Agenda packet — Upland City Council, December 8, 2025 (part 3 of 7)

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`tCALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
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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. 11/19/25 i Ptki,n/ir
Date Signature of authorized individual
Southern California Edison
Company/Applicant Name
(Levine Act definitions on reverse side)

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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.

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4<�°v °p`qt CITFUP LAND
oid "The City of Gracious Living"
DATE: December 8,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER/PUBLIC WORKS DIRECTOR RICHARD GONZALES,DEPUTY DIRECTOR OF PUBLIC WORKS—UTILITIES

NICOLE DEMOET,ENVIRONMENTAL COMPLIANCE PROGRAMS MANAGER SUBJECT: APPOINTMENT OF THE CITY'S POMONA VALLEY PROTECTIVE ASSOCIATION

BOARD MEMBER AND AUTHORIZATION OF PROXY REPRESENTATIVE
RECOMMENDED ACTION:

It is recommended that the City Council appoint Richard Gonzales,Deputy Director of Public Works-Utilities as the City's designated Board Member to the Pomona Valley Protective Association and authorize the City's Utilities Manager to serve as the City's proxy representative, empowered to vote all city-owned shares at the PVPA Annual Shareholders'Meeting.

GOAL STATEMENT
The proposed action supports the city's goal of maintaining cost-effective and sustainable water services through sound governance, strategic representation,and effective management of regional water resources.

BACKGROUND
The Pomona Valley Protective Association(PVPA) is a private,nonprofit water-conservation organization founded in 1910 to safeguard the rights and interests of water producers within the Claremont,Pomona,Upland,and La Verne areas.PVPA owns and operates approximately 800 acres of groundwater recharge and spreading facilities along San Antonio and Thompson Creeks,which are essential for replenishing the Six Basins groundwater aquifer.

PVPA's facilities capture natural runoff from San Antonio,Thompson,Live Oak,and several smaller canyons in the San Gabriel Mountains.This water is diverted into spreading grounds where it percolates into the aquifer,supporting long-term regional water supply reliability. Under the Six Basins Judgment, PVPA is assigned responsibility for conducting spreading and recharge operations. Since the judgment's implementation in 1998, PVPA has recharged more than 71,422 acre-feet of water into the Six Basins.

The City of Upland owns 939.47 shares,representing approximately 1.6% of total PVPA shares, and participates in governance through representation on the nine-member Board of Directors,elected annually by PVPA shareholders.

ISSUES AND ANALYSIS
With recent staffing enhancements in the Public Works Department Utilities Division,Richard Gonzales now serves as the Deputy Director overseeing utility operations and coordination. Assigning him as the City's Board Member ensures that Upland's representation aligns with the organizational structure and is carried out by the staff member most directly responsible for operational and regional water resource matters. Staff recommends his appointment as the City's PVPA Board representative.

Purpose and Role of the Proxy Representative
PVPA conducts an Annual Shareholders' Meeting, scheduled for January 2026,to elect Board Directors and address annual business matters.As a shareholder,the city must designate an individual to exercise its voting rights.

A proxy representative is formally authorized to cast votes on behalf of the city when the designated Board Member is not present or when voting activities extend beyond Board actions, such as shareholder elections or procedural matters that require participation from all share-holding entities.The proxy ensures:
• Continuous representation of the city's interests in PVPA decisions • Protection of the city's voting rights and share value

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• Administrative continuity,even if the appointed Board Member cannot attend • Compliance with PVPA governance requirements for shareholder participation Staff recommends that the Utilities Manager serve as the City's proxy representative to ensure that knowledge of water resource management is considered when voting the City's PVPA shares.

ENVIRONMENTAL DETERMINATION
This action is not subject to the California Environmental Quality Act("CEQA")pursuant to Sections 15060(c) (2) (The activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3)(the activity is not a project as defined in Section 15378)of the State CEQA Guidelines,California Cod of Regulations,Title 14,Chapter 3,because it has not potential for resulting in physical change,directly or indirectly.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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PROXY TO THE POMONA VALLEY PROTECTIVE

ASSOCIATION

CITY OF UPLAND

DOES HEREBY APPOINT
As its authorized representative or agent to represent said organization and its 939.47 shares of PVPA stock at any and all meetings of the shareholders of the Pomona Valley Protective Association, the annual meeting of said Shareholders to be held in January 2026 which will address the items identified in the attached agenda, and any adjourned or specially called meetings thereof. The above-mentioned organization also appoints the above-mentioned individual to act as its agent or representative for any and all meetings of PVPA's consumers at the January 2026 meeting, as may be adjourned.

By
Dated
Please return proxy to:

John Allen,Secretary/Treasurer
Pomona Valley Protective Association
300 W. Foothill Blvd.

Claremont ,Ca. 91711

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RICHARD GONZALES,DEPUTY DIRECTOR OF PUBLIC WORKS-UTILITIES

NICOLE DEMOET,ENVIRONMENTAL COMPLIANCE PROGRAMS MANAGER SUBJECT: CONSIDER APPROVAL OF FIRST AMENDMENT TO THE PROFESSIONAL SERVICES

AGREEMENT FOR THE PREPARATION OF THE WATER AND RECYCLED WATER RATE STUDY
RECOMMENDED ACTION:

It is recommended that the City Council approve the First Amendment to the Agreement with Raftelis Financial Consultants,Inc.extending the timeline for completion of the Water and Recycled Water Rate Study to June 30,2026, and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the city's goal of establishing equitable and financially sustainable utility rates that ensure continued delivery of high-quality,reliable water and recycled water services.

BACKGROUND
On February 10, 2025, the City Council approved a Professional Services Agreement with Raftelis Financial Consultants,Inc. ("Raftelis")for the preparation of the 2025 Water and Recycled Water Rate Study in the amount of $100,120, with optional tasks potentially increasing the cost to $110,132. The purpose of the study is to re-evaluate the city's existing rate structure,ensure cost of service compliance,assess revenue requirements,and develop a long- term financial plan that supports operational needs,regulatory obligations,capital investments,and reserves.

At the time of the contract award, the city was concurrently engaged in major updates to the Water and Recycled Water Systems Master Plan and the Wastewater Collection System Master Plan. These long-range planning documents are scheduled to be presented to the City Council on December 8, 2025, and include extensive system condition assessments, updated hydraulic modeling, water quality analyses, pump and storage evaluations, comprehensive staffing analysis, and a prioritized Capital Improvement Plan (CIP) intended to guide long-term infrastructure planning.

The city's intent is to integrate the findings and recommendations of these master plans into the rate study. Because the master plan update was completed later than originally anticipated,the consultant did not receive final modeling outputs,prioritized CIP details,or updated cost data early enough to incorporate into the rate modeling process without impacting quality or completeness.As a result,additional time is necessary to ensure that the rate study fully reflects the updated system conditions,financial obligations, and long-term improvement needs identified in the master plan update.

ISSUES AND ANALYSIS
The request for an extension of the rate study timeline is driven primarily by the need to properly integrate findings from the update of the utility master plans. These plans, which underwent robust modeling and field verification efforts, include updated assessments of system capacity, replacement needs, fire flow deficiencies, water quality challenges—such as elevated nitrate and PCE concentrations—and updated evaluations of storage reservoirs,pump stations,and pipelines.The plans also provide a comprehensive 60-year pipe replacement strategy and outline a refined CIP that reflects both immediate and long-term infrastructure priorities.

As these findings will materially influence the financial projections and cost-of-service allocations within the rate study,Raftelis requires additional time to incorporate the CIP, integrate system modeling into demand and financial forecasting, assess long-term revenue requirements, and coordinate closely with city staff to validate assumptions.

Without an extension, the compressed timeline resulting from the delayed completion of the master plans could

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compromise the analytical rigor of the study,potentially producing rate recommendations that do not fully reflect the city's actual future needs.

Extending the completion date to June 30, 2026 will allow Raftelis to prepare a comprehensive, accurate, and defensible rate analysis that aligns with the city's updated infrastructure roadmap.The additional time will also support a more deliberate and transparent public engagement process, including workshops, community outreach, and presentations to the City Council.This ensures that both elected officials and ratepayers receive a complete and clearly supported explanation of the assumptions, methodologies, and financial drivers associated with the proposed rate structure.

ENVIRONMENTAL DETERMINATION
The proposed action involves the administrative extension of a rate study timeline and does not constitute a project under the California Environmental Quality Act(CEQA).In accordance with Section 15378 of the CEQA Guidelines, the extension will not directly result in a physical change to the environment and therefore is not subject to CEQA.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
WITH RAFTELIS FINANCIAL CONSULTANTS, INC.

This First Amendment ("First Amendment") to that certain Agreement for Professional Services dated February 10, 2025 between the Parties (the "Master Agreement") is made and entered into as of December 8, 2025 ("Effective Date") between the City of Upland, a municipal corporation ("City") and Raftelis Financial Consultants, Inc., a North Carolina Corporation, with its principal place of business at 227 W. Trade Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "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 the Master Agreement, for the purpose of completing the 2025 Water and Recycled Water Rate Study (hereinafter referred to as "the Project"); and
B. WHEREAS, the Parties now desire to amend the Master Agreement to revise the Term and the Time of Performance.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this First Amendment and the Master Agreement, the Parties mutually agree as follows:

AGREEMENT

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

2. Time of Performance. Section 5 of the Master Agreement is amended to extend the Term and the Master Agreement by six months through June 30, 2026 ("Extended Term").

3. Ratification of Master Agreement. All terms and provisions of the Master Agreement not amended by this First Amendment are hereby reaffirmed and remain in full force and effect.

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SIGNATURE PAGE FOR

FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT
WITH RAFTELIS FIANCIAL CONSULTANTS, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
RAFTELIS FINANCIAL CONSULTANTS, INC.

APPROVED BY:

Signature
Michael Blay
City Manager Sudhir Pardiwala
ATTEST: Executive Vice President
(Two Signatures of Corporate Officers
Required for Corporations)
Keri Johnson
City Clerk
Approved as to form: Signature
Steve Gagnon
Stephen P. Deitsch
City Attorney
Vice President

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of February 10, 2025 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 Raftelis Financial Consultants, Inc., a North Carolina Corporation, with its principal place of business at 227 W. Trade Street Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
2025 Water and Recycled Water Rate Study (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 $100,120.00. 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. 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 $110,132.00. Any additional work in excess of this amount shall be approved by the City Council.
1

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB

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 February 10, 2025, to December 31, 2025, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. 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"). The Notice to Proceed shall set forth the date of commencement of work.

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed").

Consultant shall complete the services required hereunder within 324 calendar days. The Notice to Proceed shall set forth the date of commencement of work.

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. 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. 2

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB 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 at the location the services are provided. In providing the services hereunder, Consultant may rely on all data and information provided by or on behalf of City.

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 addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB 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).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. 4

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB (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)
(ii) Defense costs shall be payable in addition to the limits. 5

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB (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.
(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 6

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB 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 particular subcontractors or subconsultants.

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, and volunteers, free and harmless from 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, to the extent caused by the negligent acts, errors or omissions, or willful 7

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in the performance of the Consultant's services, the Project or this Agreement. 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. Consultant shall have no obligation to indemnify the City or any other indemnified person against liability for claims by a third party for failure to comply with its obligations under Article XIII D of the California Constitution (Proposition 218) The indemnity obligations outlined in this Section shall not extend to claims arising out of the City's sole negligence or willful misconduct. 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 to the extent caused by the negligence, recklessness, or willful misconduct of the Consultant, and 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 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 8

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB 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
Consultant is hereby made aware of the City's requirements regarding materials, as set forth in which are deemed to be a part of this Agreement.

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 by Consultant for that portion of the work completed and/or being abandoned and intended by Consultant as a deliverable hereunder. 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 by Consultant and intended by Consultant as a deliverable hereunder shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. Nothing in this Agreement shall be deemed or construed 9

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB as a waiver, release, transfer, assignment or divestiture by Consultant of any of its intellectual property, know-how or trade secrets.

19. Organization
Consultant shall assign Sudhir Pardiwala 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:

CITY: CONSULTANT:

City of Upland Raftelis Financial Consultants, Inc. 460 N. Euclid Avenue 227 West Trade Street, Suite 1400 Upland, CA 91786 Charlotte, NC 28202
Attn: Environmental Compliance Programs Attn: Sudhir Pardiwala Manager, Public Works Department
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 10

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

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

26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, 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]
11

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND RAFTELIS FINANCIAL CONSULTANTS, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

CITY OF UPLAND Raftelis Financial Consultants, Inc.

Approved By:

DCD2GFS&eocuSigned by: ,-DocuSigned by:

By: ��ll(IA BE t B 5r Pa�kwa(.a
ee F40A w u
y' �007D27CC23FB4DE...

Michael Blay
City Manager Its: Senior Principal
sudhir Pardiwala
Printed Name:

ATTEST:

DocuSigned by: DocuSigned bbyt/1,,
BY: @F�BE347 By' GI Ff. aa�pj494...

Keri Johnson
City Clerk Its: vice President
Printed Name: Steve Gagnon
APPROVED AS TO FORM:

Signed by:
�/ 1114LU, Vufsa,
By• 032fl70FCDDG40C...

Best Best & Krieger LLP
City Attorney
12

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EXHIBIT A
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Scope of Work
TASK 1 — PROJECT MANAGEMENT AND INITIATION (KICK-OFF MEETING) Task 1.1 — Ongoing Project Management and Quality Assurance/Quality Control Process The proposed project approach entails several different yet interrelated work efforts that will require effective coordination between City staff and the Raftelis Team. Our management approach stresses communication, teamwork, objectivity, and accountability for meeting project objectives to ensure that all deadlines and objectives are met in a timely and efficient manner. We believe in a no-surprises approach so that the client is aware of the status of the project at all times. This task includes general administrative duties, including client communication, billing, project documentation, and overall project administration. We assumed that staff meetings are virtual and City Council meetings are in person. We can have in-person meetings if preferred. Both the Project Manager and Technical Reviewer will perform QA/QC on the model results and our recommendations to ensure they are consistent with industry standards and the current rate-setting environment.

Task 1.2— Project Initiation and Data Collection
The kick-off meeting provides a solid foundation for the project and serves as a forum in which City staff can provide input on the project's objectives, approach, work plan, scheduling, and priorities. Raftelis will develop a kick-off meeting package that contains the meeting agenda, and a broad list of questions related to the City's water and recycled water system operations. This kick-off meeting will also serve as a forum for Raftelis to develop an understanding of the City's pricing objectives, financial goals, and other important utility issues.

Raftelis will review the rate study report previously prepared to understand the City's current rate structure development. A detailed data request list is submitted prior to the kick-off meeting so that the City can assemble the appropriate data in the required format. The Raftelis team studies the data to understand revenue streams, operating and capital expenses, and customer counts and use patterns. In addition, Raftelis will review the current reserve structure and propose reserve recommendations that are consistent with industry standards as well as the City's risk management tolerance to maintain financial stability.

MEETING:
• One kick-off meeting with City staff

DELIVERABLES
• Data request list and kick-off meeting summary memorandum TASK 2 — DATA COLLECTION AND REVIEW
The purpose of this task is to gather and review the relevant information, documents, and analyses that will be required to conduct the rate study. As part of this task, a detailed data request list will be prepared and submitted to City staff upon notice to proceed so all appropriate data can be forwarded to Raftelis before the kick-off meeting, where the data can be reviewed and any questions answered.

DELIVERABLES
• Data request list and kick-off meeting summary memorandum

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TASK 3 — QUALITY ASSURANCE (QA) AND QUALITY CONTROL (QC) PROCESS The QA/QC process ensures that all work performed by Raftelis on this project will be accurate and of the highest quality. Steve Gagnon, PE, will be the lead Technical Reviewer for this project, ensuring it meets both Raftelis' and industry standards. The QA/QC reviewer's primary responsibility is to review the work effort for consistency, accuracy, and validity and ensure that the cost of service and rate models are functioning properly and based on sound rate-making principles and standard industry practice. The reviewer also ensures that the report produced is comprehensive, consistent with the results, and meets the high-quality standards of Raftelis. The QA/QC process is accomplished through periodic reviews of the models throughout the course of their development.

TASK 4 — FINANCIAL PLAN DEVELOPMENT
The financial plan is a cash flow modelling exercise that ascertains the additional revenue needed to ensure the financial integrity of the utility. It does so by projecting existing rate revenue, other operating and non-operating revenues, debt service payments, and operating and capital expenses over a 10-year period. Existing rate revenue is based on anticipated water sales and the number of customers served by the utilities. We will make prudent water sales and customer growth assumptions with input from City staff.

Raftelis will develop a 10-year cash flow analysis to determine revenue adjustments. We will also review reserve policies to recommend appropriate reserve balances(operating, capital, rate stabilization, etc.)that are consistent with industry standards as well as the City's risk tolerance. The financial plan will be presented in an easy-to- understand format on an interactive dashboard that shows the impacts of various assumptions so that informed decisions regarding revenue adjustments, capital financing through rates or debt, and reserve balances can be made efficiently.

Several features of the model dashboards include the ability to show or indicate:

1. Revenue adjustments required over the planning horizon to meet debt coverage, fund capital projects, and achieve reserve targets

2. Reserve balances and reserve targets as well as debt service coverage ratios (days cash on hand, reserve funding levels)

3. Projected operating costs and revenue streams

4. Operating cost breakdown(O&M,water purchases, debt service payments,pay-as-you-go(PAYGO) capital, etc.)

5. Different capital funding sources such as PAYGO(rate funding), debt financing, or grant funding We will work with City staff to determine the most appropriate financial plan and rate design. Raftelis models are designed to be user-friendly while being flexible enough to show the City's sensitivity to various assumptions, allowing both City staff and City Council to make informed decisions.

MEETINGS
• Two webinars to review the results of the financial plan

DELIVERABLES
• Financial plan model in Excel

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TASK 5 - COST-OF-SERVICE ANALYSIS
The annual costs of providing services will be allocated among customer classes commensurate with their service requirements—i.e., how they use the system. Costs are identified and allocated to cost components and distributed to respective customer classes according to the industry standards provided in the AWWA MI Manual.

Throughout the cost allocation process, Raftelis will incorporate the City's policy considerations, as well as current federal, state, and local rules and regulations such as Proposition 218. We will liaise with the City's legal counsel on rates to ensure proposed cost allocations bases and cost recovery rationale is consistent with Proposition 218, recent case law, and overall defensibility of rates.

The water and recycled water cost-of-service analyses will be based on industry standards and methodologies approved by the AWWA and described in their Manual MI Principles of Water Rates,Fees and Charges(co-authored by Raftelis staff). Cost allocations among customer classes for water and recycled water will likely be based on the AWWA-approved Base-Extra Capacity approach which focuses on the different usage patterns(or peaking characteristics)demonstrated by each customer class. During the cost of service analysis Raftelis will evaluate the City's distinct customer classes, if warranted. Based on the revenue requirement identified in the financial plan, water expenses, such as the purchase, treatment, and distribution of water, are allocated to cost causation components, including supply, delivery, capacity-related costs, meter-related costs, customer costs, conservation costs, and other direct and indirect costs consistent with industry standards.

MEETINGS
• Webinars if needed

DELIVERABLES
• Cost-of-service analyses in Excel
TASK 6 — Design Rates
Properly designed rates support and optimize a blend of various utility objectives, such as affordability for essential needs, fairness and equity, revenue stability, and ease of implementation. Raftelis will develop comparable rate alternatives according to the City's objectives, with consideration of industry standards and defensibility considering recent legal challenges and Proposition 218.

Task 6.1 Develop Rate Design Options
Raftelis will develop rate models with the flexibility to evaluate alternative rate structures including options such as inclining tiers, seasonal rates, and a uniform rate. The model will have the capability to examine the different rate structure scenarios to enhance revenue stability, fully fund operations and capital projects through rates, further promote rate affordability, and address fairness of rates within each class. Raftelis will examine the water utility's current three-tier Single Family Residential(SFR)rate structure, uniform class rates, and the recovery of fixed and volumetric revenues based on fixed and volumetric costs.

Tiered Water Rates
In today's rate-setting environment, it is imperative to show the nexus between the cost to serve water and the rate charged for service in each tier. For any tiered structure, Raftelis will calculate and demonstrate the nexus between

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costs and rates by tabulating the tiered rates to show each unit cost component individually. These cost components may include water supply costs, system delivery costs, capacity or peaking costs, meter servicing costs, customer service costs, and conservation costs, among others. This rate derivation will communicate to customers the cost drivers behind the rate in each tier and each class. An example of our build-up of"rate components" to final commodity rates is shown in the table below. The five rate components, derived from the cost of service, are summed to derive the final commodity rates.

Delivery Peaking Conservation 'NcvcIiuc Proposed Supply Offset Rates
Residential
Tier I $1.82 $1.96 $0.92 $0.00 ($0.32) $4.39
Tier ll $4.04 $1.96 $1.22 $0.00 ($0.32) $6.91 Tier Ill $6.45 $1.96 $1.91 $0.10 $0.00 $10.43 During our analyses, we will examine how the current tiers and tier breakpoints serve the utility's objectives and discuss any recommended revisions. We design our rate models to allow for multiple rate scenario analyses to show:

1. Different rate structures based on achieving different policy and rate philosophy objectives

2. Different levels of water use-for example an optimistic, most likely, and pessimistic scenario

3. Varying breakpoints for tiered water rates
Task 6.2 Comparison of Alternative Rate Design Structures Rate adjustments stem from a change in the total rate revenue needs and/or a change in the rate structure. The total rate adjustment can sometimes cause "rate shock" to certain customer groups. In our impact analysis graphics, we calculate estimated monthly bills at each level of usage assuming the proposed rate structure was already in place to determine the true impact of the new rate structure. The customer impact analysis will include a series of tables and figures that show projected rate impacts by customer class at various levels of usage. Understanding customer impacts, and taking corrective action, if necessary, allows us to design public outreach strategies for generating customer buy-in and successful rate implementation. As an example, the customer impact illustration shown below- left indicates that a customer with a 5/8-inch meter using 20 hcf per billing period will see a$0.80, or 1.2%, increase in the bimonthly bill.We also calculate the bill impacts in aggregate to be able to appreciate how different rate proposals and structures impact classes in aggregate. This visual has proved powerful in discussions with staff and elected officials when entertaining changes to rate structures.

Sample Bi-Monthly Customer Bills wf 5/8 inch meter %Bills All Customer Bill Impacts $150 35% 32%
$120 - 30%
ram = 2E
=11111' 13% 11%- 13%
Bimonthly 20 hcf 25 hcf 30 hcf 40 hcf 50 hcf 10% _ 9% 1 ■CY 2015 Bills $64.21 $73.21 $82,21 5101.31 $120.41 5% -
■CY2016 Bills 5$5.01 $72.81 $80.61 5110.41 $140.21 Impact($} $0.80 -50.40 -$1.50 $0.10 519.80 0% 554] 50-53 $3-$5 $5-$10 510-520 $20-550 a550
Impact(%) 1.2% -0.5% -1.9% 9.0% 16A% $Change in Bi-Monthly Bills
Proposed rates will be designed to be defensible and to fall within regulatory and legal requirements. While Raftelis is not a law firm,we have helped numerous agencies throughout the State develop rates and rate structures that are

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defensible and meet Proposition 218 requirements. Raftelis assisted the Sweetwater Authority, City of San Juan Capistrano, and Soquel Creek Water District with revised rates after recent legal challenges. We will work with the City's legal counsel on water rates throughout the study to ensure legal counsel, staff, and the Raftelis Project Team agree prior to presenting any modifications to or new rate structures in a public forum.

Raftelis will discuss preliminary results with staff during two webinars and one in-person meeting. In the meetings, we will discuss the benefits and challenges of each rate structure and each scenario and refine the options that will be presented to City Council.

PLANNED MEETINGS:
• Two(2)meetings with City staff to discuss rate options and one(1)meeting with City staff to discuss the comparison of alternative rate structures
DELIVERABLES:
• Rate model and customer bill impacts in Microsoft Excel Task 7 - Develop Drought Rates
Raftelis will provide drought rates derived from the underlying existing rate structure. In order to simulate drought conditions, the rate Model will reduce revenue associated with a drop in consumption,but at the same time it will reduce any variable costs related to water production. Based on the usage analysis, we can identify where drought rates need to be set in order to ensure all revenue requirements are met during a period of reduced consumption.

Penalty rates can also be set for multiple years and will be ready to implement as soon as conditions warrant, so that valuable time is not lost.

TASK 8 — PRESENTATION TO CITY COUNCIL
Raftelis will present the study process and results to the City Council. With luck, we would get City Council approval to proceed with the Public Notice at the first City Council presentation. However, sometimes the City Council would like to see different rate adjustments or have other input before providing direction. We have assumed one City Council presentation and have provided a price for an additional City Council presentation.

MEETINGS
• One presentation to City Council(presentation materials will be provided to City staff prior to the presentation for review)

DELIVERABLES
• Graphics and/or charts in PowerPoint
TASK 9 — REPORT PREPARATION
The last step of the rate-making process, and in part to comply with Proposition 218 requirements, documents the study results in a study report to inform the public about the proposed changes, the rationale and justifications behind the changes, and their anticipated financial impacts in lay terms. The study report serves as part of the City's administrative record to justify the proposed rates.

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Task 9.1 Draft Report
The draft report will include an executive summary highlighting the major issues addressed, decisions reached, and recommended rates developed during the study. The main body of the report will include brief physical descriptions of the system and City characteristics, details of the financial plan and reserve policies, cost of service analysis, rate design details, and the proposed rates. They will also contain discussions on rate structure selection and rate design assumptions. The methodology describing the cost of service, rate calculations, and proposed five-year rates will be described in detail so that the nexus between costs and rates is clearly defined and understandable. Raftelis will provide a draft report to staff and external legal counsel for review. Raftelis will complete a draft report in time for City Council meetings where the Council will select their preferred rates. Any changes, comments, and feedback will be incorporated into the final models and final reports.

Task 9.2 Final Report
Recent legal challenges and court decisions have emphasized the importance of a thorough administrative record and defensible methodology of the final rates for service. To ensure that the study includes a thorough administrative record, the final report will include exhibits listing all assumptions and methodologies used to develop the financial plan, allocate costs to serve customers, and derive rates. The report will lead the reader from the adopted budgets through final rates and customer impacts,with the ability to do the math along the way.

Raftelis will incorporate changes, comments, and edits from City staff, legal counsel, and City Council when completing the final reports.

MEETINGS:
• One(1)meeting with City staff and legal counsel to discuss and review the draft report DELIVERABLES:
• Presentation materials
• Draft and final study reports in Microsoft Word and Adobe PDF TASK 10 - PROPOSITION 218 PUBLIC HEARING PRESENTATION
Raftelis will present the study results at a Proposition 218 hearing, during which we will address the City Council and the public's questions and comments. Presentation materials will be provided to City staff for review before the Proposition 218 presentation.

MEETINGS
• One Proposition 218 presentation

DELIVERABLES
• Graphics and/or charts in PowerPoint
OPTIONAL TASK 11 — PROPOSITION 218 NOTICE
Raftelis will prepare the Proposition 218 Notice for review by the City's Attorney. The notice will outline the proposed rate changes, will explain the right to challenge the rates, and will meet and comply with the noticing requirements of Proposition 218.

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MEETINGS
• Web meeting to discuss the Proposition 218 Notice
DELIVERABLt
• Proposition 218 Notice
OPTIONAL TASK 12 — ADDITIONAL CITY COUNCIL MEETINGS
Should additional City Council meetings be required, we have shown the cost per meeting.

MEETINGS
• As needed

DELIVERABLES
• Graphics and/or charts in PowerPoint format
OPTIONAL TASK 13 — CAPITAL IMPROVEMENT PLAN & OPERATING BUDGET

SERVICES
Financial forecasting and determining water rates are only as good as the operating and capital costs that go into them. If there is uncertainty in operating or capital costs, asset management costs, or opportunities to reduce costs, those can have direct impacts on the finances and rates of the utility. We can also help you make your master plans and asset management plans an actionable capital improvement plan that can provide a high level of service while maintaining rates as low as good service will permit.We offer capital improvement program and operating budget review services compared to utility best practices to help our clients make sure they have the right amount of capital, asset management, and operating costs in their budgets and look for ways to increase efficiencies, reduce costs, and align their budgets with utility best practices. This service could potentially reduce your cost of service, reduce or eliminate any needed rate increases, and find some ways to help deliver your CIP or Operations more efficiently depending on your exact needs. It could also help you justify increases to the CIP and rates to address ongoing asset management needs or needed facility/equipment improvements consistent with utility best practices. This type of review also offers an independent third party review of your budgets compared to utility best practices which we have found is beneficial to our clients as rates are developed, proposed, and ultimately approved.

We can include this utility best practice review in our scope of work to review your CIP and Operations Budgets as we work with you to perform the rate study.

MEETINGS
• As needed

DELIVERABLES
• CIP and/or Operating Budget reviews with improvement recommendations in Word and/or Excel format

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

Fee
The table below shows the hourly rates,hours, and total estimated fee for this project. At the bottom we show a per meeting cost should additional City Council meetings be required. 14

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Fee
The table below shows the hourly rates, hours, and total estimated fee for this project. At the bottom we show a per meeting cost should additional City Council meetings be required.

Meetings Hours
In Sudhir Steve Brandon Graphic Total Total Fees& Tasks Virtual Person Pardiwala Gagnon Consultant Vatter Designer Admin Hours Expenses

1.Project Management and Initiation 1 10 2 4 2 18 $6,300 (Kick-Off Meeting)

2.Data Collection and Review 1 2 8 10 $2,790

3.Quality Assurance(QA)and 2 8 10 $3,950 Quality Control(QC)Process

4.Financial Plan Development 2 10 40 50 $13,950

5.Cost of Service Analysis 10 24 34 $10,110

6.Design Rates 2 10 24 34 $10,110

7.Develop Drought Rates 4 16 20 $5,580

8.Presentation to City Council 1 8 8 16 $5,510

9.Report Preparation 1 10 2 50 2 64 $17,340

10.Proposition 218 Public Hearing 1 8 8 2 18 $5,730 Presentation
Total Meetings/Hours 7 2 74 12 182 0 0 6 274 — Hourly Billing Rates — — $425 $375 $230 $340 $170 $100 — — Total Professional Fees — — $31,450 $4,500 $41,860 $0 $0 $600 — $78,410 Travel Expenses $210
Technology Fee $2,740
Total Expenses $2,950
Total Fees&Expenses $81,360

11.Optional-Proposition 218 Notice 1 2 8 6 16 $3,870

12.Optional-Additional City Council 1. 8 8 16 $5,620 Meetings

13.Optional-Capital Improvement 2 2 24 26 $9,270 Plan&Operating Budget Services
Total Optional Tasks $18,760

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB

EXHIBIT C
Activity Schedule
Schedule
Raftelis proposes to complete the study by November 2025 as shown below:
15

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Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 12
Schedule
Raftelis proposes to complete the study by November 2025 as shown below:

TASKS Feb Mar Apr May Jun Jul 2025 Aug Sep Oct Nov 2025 2025 2025 2025 2025 2025 2025 2025 2025

1.Project Management and Initiation(Kick- •
Off Meeting)

2.Data Collection and Review •

3.Quality Assurance(QA)and Quality
Control(QC)Process

4.Financial Plan Development

5.Cost of Service Analysis

6.Design Rates

7. Develop Drought Rates

8.Presentation to City Council •

9.Report Preparation

10.Proposition 218 Public Hearing
•
Presentation

11.Optional-Proposition 218 Notice

12.Optional-Additional City Council
Meetings.

13.Optional-Capital Improvement Plan&
Operating Budget Services.
• Meetings

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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.

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. 12-1-2025 eZIA? ; $
Date Signature of authorized individual
Sudhir Pardiwala
Company/Applicant Name
(Levine Act definitions on reverse side)

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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.

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RICHARD GONZALES,DEPUTY DIRECTOR OF PUBLIC WORKS-UTILITIES

NICOLE DEMOET,ENVIRONMENTAL COMPLIANCE PROGRAMS MANAGER SUBJECT: CONSIDER APPROVAL OF FIRST AMENDMENT TO THE PROFESSIONAL SERVICES

AGREEMENT FOR THE PREPARATION OF THE WASTEWATER RATE STUDY RECOMMENDED ACTION:

It is recommended that the City Council approve the First Amendment to the Agreement with Raftelis Financial Consultants,Inc.extending the timeline for completion of the Wastewater Rate Study to June 30,2026,and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the city's goal of establishing wastewater rates that are equitable, cost-effective, and sufficient to fund operations,maintenance,debt service,capital improvements,and reserve requirements.

BACKGROUND
On February 10, 2025, the City Council approved a Professional Services Agreement with Raftelis Financial Consultants,Inc.("Raftelis")in the amount of$58,520 for the preparation of a comprehensive Wastewater Rate Study.

The study was initiated to evaluate the current wastewater rate structure,ensure compliance with cost-of-service and regulatory requirements, analyze long-term revenue needs, and support the ongoing financial stability of the wastewater enterprise fund.

At the time of the contract award, the City was concurrently engaged in major updates to its Water and Recycled Water Systems Master Plan and its Wastewater Collection System Master Plan.These long-range planning documents are scheduled to be presented to City Council on December 8, 2025, and will include detailed hydraulic modeling, condition assessments,infrastructure vulnerability analysis, and the development of prioritized Capital Improvement Plans for all utility systems.

As the wastewater rate study relies on the technical findings and capital project recommendations from the master plans,the delayed completion of these planning documents necessitates an extension of the rate study timeline.Final modeling results,condition evaluations,construction cost assumptions,and the final prioritized Capital Improvement Plan was completed and approved by staff and then provided to the consultant later than originally anticipated.

Integrating these elements into the rate model requires additional analytical time to ensure accuracy and consistency.

ISSUES AND ANALYSIS
The requested timeline extension is needed to enable Raftelis to fully incorporate the master plan results into the wastewater financial analysis.The recently completed Wastewater Collection System Master Plan identified updated flow projections, refined hydraulic modeling,and an improved understanding of system capacity and condition. The master plan concluded that while the collection system generally performs well under current and projected conditions, certain localized improvements are recommended,along with a phased long-term pipe replacement strategy based on anticipated service life and condition.

These findings have significant implications for the wastewater utility's long-term revenue requirements. Raftelis must integrate updated capital cost estimates, pipeline replacement schedules, regulatory considerations, and operations and maintenance needs into the financial forecasting model. Extending the timeline ensures that these factors are accurately represented and that the resulting rate recommendations are both financially sustainable and technically defensible.

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The extension also supports a more deliberate and transparent rate development process, allowing time for staff review, public outreach, and opportunities for Council input prior to formal adoption. This strengthens public trust and positions the city to implement a wastewater rate structure that responsibly funds infrastructure needs while maintaining compliance with cost-of-service principles.

ENVIRONMENTAL DETERMINATION
The proposed action is administrative in nature and does not constitute a project subject to the California Environmental Quality Act(CEQA). In accordance with CEQA Guidelines Section 15378, extending the rate study timeline does not result in a direct or reasonably foreseeable physical change in the environment and is therefore not a project.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
WITH RAFTELIS FINANCIAL CONSULTANTS, INC.

This First Amendment to that certain Agreement for Professional Services between the Parties dated February 10, 2025 (the "Master Agreement") is made and entered into as of December 8, 2025 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and Raftelis Financial Consultants, Inc., a North Carolina Corporation, with its principal place of business at 227 W. Trade Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "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 the Master Agreement, for the purpose of completing the 2025 Wastewater Rate Study (hereinafter referred to as "the Project"); and
B. WHEREAS, the Parties now desire to amend the Master Agreement to revise the Term of the Agreement and Time of Performance.

AGREEMENT

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

2. Time of Performance. Section 5 of the Master Agreement is amended to extend the Term of the Master Agreement by six months through June 30, 2026 ("Extended Term").

3. Ratification of Master Agreement. All terms and provisions of the Master Agreement not amended by this First Amendment are hereby reaffirmed and remain in full force and effect.

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SIGNATURE PAGE FOR

FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT
WITH RAFTELIS FIANCIAL CONSULTANTS, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
RAFTELIS FINANCIAL CONSULTANTS, INC.

APPROVED BY:

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of February 10, 2025, 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 Raftelis Financial Consultants, Inc., a North Carolina Corporation with its principal place of business at 227 W. Trade Street Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
2025 Wastewater Rate Study (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 $ 58,520.00. 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. 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 $64,372.00. Any additional work in excess of this amount shall be approved by the City Council.
1

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421

3. Additional Work.

4. Maintenance of Records.

5. Term .

The term of this Agreement shall be from February 10, 2025 to December 31, 2025, unless earlier terminated as provided herein. The Parties may, by mutual,written consent, extend the term of this Agreement if necessary to complete the Project. 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"). The Notice to Proceed shall set forth the date of commencement of work.

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed").

Consultant shall complete the services required hereunder within 324 calendar days. The Notice to Proceed shall set forth the date of commencement of work.

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 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.

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 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).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. 4

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 (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.

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 (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.

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 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.

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in the performance of the Consultant's services, the Project or this Agreement. 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. Consultant shall have no obligation to indemnify the City or any other indemnified person against liability for claims by a third party for failure to comply with its obligations under Article XIII D of the California Constitution (Proposition 218) The indemnity obligations outlined in this Section shall not extend to claims arising out of the City's sole negligence or willful misconduct. 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 to the extent caused by the negligence, recklessness, or willful misconduct of the Consultant, and 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 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 8

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 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.

15. Reserved
Consultant is hereby made aware of the City's requirements regarding materials, as set forth in which are deemed to be a part of this Agreement.

16. Laws and Venue.

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

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 as a waiver, release, transfer, assignment or divestiture by Consultant of any of its intellectual property, know-how or trade secrets.

19. Organization
Consultant shall assign Sudhir Pardiwala 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.

CITY: CONSULTANT:

City of Upland Raftelis Financial Consultants, Inc. 460 N. Euclid Avenue 227 West Trade Street, Suite 1400 Upland, CA 91786 Charlotte, NC 28202
Attn: Environmental Compliance Programs Attn: Sudhir Pardiwala Manager
Public Works Department
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.

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 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.

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.

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND RAFTELIS FINANCIAL CONSULTANTS,INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

CITY OF UPLAND Raftelis Financial Consultants, Inc.

Approved By:

DocuSigned by: DocuSigned by:

By: �Nlt( at 6.5ui B Sid wt
r powat&
y ❑umrbu FF48A y: \—&n Duw20F134DE
Michael Blay
City Manager Its: Senior Principal
Sudhir Pardiwala
Printed Name:

ATTEST:

DocuSigned by: DocuSignedd'bby: /,
By: r� �C�DC347 By Y.• S. "Vw
Keri Johnson
City Clerk Its: vice President
Steve Gagnon
Printed Name:

APPROVED AS TO FORM:

Signed by:
l(,r Vufsa.

By•• ` 0320570rCDDC4IIC...

Best Best & Krieger LLP
City Attorney
12

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421

EXHIBIT A
Scope of Services
13

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 RAFTELIS 4
Scope of Work
TASK 1 — PROJECT MANAGEMENT AND INITIATION (KICK-OFF MEETING) Task 1.1 — Ongoing Project Management and Quality Assurance/Quality Control Process The proposed project approach entails several different yet interrelated work efforts that will require effective coordination between City staff and the Raftelis Team. Our management approach stresses communication, teamwork, objectivity, and accountability for meeting project objectives to ensure that all deadlines and objectives are met in a timely and efficient manner. We believe in a no-surprises approach so that the client is aware of the status of the project at all times. This task includes general administrative duties, including client communication, billing, project documentation, and overall project administration. We assumed that staff meetings are virtual and City Council meetings are in person. We can have in-person meetings if preferred. Both the Project Manager and Technical Reviewer will perform QA/QC on the model results and our recommendations to ensure they are consistent with industry standards and the current rate-setting environment.

Task 1.2— Project Initiation and Data Collection
The kick-off meeting provides a solid foundation for the project and serves as a forum in which City staff can provide input on the project's objectives, approach,work plan, scheduling, and priorities. Raftelis will develop a kick-off meeting package that contains the meeting agenda and a broad list of questions related to the City's wastewater system operations. This kick-off meeting will also serve as a forum for Raftelis to develop an understanding of the City's pricing objectives, financial goals, and other important utility issues.

A detailed data request list is submitted prior to the kick-off meeting so that the City can assemble the appropriate data in the required format. The Raftelis team studies the data to understand revenue streams, operating and capital expenses, and customer counts. In addition, Raftelis will review the current reserve structure and propose reserve recommendations that are consistent with industry standards as well as the City's risk management tolerance to maintain financial stability.

MEETINGS
• One kick-off meeting with City staff

DELIVERABLES
• Data request list and kick-off meeting summary memorandum TASK 2 — DATA COLLECTION AND REVIEW
The purpose of this task is to gather and review relevant information, documents, and analyses required to conduct the rate study. As part of this task, a detailed data request list will be prepared and submitted to City staff upon notice to proceed so all appropriate data can be forwarded to Raftelis before the kick-off meeting, where the data can be reviewed and any questions answered.

DELIVERABLES
• Data request list and kick-off meeting summary memorandum

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 RAFTELIS 5
TASK 3 — QUALITY ASSURANCE (QA) AND QUALITY CONTROL (QC) PROCESS The QA/QC process ensures that all work performed by Raftelis on this project will be accurate and of the highest quality. Steve Gagnon, PE, will be the lead Technical Reviewer for this project, ensuring it meets both Raftelis' and industry standards. The QA/QC reviewer's primary responsibility is to review the work effort for consistency, accuracy, and validity and ensure that the cost of service and rate models are functioning properly and based on sound rate-making principles and standard industry practice. The reviewer also ensures that the report produced is comprehensive, consistent with the results, and meets the high-quality standards of Raftelis. The QA/QC process is accomplished through periodic reviews of the models throughout the course of their development.

TASK 4 — FINANCIAL PLAN DEVELOPMENT
The financial plan is a cash flow modeling exercise that ascertains the additional revenue needed to ensure the financial integrity of the utilities. It does so by projecting existing rate revenue, other operating and non-operating revenues, debt service payments, and operating and capital expenses over a 10-year period. Existing rate revenue is based on the anticipated number of customers of each customer type served by the utilities. We will make prudent customer growth assumptions with input from City staff.

Several features of the model dashboards include the ability to show or indicate:

1. Revenue adjustments required over the planning horizon to meet debt coverage, fund capital projects, and achieve reserve targets

2. Reserve balances and reserve targets as well as debt service coverage ratios (days cash on hand, reserve funding levels)

3. Projected operating costs and revenue streams

4. Operating cost breakdown(O&M,water purchases, debt service payments,pay-as-you-go(PAYGO) capital, etc.)

MEETINGS
• Two webinars to review the results of the financial plans

DELIVERABLES
• Financial plan model in Excel

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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 RAFTELIS 6
TASK 5 — COST-OF-SERVICE ANALYSIS
The annual costs of providing services will be allocated among customer classes commensurate with their service requirements—i.e., how they use each system. Costs are identified and allocated to cost components and distributed to respective customer classes according to the industry standards provided in the Water Environmental Federation (WEF)Manual of Practice.

Throughout the cost allocation process, Raftelis will incorporate the City's policy considerations, as well as current federal, state, and local rules and regulations such as Proposition 218. We will liaise with the City's legal counsel on rates to ensure that proposed cost allocation bases and cost recovery rationale are consistent with Proposition 218, recent case law, and overall defensibility of rates.

The wastewater cost-of-service analysis will be based on industry standards and methodologies approved by the Water Environmental Federation(WEF)Manual of Practice No. 27,Financing and Charges for Wastewater Systems, 2018.

Wastewater expenses are allocated based on collection, treatment, customer costs, and indirect costs. The goal is to distribute cost components to classes based on responsibility. This results in the total cost to service each and is the basis for developing rates.

MEETINGS
• Webinars if needed
DEl IVFPARI FR
• Cost-of-service analyses in Excel
TASK 6 — UTILITY RATE MODEL DEVELOPMENT
Properly designed rates support and optimize a blend of various utility objectives, such as affordability for essential needs, fairness and equity, revenue stability, and ease of implementation. Raftelis will develop comparable rate alternatives according to the City's objectives, with consideration of industry standards and defensibility considering recent legal challenges and Proposition 218.

Task 6.1 Develop Rate Design Options
Raftelis will develop rate models with the flexibility to evaluate alternative rate structures, including options such as variable rates, rates for different customer classes, and a uniform rate. The model will have the capability to examine the different rate structure scenarios to enhance revenue stability, fully fund operations and capital projects through rates, further promote rate affordability, and address fairness of rates within each class. Raftelis will review the utility's current rate per equivalent dwelling unit(EDU) structure as well as EDU classes, definitions, and current ratios.

Task 6.2 Comparison of Alternative Rate Design Structures Rate adjustments stem from a change in the total rate revenue needs and/or a change in the rate structure. The total rate adjustment can sometimes cause "rate shock" to certain customer groups. In our impact analysis graphics, we calculate estimated monthly bills at each level of usage assuming the proposed rate structure was already in place to determine the true impact of the new rate structure. The customer impact analysis will include a series of tables and figures that show projected rate impacts by customer class at various levels of usage. Understanding customer impacts, and taking corrective action, if necessary, allows us to design public outreach strategies for generating

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customer buy-in and successful rate implementation. This visual has proved powerful in discussions with staff and elected officials when entertaining changes to rate structures.

Proposed rates will be designed to be defensible and to fall within regulatory and legal requirements. While Raftelis is not a law firm, we have helped numerous agencies throughout the State develop rates and rate structures that are defensible and meet Proposition 218 requirements. We will work with the City's legal counsel on rates throughout the study to ensure legal counsel, staff, and the Raftelis Project Team agree prior to presenting any modifications to existing or new rate structures in a public forum.

PLANNED MEETINGS:
• Two(2)meetings with City staff to discuss rate options DELIVERABLES:
• Rate model and customer bill impacts in Microsoft Excel TASK 7 — PRESENTATION TO CITY COUNCIL
Raftelis will present the study process and results to the City Council. With luck, we would get City Council approval to proceed with the Public Notice at the first City Council presentation. However, sometimes the City Council would like to see different rate adjustments or have other input before providing direction. We have assumed one City Council presentation and have provided a price for each additional City Council presentation.

MEETINGS
• One presentation to City Council(presentation materials will be provided to City staff prior to the presentation for review)

DELIVFP API FQ
• Graphics and/or charts in PowerPoint
TASK 8 — REPORT PREPARATION
The last step of the rate-making process, and in part to comply with Proposition 218 requirements, documents the study results in a study report to inform the public about the proposed changes, the rationale and justifications behind the changes, and their anticipated financial impacts in lay terms. The study report serves as part of the City's administrative record to justify the proposed rates.

Task 8.1 Draft Report
The draft report will include an executive summary highlighting the major issues addressed, decisions reached, and recommended rates developed during the study. The main body of the reports will include brief physical descriptions of the system and City characteristics, details of the financial plan and reserve policies, cost of service analysis, rate design details, and the proposed rates. They will also contain discussions on rate structure selection and rate design assumptions. The methodology describing the cost of service, rate calculations, and proposed five-

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year rates will be described in detail so that the nexus between costs and rates is clearly defined and understandable.

Raftelis will provide the draft report to staff and external legal counsel for review. Raftelis will complete a draft report in time for City Council meetings where the Council will select their preferred rates. Any changes, comments, and feedback will be incorporated into the final models and final reports.

Task 8.2 Final Report
Recent legal challenges and court decisions have emphasized the importance of a thorough administrative record and defensible methodology of the final rates for service. To ensure that the study includes a thorough administrative record, the final report will include exhibits listing all assumptions and methodologies used to develop the financial plan, allocate costs to serve customers, and derive rates. The reports will lead the reader from the adopted budgets through final rates and customer impacts, with the ability to do the math along the way.

Raftelis will incorporate changes, comments, and edits from City staff, legal counsel, and City Council when completing the final reports.

MEETINGS:
• One(1)meeting with City staff and legal counsel to discuss and review the draft report DELIVERABLES:
• Presentation materials
• Draft and final study report in Microsoft Word and Adobe PDF TASK 9 - PROPOSITION 218 PUBLIC HEARING PRESENTATION
Raftelis will present the study results at a Proposition 218 hearing in which we will address the City Council and public's questions and comments. Presentation materials will be provided to City staff beforehand for review prior to the Proposition 218 presentation.

MEETINGS
• One Proposition 218 presentation
DELIVERABLE:
• Graphics and/or charts in PowerPoint
OPTIONAL TASK 10 — PROPOSITION 218 NOTICE
Raftelis will prepare the Proposition 218 Notice for review by the City's Attorney. The notice will outline the proposed rate changes, will explain the right to challenge the rates, and will meet and comply with the noticing requirements of Proposition 218.

MEETINGS
• Web meeting to discuss the Proposition 218 Notice

DELIVERABLES
• Proposition 218 Notice

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OPTIONAL TASK 11 - ADDITIONAL CITY COUNCIL MEETINGS
Should additional City Council meetings be required, we have shown the cost per meeting.

MEETINGS
• As needed

DELIVERABLES
• Graphics and/or charts in PowerPoint format
OPTIONAL TASK 12 - CAPITAL IMPROVEMENT PLAN & OPERATING BUDGET

SERVICES
Financial forecasting and determining sewer rates are only as good as the operating and capital costs that go into them. If there is uncertainty in operating or capital costs, asset management costs, or opportunities to reduce costs, those can have direct impacts on the finances and rates of the utility. We can also help you make your master plans and asset management plans an actionable capital improvement plan that can provide a high level of service while maintaining rates as low as good service will permit.We offer capital improvement program and operating budget review services compared to utility best practices to help our clients make sure they have the right amount of capital, asset management, and operating costs in their budgets and look for ways to increase efficiencies, reduce costs, and align their budgets with utility best practices. This service could potentially reduce your cost of service, reduce or eliminate any needed rate increases, and find some ways to help deliver your CIP or Operations more efficiently depending on your exact needs. It could also help you justify increases to the CIP and rates to address ongoing asset management needs or needed facility/equipment improvements consistent with utility best practices. This type of review also offers an independent third party review of your budgets compared to utility best practices which we have found is beneficial to our clients as rates are developed, proposed, and ultimately approved.

We can include this utility best practice review in our scope of work to review your CIP and Operations Budgets as we work with you to perform the rate study.

MEETINGS
• As needed

DELIVERABLES
• CIP and/or Operating Budget reviews in Word and/or Excel format

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Fee
The table below shows the hourly rates, hours, and total estimated fee for this project. At the bottom we show a per meeting cost should additional City Council meetings be required. It is assumed that the water and wastewater meetings with City Council occur together so the meeting time is reduced along with the travel expenses.

Meetings Hours
In Sudhir Steve Brandon Graphic Total Total Fees& Tasks Virtual Person Pardiwala Gagnon Consultant Vatter Designer Admin Hours Expenses

1.Project Management and Initiation 1 8 2 4 2 16 $5,430 (Kick-Off Meeting)

2.Data Collection and Review 1 1 6 7 $1,875

3.Quality Assurance(QA)and 1 2 3 $1,205
Quality Control(QC)Process

4.Financial Plan Development 2 10 20 30 $9,150

5.Cost of Service Analysis 2 8 10 $2,790

6.Design Rates 2 6 12 18 $5,490

7.Presentation to City Council 1 2 2 4 $1,350

8.Report Preparation 1 8 30 2 40 $10,900

9.Proposition 218 Public Hearing 1 2 2 2 6 $1,570 Presentation
Total Meetings/Hours 7 2 40 4 84 0 0 6 134 — Hourly Billing Rates — — $425 $375 $230 $340 $170 $100 — — Total Professional Fees — — $17,000 $1,500 $19,320 $0 $0 $600 — $38,420 Travel Expenses $0
It is assumed that the water and wastewater meetings with City Council will occur together so there will not be Technology Fee $1,340 I I
additional travel expenses. Total Expenses $1,340 Total Fees&Expenses $39,760

10.Optional-Proposition 218 Notice 1 2 8 6 16 $3,870

11.Optional-Additional City Council 1 8 8 16 1 $5,620 Meetings

12.Optional-Capital Improvement 2 2 24 26 $9,270 Plan&Operating Budget Services
Total Optional Tasks $18,760

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The hourly rates for Raftelis staff are shown below:

Position Billing Rate
Executive Vice President $425
Vice President $375
Senior Manager $340
Manager $295
Senior Consultant $260
Consultant $230
Associate Consultant $195
Graphic Designer $170
Administration $100
Technology/Communications Charge** $10

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EXHIBIT C
Activity Schedule
Schedule
Raftelis proposes to complete the study by November 2025 as shown below:
15

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Schedule
Raftelis proposes to complete the study by November 2025 as shown below:

TASKS Feb I Mar I Apr I May I Jun Jul 2025 Aug Sep I Oct Nov 2025 I 2025 I 2025 I 2025 I 2025 2025 2025 I 2025 2025

1.Project Management and Initiation(Kick- •
Off Meeting)

2.Data Collection and Review •

3.Quality Assurance(QA)and Quality
Control(QC)Process

4.Financial Plan Development • •

5.Cost of Service Analysis

6.Design Rates

7.Presentation to City Council •

8.Report Preparation

9.Proposition 218 Public Hearing
Presentation •
• Meetings

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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. 12-1-2025 eZIA? ; $
Date Signature of authorized individual
Sudhir Pardiwala
Company/Applicant Name
(Levine Act definitions on reverse side)

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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.

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,.., Up`q� CITYUPLAND
. . "The City of Gracious Living"
ltiriiVO
DATE: December 8,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER

JESSICA ESCOTO,RECREATION&COMMUNITY SERVICES MANAGER

MEGHAN MEADE,RECREATION&COMMUNITY SERVICES SUPERVISOR
SUBJECT: CONSIDER APPROVAL OF CONSTRUCTION CONTRACT FOR CABRILLO PARK FIELD

NETTING PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council: 1)approve the Cabrillo Park Safety Netting Project and award the project to West Coast Netting,in the amount of$54,500 for the design and installation of soccer field backstop nets;2)approve a construction contingency amount of$5,450, for a total project cost of$59,950; and 3) authorize the City Manager to execute the contract.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining and improving City sports field safety infrastructure.

BACKGROUND
Cabrillo Park serves as the City of Upland's only dedicated soccer complex and has become a heavily utilized location for organized youth and adult soccer activities.The facility accommodates programmed soccer use six days per week for approximately eleven months each year,reflecting the high demand for field space within the community.

Recently,a challenge has emerged on the south fields where soccer balls are routinely clearing the existing fence line and entering the adjacent parking area. This occurrence creates unintended disruptions for park patrons and presents a potential safety concern for vehicles and visitors. Upon review of site conditions and operational needs, staff has determined that the installation of two soccer safety nets would provide an effective and practical solution to mitigate ball travel beyond the field boundaries. Historically, no safety netting has been installed at Cabrillo Park, and the proposed improvement would enhance both safety and the overall functionality of the sports facility.

ISSUES AND ANALYSIS
The City received four(4)bids for the Cabrillo Park Field Netting Project,bids are as follows:

BIDDER BID AMOUNT
West Coast Netting $54,500
JudgeNetting Barrier Specialists $79,500
Coastal Netting Systems $87,000
Grand Slam Safety $107,000-$111,000
The City has reviewed the bid information and confirmed that West Coast Netting,of Kingman,Arizona,is the lowest responsive bidder. If awarded by the City Council, installation is anticipated to begin in January 2026 and be completed by April 2026.

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

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FISCAL IMPACTS
The total estimated project cost is $59,950. There are available funds in the Quimby Cabrillo Park Soccer Field Protective Netting project Account No.4217500-5540-83011.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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CITY OF UPLAND

CONSTRUCTION CONTRACT
Cabrillo Park Safety Netting Project

1. PARTIES AND DATE.

This Contract is made and entered into this 8th day of December, 2025 by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue Upland, CA 91786 ("City") and West Coast Netting, an Arizona corporation with its principal place of business at 5075 Flightline Drive, Kingman, Arizona ("Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.

2. RECITALS.

2.1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing the installation and materials for two soccer backstop net related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. The following license classifications are required for this Project: Contractors State License Board.

2.3 Project. City desires to engage Contractor to render such services for the Cabrillo Park Safety Netting Project ("Project") as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, performance and payment bonds after the contract has been approved.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Scope of Services (Exhibit "A")
• Certification (Exhibit "B")
• Public Works Contractor Registration Certification (Exhibit "C") • Contractor's Bid (Exhibit "D")

3.1.1 Precedence. To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor.

Exhibit A-1

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3.2 Contractor's Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the "Work"), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above- mentioned documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit "B" attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit "C" attached hereto and incorporated herein by this reference.

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City.

3.2.1.1 Change Orders. Changes to the Contract Time (as defined in Section 3.3) or Total Contract Price shall be in the form of a written Change Order, either signed by both parties or issued unilaterally by the City. No adjustment shall be made to the Contract Time unless the delay impacts the critical path to completion and the delay was not caused in whole or in part by the Contractor. Failure to timely request a Change Order shall constitute a waiver of any right to adjust the Contract Time or the Total Contract Price. All requests for Change Orders shall be accompanied by detailed supporting documentation, including but not limited to payroll records, invoices, schedules, and any other documentation requested by the City for the purpose of determining the additional costs or the impact of any delay. If the change involves Work bid at a unit price, then the Total Contract Price shall be increased at the unit price. If there is no unit price, then the Total Contract Price shall be adjusted to account for costs actually incurred plus an allowed mark-up of fifteen percent(15%),which shall constitute the entire amount of profit, mark-ups, field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. Regardless of ownership, equipment rates shall not exceed the listed prevailing rates at local equipment rental agencies, or distributors, at the time the work is performed. Nothing herein shall prevent the Parties from agreeing to a lump sum cost.
(A) Changes Ordered By City. City may at any time issue a written directive ordering additions, deletions, or changes to the Work. Contractor shall proceed with the work in accordance with the directive. To the extent the directive results in extra work or requires additional Contract Time, Contractor shall request a Change Order within seven (7)days of receiving the Work Directive. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined. (B) Changes Requested By Contractor. With respect to any matter that may involve or require an adjustment to the Contract Time or the Contract Price, Contractor shall provide written notice of the underlying facts and circumstances that gave rise to the potential change within seven (7) days or prior to the alteration of conditions, whichever is earlier. Failure to give notice shall constitute a waiver of Contractor's right to a change order. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.
2

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3.2.2 Substitutions/"Or Equal". Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words "or equal."
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any"or equal" material, process or article no later than thirty-five (35)days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35)days after award of Contract. Provisions regarding submission of"or equal" requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed "or equal" substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an "or equal" material, process or article that may be substituted. Data required to substantiate requests for substitutions of an "or equal" material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted "or equal" material, process or article is equivalent to that specified in every way except as listed on the affidavit.

Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted "or equal" material, process or article, and substantiates that it is an "or equal" to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted "or equal" material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the City's costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted "or equal" material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.3 Period of Performance and Liquidated Damages.

3.3.1 Contractor shall perform and complete all Work under this Contract within 60 days, beginning the effective date of the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits "A" or"B" attached hereto, or may be provided separately in writing to Contractor.

Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of $ 250 per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract. 3

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3.3.2 If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event (as defined herein), then the Contractor shall be entitled to a time extension, as provided herein, when the Work stopped is on the critical path and shall not be charged liquidated damages. Such a non-compensable adjustment shall be Contractor's sole and exclusive remedy for such delays and the Contractor will not receive an adjustment to the Total Contract Price or any other compensation. Contractor must submit a timely request in accordance with the requirements of the Contract.

3.3.3 A Force Majeure Event shall mean an event that materially affects a party's performance and is one or more of the following: (1)Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.5 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance

3.5.1 PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, 4

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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, Contractor 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.

3.6 City's Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below- referenced compensation in accordance with compensation provisions set forth in the Contract.

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of fifty-four thousand five hundred Dollars ($54,500.00) ("Total Contract Price") provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City. The City Manager may approve Additional Work up to ten percent (10%) of the amount of the Agreement. In no event shall the total sum of the agreement (Total Contract Price and Additional Work) exceed fifty nine thousand, nine hundred and fifty dollars ($59,950). Any additional work in excess of this amount shall be approved by the City Council.

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein.

On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.7.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.7.4 Contract Retentions. From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to 5

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Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.7.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of:
(1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3)defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.7.6 Substitutions for Contract Retentions. Pursuant to California Public Contract Code section 22300, Contractor may substitute securities for any money withheld by the City to ensure the performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, with the State or a federally chartered bank as the escrow agent, who shall return such securities to Contractor upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement between the escrow agent and the City, which provides that no portion of the securities shall be paid to Contractor until the City has certified to the escrow agent, in writing, that the Contract has been satisfactorily completed. The City shall certify that the Contract has been satisfactorily completed within sixty (60) days of work "completion" as defined in Section 7107(c) of the California Public Contract Code. Securities eligible for investment under this section shall be limited to those listed in Section 16430 of the Government Code, bank or savings & loan certificates of deposit, interest-bearing demand deposit accounts, stand-by letters of credit, or any other security mutually agreed to by Contractor.

3.7.7 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 7108.5 of the California Business and Professions Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract.

3.7.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items. 6

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3.7.9 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

3.8 Labor

3.8.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Work is 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.8.2 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.8.3 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.8.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship 7

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Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the DIR on a weekly basis and in the format prescribed by the DIR, which may include electronic submission. 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.

3.8.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit "E" prior to contract execution. 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.

3.8.6 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor's sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Work, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City.

Contractor 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 Contractor or any subcontractor.

3.9 Performance of Work; Jobsite Obligations.

3.9.1 Water Quality Management and Compliance.

3.9.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.9.1.2 Compliance with the Statewide Construction General Permit.

Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board ("Permit"). It shall be Contractor's sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, 8

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Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a "living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor's sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.9.1.3 Other Water Quality Rules Regulations and Policies. Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.9.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom.

3.9.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its directors, officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor's failure to comply with the Permit.

3.9.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor's failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City's attorney's fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.9.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.9.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.9.1 as they may relate to the Work provided under this Contract.

Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.9.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching 9

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and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.9.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.9.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City's applicable business license fee. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.9.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5)feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.9.6 Hazardous Materials and Differing Conditions.As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute. 10

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3.9.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3)equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

3.9.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

3.9.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.9.10 Inspection Of Site. Contractor has visited sites where Work is to be performed and has become acquainted with all conditions affecting the Work. Contractor warrants that it has made such examinations as it deems necessary to determine the condition of the Work sites, its accessibility to materials, workmen and equipment, and to determine the Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances—time or money—will be allowed as to such matters.

3.9.11 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities.

Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any work or altering the condition.

3.10 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.11 Claims; Government Code Claim Compliance.

3.11.1 Except as otherwise provided in this Contract, if any dispute shall arise between the City and Contractor regarding performance of the Work, or any alleged change in the Work, Contractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to the City within three (3) days after commencement of 11

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the disputed work. Contractor's failure to give written notice within the three (3)-day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work and shall constitute a waiver of the right to further pursue the claim under the Contract or at law.

3.11.2 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.

The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with all applicable law, including but not limited to these statutes.

3.11.3 Claims. For purposes of this Section, "Claim" means a separate demand by the Contractor for:

3.11.3.1 An adjustment to the time for completion including, without limitation, for relief from damages or penalties for delay assessed by the City;

3.11.3.2 Payment by the City of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled; or

3.11.3.3 An amount the payment of which is disputed by the City.

A"Claim" does not include any demand for payment for which the Contractor has failed to provide notice, request a Change Order, or otherwise failed to follow any procedures contained in the Contract Documents.

3.11.4 Filing Claims. Claims governed by this Section may not be filed unless and until the Contractor completes any and all requirements of the Contract Documents pertaining to notices and requests for changes to the Contract Time or Contract Price, and Contractor's request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than thirty (30) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following words in 16 point capital font: "THIS IS A CLAIM." The Claim shall include the all information and documents necessary to substantiate the Claim, including but not limited to those identified below. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by Contract Documents. Failure to follow such contractual requirements shall bar any Claims or subsequent proceedings for compensation or payment thereon.

3.11.5 Supporting Documentation: The Contractor shall submit all claims in the following format:

3.11.5.1 Summary description of Claim including basis of entitlement, merit and amount of time or money requested, with specific reference to the Contract Document provisions pursuant to which the Claim is made

3.11.5.2 List of documents relating to claim:
(A) Specifications
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(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.11.5.3 Chronology of events and correspondence

3.11.5.4 Narrative analysis of claim merit

3.11.5.5 Analysis of Claim cost, including calculations and supporting documents

3.11.5.6 Time impact analysis in CPM format

3.11.6 City's Response. Upon receipt of a Claim pursuant to this Section, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after the City issues its written statement.

3.11.6.1 If the City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City's governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three (3) days following the next duly publicly noticed meeting of the City's governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.11.6.2 Within 30 days of receipt of a Claim, the City may request in writing additional documentation supporting the Claim or relating to defenses or Claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of the City and the Contractor. The City's written response to the Claim, as further documented, shall be submitted to the Contractor within 30 days (if the Claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.11.7 Meet and Confer. If the Contractor disputes the City's written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City's response or within 15 days of the City's failure to respond within the time prescribed, respectively, and demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute.

3.11.8 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to 13

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nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The public entity and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the parties agree to select a mediator at a later time.

3.11.8.1 If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.11.8.2 For purposes of this Section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Section.

3.11.8.3 Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.11.8.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed.

3.11.9 Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a Claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code prior to initiating litigation. For purposes of those provisions, the running of the period of time within which a Claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference.

3.11.10 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of$375,000 or less:

3.11.10.1 Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of this Contract. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.11.10.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10)of Title 3 of Part 3 of the Code of Civil Procedure, (A)arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award 14

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who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney's fees on appeal of the other party.

3.11.11 Government Code Claim Procedures.

3.11.11.1 This Section does not apply to tort claims and nothing in this Section is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code.

3.11.11.2 In addition to any and all requirements of the Contract Documents pertaining to notices of and requests for adjustment to the Contract Time, Contract Price, or compensation or payment for additional work, disputed Work, construction claims and/or changed conditions, the Contractor must comply with the claim procedures set forth in Government Code Section 900, et seq. prior to filing any lawsuit against the City.

3.11.11.3 Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time or Contract Price for additional work, disputed Work, construction claims, and/or changed conditions have been followed by Contractor. If Contractor does not comply with the Government Code claim procedure or the prerequisite contractual requirements, Contractor may not file any action against the City.

3.11.11.4 A Government Code claim must be filed no earlier than the date the Work is completed or the date the Contractor last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to Contractor or that should reasonably by known to Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted.

3.11.12 Non-Waiver. The City's failure to respond to a Claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the Claim being deemed rejected in its entirety, and shall not constitute a waiver of any rights under this Section.

3.12 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminate this Contract pursuant to Section 3.18.3; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice.

3.13 Indemnification.

3.13.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services, the Project or this Contract, including without 15

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limitation the payment of all expert witness fees, attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the sole or active negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City, or for defects in design furnished by those persons.

3.13.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.14 Insurance.

3.14.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

3.14.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3.14.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01)OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2)Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance; and (4) Builders'/All Risk: Builders'/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support(and including earthquakes and floods if requested by the City). Policies shall not contain exclusions contrary to this Contract.

3.14.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 MINIMUM per occurrence and $2,000,000 general 16

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aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability:
$1,000,000 MINIMUM per accident for bodily injury and property damage; (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 MINIMUM each accident, policy limit bodily injury or disease, and each employee bodily injury or disease; and (4) Builders'/All Risk: Completed value of the project. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.14.2.3 Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Contract.

3.14.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions to the insurance policies:

3.14.3.1 General Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

3.14.3.2 Automobile Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it in any way.

3.14.3.3 Workers' Compensation and Employer's Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, 17

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agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.14.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1)coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and volunteers.

3.14.4 Builders'/All Risk Policy Requirements. The builders'/all risk insurance shall provide that the City be named as loss payee. In addition, the insurer shall waive all rights of subrogation against the City.

3.14.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and volunteers.

3.14.6 Professional Liability Insurance. All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, fora period of five (5) years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 $1,000,000 MINIMUM per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insureds with respect to Work performed and shall otherwise comply with all requirements of this Section. Defense costs shall be paid in addition to the limits.

3.14.7 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.14.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3.14.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.14.10 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages 18

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for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

3.14.11 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.15 Bond Requirements.

3.15.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.15.2 Performance Bond. If specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.15.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate the Contract for cause.

3.15.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.16 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10)days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an 19

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additional one year period, commencing with the date of acceptance of such corrected Work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.17 Employee/Labor Certifications.

3.17.1 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "D" and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.17.2 Equal Opportunity Employment. Contractor 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.

3.17.3 Verification of Employment Eligibility. By executing this Contract, Contractor 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 subcontractors and sub-subcontractors to comply with the same.

3.18 General Provisions.

3.18.1 City's Representative. The City hereby designates the Recreation & Community Services Supervisor, Mehgan Meade, or his or her designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee.

3.18.2 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ("Contractor's Representative"). Following approval by the City, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall 20

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supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval.

3.18.3 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.18.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor.

3.18.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.

3.18.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CONTRACTOR:

West Coast Netting
5075 Flightline Dr.

Kingman, AZ 86401
ATTN: MIKE HEBERT
21

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CITY:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Manager
With Copy To:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.18.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.18.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.18.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.18.10 Laws; Venue. This Contract 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 Contract, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

3.18.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.18.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.18.13 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

3.18.14 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid 22

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nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to rescind this Contract without liability. For the term of this Contract, 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 Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Work.

3.18.15 Certification of License.

3.18.15.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature.

3.18.15.2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.18.16 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.18.17 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

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

3.18.19 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. [SIGNATURES ON FOLLOWING PAGE]
23

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SIGNATURE PAGE FOR CONSTRUCTION CONTRACT

BETWEEN THE CITY OF UPLAND

AND WEST COAST NETTING
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CITY OF UPLAND WEST COAST NETTING
APPROVED BY:

Signature
Michael Blay
City Manager Name
ATTESTED BY:

Title
Keri Johnson
City Clerk
APPROVED AS TO FORM: Signature
Best Best & Krieger LLP Name
City Attorney
Title
Contractor's License Number and
Classification
DIR Registration Number
24

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EXHIBIT A

SCOPE OF SERVICE
2 Soccer Backstop Net Installations
ADDRESS:CABRILLO PARK-W. 11TH STREET UPLAND
INSTALL 6 NEW STEEL POLES (PAINTED OR GALV)
25 FEET ABOVE GROUND X 100 FT WIDE
INSTALL U_V.TREATED K36T 4 INCH SOCCER NETTING
3 POLES EACH BACKSTOP
POLE.DIMENSIONS: 6 INCH::=INSTALLED W/CONCRETE
INCLUDES PREVAILING WAGE&PAYMENT BOND 3%

PRICE INCLUDES ENGINEERING COSTS

LOT PRICE FOR ABOVE

DOES NOT INCLUDE BUILDING PERMLVT COSTS
Exhibit A-1

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EXHIBIT B

CONTRACTOR'S BID
• INSTALLED W CONCRETE
INCLUDES PREVATIIVG WAGE&PAYMENT BOND 3°0

PRICE IN CLUDES ENGINEERING COSTS
1 LOT PRICE FOR ABOVE $54,500.00 $54,500.00

DOES NOT INCLUDE BUILDING PERM NT COSTS
Pricing given for steel product are based on pricing at time of req r. Pricing is subject to rhangry and will be
confirmed at the time of steel product order.

Price excludes:tax bands,permit:project labor agreemeLt. EST.SUB TOTAL $54,500.00 union&prevailing wages,union labor:off haul an&or Est.Tam $0.00 disposal of spoils,turf and ar irrigation system damage Est S&H repair:drilling in hard ruck or unstable soil conditions unless noted above_ Additional charges apply if required. EST.TOTAL CA LIC#766160 DIR;x 1000001542
Above Prices Good For: 30 days Sxszxs re_a: rd. +Y Exhibit B- 1

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EXHIBIT C
BONDS
Concurrently with this Contract, the Contractor shall deliver to the City four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the City and included as Bond Provisions to the Contract. The surety supplying the bond must be an admitted surety insurer, as defined in the Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the City. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price, plus the amount of a ten percent (10%) contingency, all as set forth below.

A Payment Bond and a Performance Bond, each in the amount of $59,950 Fifty-Nine Thousand, Nine Hundred Fifty Dollars, are required.

Exhibit C-1

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EXHIBIT D

CERTIFICATION
LABOR CODE-.SECTION 1861
I, the Adcrsigr:ed Contractor, am aware of trr,o provisions of Section 3700, et seq., of the Califor;ia Labor Cc,le wh ch require every employer to be insJred against liabi'iy for Worker's Compensation or to undertake self-insurance in accordance with the provisions of tbbe Code, and I, the undersigned Contractor, agree to and il'comply with such provisions before commencing the performance of the Work on this Contract.

West Coast Netting
Signature
Name (Print)
Y '�3e A—
Tit (Print)

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EXHIBIT E

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant is Labor Code sections 1725.5 and 1771.1,all iontractci and subwnlractors that wish to bid on, be listed in a bid proposal, or enter into a contract to p'rforrn public work must be registered with the Department of Industrial Relations. See tiltta.4e,-,y,dirmsioviPublir- Works/PublicWorks_htrni for additional inform,afion.

No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work,
Contractor Merely certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Departlrient of Industrial Relations:

Dame of Contractor;
D1R Registration Number r _.. ..

DIR Registration Expiration: . 6
Small Project Exemption: Yes or x No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:

1. Contractor shall maintain a current DER registration for the duration of the project.

2. Contractor shall include the requirements of Labor Code sections 1725.5 and 1771,1 in its contract with subcontractors and ensure that all subcontractors are ngistered at the time of bid opening and maintain registration status to the duration of the project.

3. Falture to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Name of Contractor; d' C c r r
Signaturet
Name and Title: - "kt) kei „i s-
2 tf the Project is exempt from the contractor registration requirements pursuant to the sma II project @Mermptlon under Labor Code S cllons 1725.5 and 1771.1,please mark"Yes'In response to`Small Prefect Exarriptibr,.`

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�'S4lpF
U I{a Up,.

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
9LIFo84
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.

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

11.19.25 Michael Hebert
Date Signature of authorized individual
Michael Hebert
Company/Applicant Name
(Levine Act definitions on reverse side)

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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.

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:,' Up`q� CITYUPLAND
, �. "The City of Gracious Living"
DATE: December 8,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

JOSHUA WINTER, SENIOR PLANNER
SUBJECT: CONSIDER APPROVAL OF PLANS AND ENTITLEMENTS FOR CONSTRUCTION OF

NEW SAN ANTONIO WATER COMPANY HEADQUARTERS
RECOMMENDED ACTION:

It is recommended that the City Council: 1)Approve a Resolution to adopt the Mitigated Negative Declaration and Mitigation Monitoring Program for the project(State Clearinghouse No.2025080639)(Attachment A);2)Approve a Resolution for General Plan Amendment No.24-0004 to modify the General Plan Land Use designation from Single- Family Low(SFR-L)to Public Utilities(PU)(Attachment B);3)Hold first reading by title only,waive further reading and introduce an Ordinance approving Zone Change No. 24-0004 to modify the current zoning designation from Residential Single-Family Low(RS-10)District to Public/Institutional(PB/I)District(Attachment C);and 4)Approve a Resolution for Development Plan Review No. 24-0008 for the construction of a new 3,698 square-foot SAWCO Headquarters and associated improvements including a 4,066 square-foot maintenance building located at the southeast corner of E.20th Street and Flower Court(Attachment D).

GOAL STATEMENT
The proposed action supports the City's goals of maintaining positive relationships with community partners, delivering high-quality and context-sensitive architectural design, and ensuring that new public buildings visually harmonize with their surroundings.

BACKGROUND
The San Antonio Water Company (SAWCO) is a historically established Mutual Water Company incorporated October 25, 1882.The Company has consistently provided water service to its active shareholders for over 130 years.

The project site was developed with the existing water tank in 1930, with SAWCO continuously operating at the project site since construction. In 2014,the City approved the construction of a telecommunication facility disguised as palm tree on the southeast corner of the site and it will not be modified with this project.

After conducting a public hearing on October 22,2025,the Planning Commission of the City of Upland recommended that the City Council adopt the necessary Ordinance and Resolutions to approve the project.

ISSUES AND ANALYSIS
General Plan and Zoning
Currently, the subject site's General Plan land use designation is Single-Family Low (SFR-L), and the zoning designation is Residential Single-Family Low(RS-10),which does not permit administrative office uses. Therefore, the project proposes to modify the General Plan land use designation to Public Utilities(PU) and the zoning district to Public/Institutional(PB/I). See the following Images 3,4,5 and 6 below:

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The modifications are appropriate for the following reasons:

1. Ownership and Existing Land Use. The property has been owned and operated by SAWCO for over 100 years,with no plans to sell or change ownership in the future.The site has been continuously used for public utility operations, containing existing facilities such as a water storage tank, pump station, and signal buildings. Given the site's longstanding utility function, the proposed Public Utilities land use and Public/Institutional zoning designations are appropriate and consistent with the existing and proposed operations.

2. Project Aesthetics and Compatibility. The project site is surrounded by single-family residential uses to the north and west. The proposed design is sensitive to the surrounding neighborhood, incorporating a Lemon grove buffer along the street frontage,densely landscaped front setback and low-scale architecture to ensure visual compatibility to integrate the site with its surroundings. The headquarters building will be set back approximately 150 feet from the front property line,while parking areas are located roughly 35 feet from the frontage,creating a residential estate appearance.

In addition,the project is consistent with the following General Plan Policies shown in Table 1:

Table 1
_ General Plan Goal/Policy Consistency _ Policy LU-3.12 Inter-Jurisdictional Coordination. The SAWCO Headquarters project supports this policy Maintain an ongoing liaison with Caltrans, Public by promoting coordination between the City of Upland Utilities Commission, the railroads and other agencies and SAWCO. The project's design and utility to help minimize impacts and improve the operations integration enhance both operational efficiency and and aesthetics of their facilities. aesthetic quality of the utility, consistent with the City's goals.

Policy LU-6.1 Quality Development. Ensure that The project demonstrates high-quality architectural development is attractive and promotes harmony in the design that ensures compatibility with the surrounding visual relationships and transitions between newer and single-family residential neighborhood. Both the older buildings. administrative headquarters and maintenance building feature Spanish-style architecture, that ensure visual
harmony between existing and new development.

Policy CC-6.1 New Public Buildings. Require new The proposed project achieves a high standard of public buildings to be designed to be architecturally architectural design and construction quality consistent distinctive and constructed to high standards of quality with this policy. In this case,the City is not the project and connect visually and in style and character with developer, but the Planning Division worked with the setting and context. Where the City is not the direct property owner to ensure this new public building is developer of the new building, work with the property designed to connect visually and in style and character owner to set the same high standard of quality. with setting and context.

SB 330
Senate Bill 330, also known as the Housing Crisis Act of 2019,became effective on January 1,2020,and expanded and/or amended state legislation with broad goals of facilitating increased production of housing. The bill added Section 66300(b)(1)to the California Government Code,which prohibits a city from changing the general plan land use designation or zoning designation of parcels to a less intensive residential use or reducing the residential intensity allowed through a reduction to density, or development standards that would apply to residential development(i.e. height,floor area ratio,open space or lot size requirements, setbacks,lot coverage)that would lessen the intensity of housing. These regulations ensure that there would be no net loss of residential capacity within the City,unless this loss is replaced concurrently elsewhere.

Changing the zoning designation from Residential Single-Family Low(RS-10) to Public/Institutional (PB/I)would result in the loss of potential residential capacity,thereby triggering the"no net loss"provisions of SB 330.Under SB 330,a city may not reduce the allowable residential density on any parcel zoned for housing unless it simultaneously upzones another parcel to compensate for the lost capacity.Although no residential uses currently exist on the project site and future residential development is unlikely due to its ownership and public utility use,the City cannot change the zoning from RS-10 to PB/I without concurrently returning the equivalent housing capacity elsewhere in the City.

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To comply with SB 330, staff is processing this project concurrently with the 2025 Fourth Quarter General Plan Amendments and Zone Changes (GPA-25-0001/ZC-24-0002 for 852 Alpine Street and GPA-24-0003/ZC-24-0003 for 460 S. Campus Avenue). The property at 852 Alpine Street is currently zoned Public/Institutional(PB/I),which does not permit residential uses.The proposed zoning change would reclassify 852 Alpine Street to Residential Multi- Family (RM-30), thereby providing additional residential capacity. The proposed zoning modification at 460 S.

Campus Avenue would change the zoning from Residential Multi-Family (RM-20) to Neighborhood Commercial (NC),resulting in a reduction in housing capacity.As summarized in Table 3 below,the concurrent zone changes will result in a net increase in residential capacity,thereby ensuring compliance with the requirements of SB 330.

Table 2
Site Current Zone Current Capacity Proposed Zone Capacity After Zone Change Project Site RS-10 20 PB/I 0
852 Alpine Street PB/I 0 RM-30 36 (total capacity is 44, but the site currently has 9 units)
460 S. Campus RM-20 10 Neighborhood 0
Avenue Commercial
(NC)
As shown above,the combined zone changes will result in a net increase of five(5)residential units. Therefore,the City will maintain adequate housing sites and remain in compliance with the"no net loss"provisions of SB 330.

Operations
SAWCO currently employs ten(10) staff members. The proposed SAWCO headquarters project will accommodate six (6) administrative employees within the new office building and four (4) maintenance employees within the maintenance building. All employees will access the site through a proposed gated entrance off of Campus Avenue, which will remain open during normal business hours (6:30 a.m. to 5:30 p.m., Monday through Friday). The gates will be automated and operated via remote control and keypad entry.

Customers will access the site through the 20th Street entrance,which will also be open during regular business hours.

Customer traffic is expected to remain low,averaging approximately two(2)visits per day.The proposed operational plan reflects a low intensity use consistent with the intended Public/Institutional (PB/I) zoning designation and compatible with the surrounding residential and commercial development.

Site Plan and Development Standards
As mentioned above,the project includes construction of a new 3,698-square-foot administrative office building and a 4,066-square-foot maintenance building, along with associated site improvements such as a maintenance yard, driveways, parking areas, solar canopy, landscaping, and utility connections. Existing infrastructure, including an underground water storage tank,pump station,and communications tower will remain in place.

The proposed buildings would have a maximum height of 23 feet,well below the 45-foot maximum height permitted.

The project has a combined floor area ratio(FAR)of 0.07, significantly less than the maximum FAR of 0.5 allowed in the zone. The PB/I Zone requires a minimum front and rear setback of 20 feet. The project provides a 152.8-foot front setback and a 35.1-foot rear setback, exceeding these minimum requirements. The zone does not require an interior side yard setback. Therefore,the project complies with all development standards within the PB/I Zone.

The site layout places the administrative headquarters building north of the maintenance building, serving as a visual screen and buffer for activities occurring within the maintenance area.Along the northern boundary,the site currently has a 6-foot-tall block wall. The portion of this wall in front of the project site will be demolished and replaced with a decorative tubular steel fence featuring stucco columns. The front yard of the site includes customer parking, landscaping, a decorative "dry creek" infiltration basin, and pedestrian access to the administrative offices. A trash enclosure is provided at the southeast corner of the project site.Employee parking is included east of the headquarters building,under proposed solar canopies.

The headquarters building will include administrative offices, meeting and conference rooms, a public lobby, an archive room,a break room,two ADA-compliant restrooms,a quiet room,a copy room,and a general work area.The maintenance building will provide space for materials and equipment storage, a welding area, a motor repair room, electrical rooms,an ADA restroom,a locker room,and a maintenance office/break room.

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Architecture
The project's architectural style reflects a Spanish design and has been designed to complement and blend in with the residential character of the area to the north of the Project site.Both the administrative headquarters and maintenance building feature low profiles with a maximum height of 23 feet, ensuring visual compatibility with surrounding development.Large,glazed windows and window openings are incorporated to provide natural light to interior spaces and create visual transparency at the main entries. Additional design elements include covered walkways, shade structures,and articulated rooflines.The headquarters building features a public entry and lobby oriented toward East 20th Street,while the maintenance building and yard are screened from view by the office structure,landscaping,and decorative fencing to minimize visual impacts.

The buildings feature varied rooflines with gables and height variation. Wall planes are articulated,providing depth and relief from the building massing.Distinct architectural elements include a faux chimney,patio cover with exposed wood beams,terracotta attic vents,recessed decorative windows, arched windows with concrete surrounds,and tile- framed doorways.

Primary materials include a smooth stucco finish and a concrete S-tile roof,both characteristic of Spanish architecture.

These finishes were selected for durability,sustainability,and aesthetic appeal. The color palette includes:
• Stucco: "Dove Grey"(a soft white with grey undertones) • Accent Banding:La Habra"Morningside"(dark grey)
• Roofing: "Piedmont Blend"
• Window Trim:Bronze anodized finish
• Wood Features: "Oak Brown"
Landscaping
The project features a landscape plan designed to enhance site aesthetics,provide visual buffering,and highlight the City's agricultural heritage. The plan incorporates approximately 46,000 square feet of landscaped area, including a citrus grove buffer along the northern property line to provide additional screening near the street,and ornamental tree plantings consisting of numerous native trees around the main office building and parking areas. A broad variety of native shrubs and groundcovers throughout the site are also included. The design highlights water-efficient, low- maintenance, and regionally appropriate plant species, serving not only to enhance the site's appearance but also to function as a demonstration of sustainable,water-wise landscaping practices.In addition,the fruit from the citrus trees will be harvested and maintained by local non-profit organizations in support of community food distribution efforts.

The plant palette includes a mix of drought-tolerant native and ornamental species appropriate to Upland's climate, such as:
• Trees: Orange(Citrus sinensis),Western Sycamore(Platanus racemosa),Desert Willow(Chilopsis linearis) and Coast Live Oak(Quercus agrifolia).
• Manzanita(Arctostaphylos spp.), Cleveland Sage (Salvia clevelandii), Brittlebush(Encelia farinosa), Deer Grass(Muhlenbergia rigens),and California Fuchsia(Epilobium canum). • Groundcovers and Accents: Deer Grass (Muhlenbergia rigens), Lantana (Lantana montevidensis), and Rosemary(Rosmarinus officinalis).

Parking and Circulation
Vehicular access to the project site would be provided through two new paved driveways,both equipped with security gates. The project proposes the following access improvements:
• A 26-foot-wide driveway would be constructed along the northern property boundary,providing access from 20th Street to the visitor and customer parking area.
• San Bernardino County Fire Depart has required, as a condition of approval, a fire access from 20th Street, west of the customer parking area,off of Flower Court,at the southwest corner of the project site. • A second 26-foot-wide driveway would enter the site at the northeastern corner,connecting to the intersection of Campus Avenue and 20th Street,approximately 275 feet east of the project site. This access route would cross undeveloped land owned by Southern California Edison (SCE) and therefore require an access

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easement.This second driveway would extend south along the eastern property line,providing access to the covered employee parking area,maintenance building,and covered truck parking area.It would function as a private road for SAWCO maintenance vehicle access, secured by a 20-foot-wide, 6-foot-tall steel gate located just west of the Campus Avenue / 20th Street intersection. The gate would remain open during business hours and closed at other times,with no public access permitted through this driveway.

As a condition of project approval,the Engineering Division has required the installation and striping of a four-way stop at the intersection of Campus Avenue and East 20th Street. This improvement is warranted because,in addition to the proposed project driveway, a public storage facility currently under construction will include a new driveway along its western property boundary,effectively creating a four-way intersection.

The four-way stop control will therefore enhance intersection visibility and safety, reducing potential conflicts and ensuring safe ingress and egress for both project-related and general traffic movements.(Image 6)
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The project requires 10 parking spaces for the office use and 9 spaces for the maintenance building, for a total requirement of 19 spaces. The project provides a total of 28 parking spaces,exceeding the required minimum. • The visitor and customer parking lot would be located south of the citrus grove and north of the headquarters building,providing 14 surface spaces,including two ADA-compliant stalls. • The employee parking area, located east of the headquarters building, would be covered by photovoltaic panels and include 14 surface spaces,also with two ADA-compliant stalls.

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• Additionally, eight covered truck parking spaces would be provided west of the maintenance building for SAWCO fleet vehicles.

Vehicular Access for City Council Consideration
As noted above,the current design provides customer/visitor access from 20'h Street,at project frontage,and employee and SAWCO truck access from the new private driveway on Campus Avenue. Some residents have expressed concerns related to access. On one hand,residents have expressed concerns that the new Campus Avenue driveway will be a"foot in the door"to allow for a future connection of 20"Street through the SCE Corridor and City right-of- way for through traffic in the future, and would prefer the driveway from Campus Avenue not be constructed at all, with all traffic access to the project being provided from 20th Street along the project frontage. Alternatively, some residents have expressed opposition to any new traffic in the existing neighborhood and would prefer no access be provided on 20th Street, with all project traffic provided at the new private road off of Campus Avenue. The City Council could consider the following options in its recommendation:

1. Approval of the project as currently designed. This would implement the four-way stop at the Campus Avenue and 20th Street intersection. While this may result in some limited delay at the new intersection, it would also reduce vehicle speeds for traffic traveling southbound on Campus Avenue and improve intersection safety for vehicles utilizing the roadway.

2. Eliminate the Campus Avenue driveway and allow all site access from 20th Street.west of the SCE corridor.

This option would remove all project-related traffic from Campus Avenue,thereby eliminating the required 4-way stop. However, it would increase project-related trips within the existing residential neighborhood along 20th Street.

3. Eliminate vehicle access driveways on 20th Street at the project frontage.This option would prevent project- related traffic from entering the existing residential neighborhood,but it would also reduce convenience for customers and visitors,as the facility is located near the eastern boundary of the City.Visitors traveling from the west would need to navigate via alternate local streets north or south of 20th Street to reach the Campus Avenue entrance,creating additional trips on those streets.

The Planning Commission recommended that this option be implemented, and conditions of approval are included requiring this option,if approved by the City Council.

It should be noted that the project is anticipated to generate approximately 91 daily passenger car equivalent(PCE) trips,including 25 AM peak-hour and 27 PM peak-hour trips. These volumes are below the thresholds established in the City of Upland Traffic Impact Analysis Guidelines(July 2020)that would trigger preparation of a detailed Traffic Impact Analysis.Therefore,no significant traffic impacts are anticipated under any of the options considered.

ENVIRONMENTAL DETERMINATION
In accordance with the California Environmental Quality Act(CEQA)and the CEQA Guidelines,the City of Upland, acting as the Lead Agency,prepared a Draft Initial Study and Mitigated Negative Declaration(IS/MND)for the San Antonio Water Company(SAWCO)Headquarters Project.The IS/MND was prepared pursuant to Sections 15063(c) and 15070 of the CEQA Guidelines to evaluate the potential environmental effects associated with the proposed project. All potentially significant impacts were determined to be less than significant with the implementation of recommended mitigation measures.

The Draft IS/MND was made available for public review in accordance with CEQA requirements,and all comments received during the public circulation period were addressed and formally responded to in October 2025. Based on the analysis and responses to comments, the City concluded that the proposed project would not result in any significant environmental impacts after mitigation and that preparation of an Environmental Impact Report(EIR)was not required.

The public review period for the Draft IS/MND was conducted from August 15,2025,through September 13,2025, in compliance with CEQA Section 15105(b).Following the close of the review period,a Final IS/MND and Mitigation Monitoring and Reporting Program(MMRP)were prepared in accordance with CEQA Section 15074(d)to ensure all mitigation measures are implemented as part of the project.

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Traffic
Because project traffic generation is typically of considerable community interest, a summary of the project's traffic analysis is provided here.The project is expected to generate 91 daily passenger car equivalent(PCE)trips,including 25 AM peak-hour and 27 PM peak-hour trips. The traffic study,prepared consistent with the City of Upland Traffic Impact Analysis(TIA)Guidelines, evaluated three intersections near the project: Winston Court/20th Street,Project Driveway 2/20th Street,and Campus Avenue/20th Street. Analyses were conducted for existing,2027 opening year, and 2050 horizon year conditions with and without project traffic.

Level of Service(LOS).The City's General Plan sets LOS D as the minimum acceptable standard.The analysis found that all intersections will continue to operate at satisfactory LOS.

Vehicle Miles Traveled (VMT). The project was screened-out under the City's VMT thresholds. Because it would generate fewer than 250 daily trips, it qualifies for VMT screening and is presumed to have a less than significant VMT impact.

Mitigation Measures
The MMRP identifies measures to ensure that potentially significant impacts are reduced to less-than-significant levels.These measures address Biological Resources,Cultural Resources,Tribal Cultural Resources,and Air Quality as follows:
• Biological Resources.MM BIO-1 (Burrowing Owl Clearance Survey): A qualified biologist must conduct a presence/absence survey within 14 days prior to ground disturbance.If owls or active burrows are found,the site will be buffered and work deferred until relocation or natural departure occurs,coordinated with CDFW and USFWS. BIO-2 (Nesting Bird Clearance Survey): To comply with the Migratory Bird Treaty Act and California Fish and Game Code, construction should occur outside the nesting season (February 1 — September 15). If that is not feasible, a qualified biologist must perform a preconstruction survey within 72 hours of vegetation removal, and any active nests will be protected with exclusion buffers until young have fledged.
• Cultural Resources. (MM CUL-1 and CUL-2): If archaeological resources are discovered during grading or excavation, work must cease within 50 feet of the find until a qualified archaeologist evaluates it per PRC §21083.2. In the event human remains are encountered, the San Bernardino County Coroner and, if applicable,the Native American Heritage Commission(NAHC)and Most Likely Descendant(MLD)will be notified in accordance with PRC §5097.98 and Health and Safety Code§7050.5. • Tribal Cultural Resources (MM TCR-1 through TCR-5): Developed through consultation with the Yuhaaviatam of San Manuel Nation and the Gabrielino Band of Mission Indians—Kizh Nation, these measures require the City to offer tribal monitoring during ground-disturbing activities and establish detailed procedures for unanticipated discoveries, ensuring compliance with AB 52 and SB 18 consultation requirements.
• Air Quality: Construction activities must comply with South Coast AQMD Rule 403 dust control measures, including regular watering of disturbed surfaces,covering haul trucks,and limiting vehicle idling to minimize particulate emissions.

The IS/MND and Response to Comments(RTC)is included as Attachment F and F.1 for City Council review.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Mitigated Negative Declaration and Mitigation Monitoring Program.

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA ADOPTING THE MITIGATED NEGATIVE

DECLARATION AND MITIGATION MONITORING PROGRAM
DATED OCTOBER 28, 2025 (STATE CLEARINGHOUSE NO.
2025080639) for; GENERAL PLAN AMENDMENT NO. 24-0004

TO CHANGE THE LAND USE DESIGNATION FROM SINGLE-

FAMILY LOW (SFR-L) TO PUBLIC UTILITIES (PU) AS SHOWN
IN EXHIBIT A; ZONE CHANGE NO. 24-0004 TO REZONE THE
PROPERTY FROM RESIDENTIAL SINGLE-FAMILY LOW (RS-10)
TO PUBLIC/INSTITUTIONAL (PB/I) AS SHOWN IN EXHIBIT B;
AND DEVELOPMENT PLAN REVIEW NO. 24-0008 TO CONSTRUCT A NEW 3,698 SQUARE-FOOT SAWCO

HEADQUARTERS AND ASSOCIATED IMPROVEMENTS INCLUDING A 4,066 SQUARE-FOOT MAINTENANCE BUILDING
LOCATED AT THE SOUTHEAST CORNER OF E. 20TH STREET
AND FLOWER COURT (APN: 1044-091-22)
WHEREAS, the San Antonio Water Company (SAWCO) c/o Brian Lee (Applicant) has filed General Plan Amendment No. 24-0004, Zone Change No. 24- 0004, and Development Plan Review No. 24-0008 requesting approval to develop a new 3,698-square-foot administrative office building and a 4,066-square-foot maintenance building on a 4.92-acre site (Assessor's Parcel Number 1044-091-22), including associated improvements such as parking areas, solar canopies, landscaping, and utility connections; 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 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, the California Environmental Quality Act (Public Resources Code Section 21000, et seq., and the California Environmental Quality Act Guidelines, 14 California Code of Regulations section 15000, et seq., collectively, "CEQA") requires a lead agency to prepare a Mitigated Negative Declaration for projects that could have a significant impact on the environment without mitigation; and WHEREAS, the City of Upland conducted its own independent analysis of the Mitigated Negative Declaration and Mitigation Measures prior to releasing it for public review and determined that the Mitigated Negative Declaration and Mitigation Measures were appropriate as there is substantial evidence the Project would not result in any significant environmental impacts; and
WHEREAS, the Mitigated Negative Declaration identified environmental impacts that potentially could be significant unless mitigated, prompting the preparation of mitigation measures, as detailed in the Mitigated Negative Declaration.

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Resolution No.

Page 2 ends

All of the impacts identified in the Mitigated Negative Declaration as potentially significant could be reduced to a less than significant level through implementation of the mitigation measures identified in the IS/MND; and WHEREAS, an Initial Study/Mitigated Negative Declaration (MND) was prepared in compliance with the requirements of the California Environmental Quality Guidelines; a complete copy of the draft document is on file and can be viewed in the Development Services Department and on the City's website at www.uplandca.gov/environmental-review; and
WHEREAS, the Draft IS/MND was circulated for public review from August 15, 2025, through September 13, 2025, consistent with CEQA Guidelines §15105(b), and all comments received were addressed and formally responded to in October 2025; and
WHEREAS, following the close of the public review period, the City of Upland prepared a Final IS/MND and Mitigation Monitoring and Reporting Program (MMRP) in accordance with CEQA §15074(d); and
WHEREAS, the City of Upland Planning Commission conducted a duly noticed public hearing on October 22, 2025, at which time it received public testimony concerning the Project, and considered the CEQA for the proposed project, and recommended that the City Council of the City of Upland Adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program; and WHEREAS, the City of Upland Planning Division, on November 13, 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 November 12, 2025, mailed the public hearing notice to each property owners Campus Avenue and Euclid Avenue and between 21st Street and 19th Street, indicating the date and time of the public hearing, resulting in notices being sent to 166 property owners; and WHEREAS, the City of Upland City Clerk, on November 14, 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 Council conducted a duly noticed public hearing on November 24, 2025, at which time it received public testimony concerning the Project, and considered the CEQA for the proposed project; and WHEREAS, the City of Upland City Council continued the noticed public hearing to December 8, 2025.

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Upland City CouncilDecember 8, 2025

Upland City Council
December 8, 2025