system.A service road the sides of homes are also adjacent to the street and gate are located at the easterly boundary a 5 foot wide adjacent sidewalk is provided on of the Project Site for maintenance vehicles to the same side of the street.Where the centrally access the basin. The Project provides for pedes- located common area open space fronts the street trian and bicycle access to the existing trail lo- on one side and residential units front the street cated within the basin.All streets are planned as on the opposite side a sidewalk is provided on private roadways. both sides of the street. Emergency vehicle access The circulation system serving the Specific Plan is provided at both project entries along 15th is illustrated on Exhibit 5, "Master Plan of Street. The street improvements for the Project Circulation." are illustrated on Exhibits 6 and 7, "Street Cross Sections."

2.2.1 15th Street
Ultimate right of way improvements for 15th
Street adjacent to the Project Site include 40
feet of paved travel area with a 5 foot wide side-
walk and an 8 foot wide landscaped parkway
on each side of 15th Street for a total right of
way of 66 feet.As part of the Project the devel-
oper will construct an additional 8 feet of travel

2.3

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SECTION 2. DEVELOPMENT PLAN
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NTS
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PARKING •PARKING
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SECTION D-D
NTS
1 Exhibit 6 Source:Madole&Associates,Inc.

Street Cross Sections

2.5

SECTION 2. DEVELOPMENT PLAN
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17' 13' •;• 13' 5'
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SECTION E-E
NTS
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6'
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SECTION El-El
NTS
EXIST. EXIST.

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EXIST VEGETATION EXIST.BLOCK WALL
DETENTION i
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EXIST.NATIVE ACCESS EXIST.PRIVATE RESIDENCE
ROAD I TRAIL EXISTING SLOPE
- -
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SECTION 'G-G'
NTS
i
Exhibit 7 Source:Madole&Associates,Inc.

Street Cross Sections

2.6

SECTION 2. DEVELOPMENT PLAN

2.2.3 Pedestrian and Bicycle Mobility 2.3.2 Sanitary Sewer The Project street system includes provision of a Sewer service to the Project Site is provided by street adjacent sidewalk on one side of the street the City of Upland. Existing off-site sewer fa- for pedestrian mobility within the community. cilities available to serve the Project Site include The Project street system allows for on street bi- an existing 8 inch diameter sewer main locat- cycle mobility. The Project street and sidewalk ed in 15th Street adjacent to the Project Site. system connects to 15th Street where bicyclists Development of the Project Site includes con- and pedestrians can continue on existing City struction of an on-site network of new 8 inch streets and sidewalks to Sierra Vista Park locat- sewer mains and the relocation of one existing ed to the south of the Project Site and Upland 8 inch off-site sewer main connecting to the on- Memorial Park located to the southwest of the site system. Exhibit 10, "Sewer Master Plan," Project Site, and to general retail commercial illustrates the planned sewer system to serve the services located at North Campus Avenue and Project.
19th Street, approximately one mile north of the
Project Site. Connectivity is provided to the ad-
jacent Upland Basin open space via a planned
on-site private pedestrian trail and a separate
public pedestrian and bicycle trail extending
from Project streets and 15th Street connect-
ing to an existing of site public trail within the
basin. The Project pedestrian and bicycle mobil-
ity plan is illustrated in Exhibit 8, "Pedestrian
and Bicycle Mobility."

2.3 Infrastructure and
Public Services

2.3.1 Water
The City of Upland Water Department provides
water service to the City of Upland. Water ser-
vice to the Project Site is provided via an exist-
ing 10 inch diameter water main located in 15th
Street. The development of the Project includes
construction of a network of 8 inch diameter
on-site water mains adequate to provide for the
domestic and fire protection water requirements
of the Project. Exhibit 9, "Water Master Plan"
illustrates the proposed water system to serve the
Project.

2.7