Upland City Council
February 23, 2026

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OF CALIFORNIA SHI INTERNATIONAL ( TMENT OF TECHNOLOGY PO 25-0198737/SC 25-0 B C 13 E F G H I J K t M N 3001 Power Pages Auth Users T1 GCC Sub(100 User/Site/Mo)(Net New)(True-Ups) 1 1 $176 00 $177 42 -0.81% $17742 -0.81% $177 10 -0 62% $177.10 -0.62% $177.10 001 Power Pages Auth Users T2 GCC Sub(100 Units 100 User/Site/Mo Min) 1 1 $66.00 $66.53 -0.80% $66.53 -0.80% $66.42 -0.64% 566.42 -0.64% $66.42 (Net New)(True-Uos)
001 Power Pages Auth Users T3 GCC Sub(1000 Units 100 User/Site/Mo Min) 1 1 $44.00 $44.36 -0.82% $44.36 -0.82% $44.28 -0.64% 544.28 -0.64% $44.28 (Net New)[True-Ups)
101 Priva Risk GCC Sub Per User(Net New)(True-Ups) 1 1 $3.74 53.77 -0.80% $3 77 -0.80% $3.77 -0.80% $3.77 -0.80% $3.77 101 Project Online Essentials GCC Sub Per User(Net New)(True-Ups) 1 1,528 $5.24 $5.29 -0.55% $5 29 -0.55% $5.28 -0.76% $5.28 -0.76% $5.28 02 Project P1 GGC Sub Per User(Net New)(True-Ups) 1 1 $7.48 $7.54 . -0.80% 57.54 -0.80% $7.53 -0.67% $7.53 -0.67% $7.53 01 SharePoint Advanced Management P1 GCC Sub Per User(Net New)(True-Ups) 1 1 62.24 $2.26 -0.85% $2.26 -0.85% $2.26 -0.85% $2.26 -0.85% $2.26 103 SharePoint P2 GCC Sub Per User(Net New)(True-Ups) 1 5 57.48 $7.54 -0.80% 57.54 -0.80% $7.53 -0.67% $7.53 -0.67% $7.53 4 SharePoint Syntex GCC Sub Add-on(Net New)(True-Ups) 1 1 $3.74 $3.77 -0.80% $3.77 -0.80% $3.77 -0.80% $3.77 -0.80% $3.77 )01 Teams AC with Dial Out US.lCA GCC Sub Add-on(Net New)(True-Ups) 1 25 $0.00 $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 )01 Teams Phone Mobile GCC Sub Per User(Net New)(True-Ups) 1 1 $0.00 $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 173 Teams Phone Standard Frontline Worker GCC Sub Per User(Net New)(True-Ups) 1 1 $4 00 $4 04 -1.00% $4.04 -1.00% $4 03 -0 75% $4 03 -075% $4 03 04 Teams Phone Standard GCC Sub Add-on 0365 F3(Net New)(True-Ups) 1 1 $6.58 $6.64 -0.51% $6.64 -0.51% 56.63 -0.76% $6.63 -0.76% $6.63 03 Teams Phone Standard GCC Sub Per User(Net New)(True-Ups) 1 1 $6.58 $6.64 . -0.91% $6.64 -0.91% 56.63 -0.76% $6.63 -0.76% $6.63 004 Teams Premium GCC Sub Per User(Net New)(True-Ups) 1 1 $10.00 $10.09 -0.90% $10.09 -0.50% 510.07 -0.70% $10.07 -0.70% $10.07 101 Teams Rooms Pro GCC Sub Per Device(Net New)(True-Ups) 1 1 535.20 $35.49 -0.82% $35.49 -0.82% $35.42 -0.62% $35.42 -0.62% $35.42 01 Teams Shared Devices GCC Sub Per Device(Net New)(True-Ups) 1 2,255 $5.98 $6.03 -0.84% 56.03 -0.84% $6.02 -0.67% $6.02 -0.67% $6.02 001 Visio P1 GCC Sub Per User(Net New)(True-Ups) 1 38 $3.74 $3.77 -0.80% $3.77 -0.80% $3.77 -0.80% $3.77 -0.80% $3.77 03 Vista P2 FSA GCC Renewal Sub Per User(Net New)(True-Ups) 1 8,633 $8.78 $8.86 -0.91% $8.86 -0.91% $8.84 -0.68% $8.84 -0.68% $8.84 101 Visio P2 GCC Sub Per User(Net New)(True-Ups) 1 19,813 $10.32 $10.41 -0.87% $10.41 -0.87% $10.39 -0.68% $10.39 -0.68% $10.39 001 Win OLS Activation User GCC Sub Per User(Net New)(True-Ups) 1 1 $0.00 $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 801 Yammer Enterprise GCC Sub Add-on To 0365 M365 F3 E5(Net New)(True-Ups) 1 1 $0.00 $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 0.00% $0.00 Yearly Total{For Evaluation Purposes Only) 409,863 $16,081,476.24 $16,081,476.24 $16,050,257.04 $16,050,257.04 $16,050,257.04 0)
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OF CALIFORNIA SHI INTERNATIONAL ( TMENT OF TECHNOLOGY PO 25-0198737/SC 25-0

LOCALS PRICING
B C ❑ E F G H 1 J K L M N Qty Level D Unit Year 1 Unit Year 1 Year 2 Unit Year 2 Year 3 Unit Year 3 Year 4 Unit Year 4 Year 5 Unit Tuber Item Description(G5} Qty (For Monthly Price Monthly Price Discount Monthly Price Discount Monthly Price Discount Monthly Price Discount Monthly Price )33 M365 G5 FSA Renewal GCC Sub Per User(Renewal) 1 77,514 541.04 541 49 -1.10% S41.49 -1-10% $42.89 -4.51% 54289 -4.51% 542 89 T35 M365 G5 GCC Sub Per User(Full)(Renewal) 1 7.587 S45.22 S45.72 -1.11% 545.72 -1.11% 346.91 -3.74% S46 91 -3.74% 546.91 T35 M365 G5 GCC Sub Per User(Full)(Net New)(True-Ups) 1 1 S45.22 545 72 -1.11% 545 72 -1.11% 346.91 -3.74% S46.91 -3.74% S46.91 Yearly Total(Far Evaluation Purposes Only) 85,102 $42,755,750.64 542,755,750.64 $44,166,342.48 $44,166,342.48 444,166,342.48 Qty Level D Unit Year 1 Unit Year 1 Year 2 Unit Year 2 Year 3 Unit Year 3 Year 4 Unit Year 4 Year 5 Unit mber Item Description(Copilot) Qty (For Monthly Price Monthly Price Discount Monthly Price Discount Monthly Price Discount Monthly Price Discount Monthly Price 358 M355 Copilot GCC Sub Add-on 1 2.000 324.00 S24 26 -1.08% 524 26 -1.08% 524 26 -1.08% 524 26 -1.08% 524 26 (If IW>=20%at start of Agreement)(Net New)(True-Ups)
358 M365 Copilot GCC Sub Add-on 1 1,000 330.00 S30.33 -1.10% 530.33 -1.10% 530.33 -1.10% 530.33 -1.10% 530.33 (If IW<20%at start of Agreement)(Net New)(True-Ups)
Yearly Total(For Evaluation Purposes Only) 3,000 $946,200.00 $946,200.00 $946,200.00 $946,200.00 $946,200.00 Qty Level 0 Unit Year 1 Unit Year 1 Year 2 Unit Year 2 Year 3 Unit Year 3 Year 4 Unit Year 4 Year 5 Unit mber Item Description(Add-Ons) Qty (For Monthly Price Monthly Price Discount Monthly Price Discount Monthly Price Discount Monthly Price Discount Monthly Price )01 Advanced Audit 10 Year GCC Sub Add-on(Net New)(True-Ups) 1 1 $1.50 51.51 -0.67% 51.51 -0.67% S1.51 -0.67% S1.51 -0 67% S1.51 003 Al Builder Capacity T1 AO GCC(Net New)(True-Ups) I 1 5484.00 5489.33 -1.10% 5489.33 -1.10% $489.33 -1.10% $489.33 -1.10% 5489.33 301 Al Builder Capacity T2 AO GCC(Net New)(True-Ups) 1 1 S363.00 S367.00 -1.10% $367.00 -1.10% 5367.00 -1.10% $367.00 -1.10% $367.00 201 AI Builder Capacity T3 AO GCC(Net New)(True-Ups) 1 1 5242.00 5244.67 -1.10% 5244.67 -1.10% 3244.67 -1.10% 5244.67 -1.10% 5244.67 001 Copilot Studio GCC Sub(Messages)(Net New)(True-Ups) 1 1 3200.00 3202.20 -1.10% 5202.20 -1.10% 5202.20 -1.10% 3202.20 -1.10% 3202.2C )03 Copilot Studio Legacy USL GCC Sub Per User(Net New)(True-Ups) 1 8 50.00 $0.00 0.00% $0.00 0.00% 50.00 0.00% $0.00 0.00% S0.00 301 13365 Case Management GCC Sub Per User(Net New)(True-Ups) 1 164 534.14 534.52 -1.11% $34.52 -1.11% $34.52 -1.11% 834.52 -1.11% 534.52 005 D365 Customer Service GCC Sub Per User(Net New)(True-Ups) 1 69 592.40 593.42 -1.10% 393.42 -1.10% 593.42 -1.10% 593.42 -1.10% 593.42 301 D365 Field Service GCC Sub Per Device(Net New)(True-Ups) 1 1 5140 80 S142.35 -1.10% 5142.35 -1.10% 5142.35 -1.10% $142.35 -1.10% 3142.35 302 D365 Field Service GCC Sub Per User(Net New)(True-Ups) 1 1 592.40 $93.42 -1.10% 593.42 -1.10% 393.42 -1.10% 593.42 -1.10% 593.42 305 D365 Finance GCC Sub Per User(Net New)(True-Ups) 1 1 S184.80 S186.84 -1.10% $186.84 -1.10% 3186.84 -1.10% 5186.84 -1.10% 3186.84 e C D E F G H I J K L M Al 01 D365 Operations Activity GCC Sub(Net New)(True-Ups) 1 1 544.00 544.49 1.11% 544 49 -1.11% 544 49 -1.11% 544 49 -1.11% 544.49 01 D365 Operations Sandbox T2 GCC Sub Add-on(Net New)(True-Ups) 1 1 51.188.00 $1 201.07 -1.10% S1 201.07 -1.10% 51.201.07 -1.10% S1,201.07 -1.10% 51.201.07 )03 D365 Sales GCC Sub Per User(Net New)(True-Ups) 1 1 592.40 393.42 -1.10% 393.42 -1.10% $93.42 . -1.10% $93.42 -1.10% 593.42 105 D365 Supply Chain Management GCC Sub Per User(Net New)(True-Ups) 1 1 S184.80 3186.84 -1.10% 5186.84 -1.10% 5186.84 -1.10% $186.84 -1.10% S186.84 001 D365 Team Members GCC Sub Per User(Net New)(True-Ups) 1 250 37.04 57.12 -1.14% 57.12 -1.14% 57.12 -1.14% 57.12 -1.14% S7 12 301 Dataverse Database Capacity AO GCC Sub(Net New)(True-Ups) 1 1 535.20 $35.59 -1.11% 335.59 -1.11% 335.59 -1.11% 535.59 -1.11% 535.59 )01 Dataverse File Capacity AO GCC Sub(Net New)(True-Ups) 1 1 31.76 51.78 -1.14% 31.78 -1.14% 51.78 -1.14% $1.78 -1.14% 31.78 )01 Dataverse Log Capacity AO GCC Sub(Net New)(True-Ups) 1 1 38.80 58.90 -1.14% 38.90 -1.14% 58.90 -1.14% 38.90 -1.14% 38.90 )1 Defender Endpoint Server GCC Sub(Net New)(True-Ups) 1 1 S4.42 54.47 -1.13% $4.47 -1.13% 54.47 -1.13% 54.47 -1.13% 34.47 )13 Defender Vulnerability Management AO GCC Sub Per User(Net New)(True-Ups) 1 1 32.00 32.02 -1.00% $2.02 -1.00% 52.02 -1.00% $2.02 -1.00% 32.02 T12 Entra ID Governance P2 Gov Sub Add-on(Net New)(True-Ups) 1 1 33 52 53.56 -1.14% $3.56 -1.14% 33.56 -1.14% S3.56 -1.14% 33 56 1001 Entra ID P1 Gov Sub Per User(Net New)(True-Ups) 1 1 S4 49 54.54 -1.11% 54.54 -1.11% 54.54 -1.11% $4.54 -1.11% 54.54 1001 Entra ID P2 Gov Sub Per User(Net New)(True-Ups) 1 704 S6 73 56.80 -1.04% 46.80 -1.04% 36.80 -1.04% 36.80 -1.04% S6.80 )01 EGA Exchange Online GCC Sub Per User(Net New)(True-Ups) 1 200 $2.32 S2 34 -0.86% 52.34 -0.86% 32.34 -0.86% 52.34 -0.86% $2.34 )01 Exchange Online Kiosk GCC Sub Per User(Net New)(True-Ups) 1 1 51.76 Si 78 -1.14% 31.78 -1.14% 31.78 -1.14% 51.78 -1.14% 31.78 0)
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OF CALIFORNIA SHI INTERNATIONAL ( TMENT OF TECHNOLOGY PO 25-0198737/SC 25-0 6 C p E F G H I 3 K L M N 301 Exchange Online P1 GCC Sub Per User(Net New)(True-Ups) 1 103 52.99 33.02 -1.00% $3.02 -1.00% 53.02 -1.00% S3 02 -1.00% S3.02 )03 Exchange Online P2 GCC Sub Per User(Net New)(True-Ups) 1 450 55.98 S6.04 -1.00% $6.04 -1.00% S6.04 -1.00% 36.04 -1.00% 56.04 002 GitHub Advanced Security Sub Add-on(Net New)(True-Ups) 1 1 536.65 337.06 -1.12% $37.06 -1.12% 337.06 -1.12% $37.06 -1.12% $37.06 302 GitHub Enterprise Sub Per User(Net New)(True-Ups) 1 1 $15.71 515.88 -1.08% $15.88 -1 08% S15.88 -1.08% 315.88 -1.08% 515.88 001 Intune Device P1 GCC Sub Per Device(Net New)(True-Ups) 1 1 31.65 S1.66 -0.61% 51.66 -0.61% 51.66 -0.61% $1.66 -0.61% 51.66 303 Intune Remote Help for Gov Sub Per User(Net New)(True-Ups) 1 1 S3.08 S3.11 -0.97% 53.11 -0.97% S3.11 -0.97% S3.11 -0.97% S3.11 €24 Intune Suite for Gov Sub Per User(Net New)(True-Ups) 1 1 58.80 58.89 -1.02% 38.89 -1.02% 38.89 -1.02% S8.89 -1.02% 58.89 302 0365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB 1 48,381 50 18 50.18 0.00% $0.18 0.00% 30.18 0.00% 50.18 0.00% 30.18 (Net New)(True-Ups)
)02 0365 G1 GCC Sub Per User(Net New)(True-Ups) 1 1.650 58.80 58.90 -1.14% 58.90 -1.14% 38.90 -1.14% $8.90 -1.14% $8.90 )02 OneDrive business P1 GCC Sub Per User(Net New)(True-Ups) 1 1 53.74 53.78 -1.07% 53.78 -1.07% S3.78 -1.07% 33.78 -1.07% 53.78 004 Phone Resource Account GCC Sub Phone System Virtual User 1 1 50.00 50.00 0.00% 50.00 0.00% 50.00 0.00% 50.00 0.00% $0.00 (Net New)(True-Ups)
101 Planner&Project P3 FSA GCC Renewal Sub Per User(Net New)(True-Ups) 1 193 519 08 519.29 -1.10% $19.29 -1.10% 519.29 -1.10% 519.29 -1.10% 519.29 301 Planner&Project P3 GCC Sub Per User(Net New)(True-Ups) 1 848 S22 44 322.69 -1.11% $22.69 -1.11% 522.69 -1.11% $22.69 -1.11% S22.69 301 Planner&Project P5 FSA GCC Renewal Sub Per User(Net New)(True-Ups) 1 1 S34 97 535.36 -1.12% 535.36 -1.12% 335 36 -1.12% $35.36 -1.12% 535 36 101 Planner&Project P5 GCC Sub Per User(Net New)(True-Ups) 1 30 341.14 541.60 -1.12% 341.60 -1.12% 541.60 -1.12% 341.60 -1.12% 541.60 03 Power Apps Per App GCC Sub 1 App or Website(Net New)(True-Ups) 1 1,013 54.40 S4.45 -1.14% $4.45 -1.14% 54.45 -1.14% 34.45 -1.14% 54.45 )01 Power Apps Premium GCC Sub Per User(Net New)(True-Ups) 1 173 317 60 517.80 -1.14% $17.BO -1.14% 517 80 -1.14% 317.80 -1.14% $17.80 )05 Power Apps Premium GCC Sub Per User(2000 Seat Min)(Net New)(True-Ups) 1 1 $10.56 510.68 -1.14% $10.68 -1.14% 510.68 -1.14% 310.68 -1.14% $10.68 )01 Power Automate Flow GCC Sub Min 5 Licenses(Net New)(True-Ups) 1 1 588.00 S88.97 -1.10% 588.97 -1.10% $88.97 -1.10% $88.97 -1.10% 588.97 301 Power Automate GCC Sub Per User(Net New)(True-Ups) 1 34 513.20 S13.35 -1.14% S13.35 -1.14% S13.35 -1.14% 313.35 -1.14% 313.35 303 Power Automate Hosted Process GCC Sub(Net New)(True-Ups) 1 1 S215.00 $217.37 -1.10% 5217.37 -1.10% $217.37 -1.10% 5217.37 -1.10% 5217.37 301 Power Automate Premium GCC Sub Per User(Net New)(True-Ups) 1 1 $13.20 513.35 -1.14% 513.35 -1.14% 513.35 -1.14% $13.35 -1.14% 313.35 101 Power Automate Process GCC Sub(Net New)(True-Ups) 1 1 S132.00 S133.46 -1.11% S133.46 -1.11% 5133.46 -1.11% 5133.46 -1.11% 5133.46 301 Power Automate Unattended RPA AO GCC Sub Per Bot(Net New)(True-Ups) 1 1 3132.00 3133.46 -1.11% 5133.46 -1.11% 3133.46 -1.11% 3133.46 -1.11% 5133.46 102 Power El Premium EM1 GCC Sub(Net New)(True-Ups) 1 1 3467.50 S472.65 -1.10% 5472.65 -1.10% 3472.65 -1.10% $472.65 -1.10% $472.65 )02 Power BI Premium P1 GCC Sub(Net New)(True-Ups) 1 2 33.736.26 $3.777.36 -1.10% $3.777.36 -1.10% $3.777.36 -1.10% 33.777.36 -1.10% 33.777.36 B C D E F G H I 1 K L NI N 03 Power El Premium USL AO GCC Sub Add-on(Net New)(True-Ups) 1 10 57.48 57.56 -1.07% 57.56 -1.07% $7.56 -1.07% 57.56 -1.07% $7.56 )04 Power BI Premium USL GCC Sub Per User(Net New)(True-Ups) 1 29 516.46 516.64 -1.09% $16.64 -1.09% 516.64 -1.09% 516.64 -1.09% 316.64 301 Power BI Pro GCC Sub Per User(Net New)(True-Ups) 1 1 38.22 38.31 -1.09% 38.31 -1.09% $8.31 -1.09% 58.31 -1.09% $8.31 )001 Power Pages Anonymous Users Ti GCC Sub(500 User/Sle/Mo) 1 1 566.00 566.73 -1.11% 566.73 -1.11% 366.73 -1.11% 366.73 -1.11% $66.73 (Net New)(True-Ups)
001 Power Pages Anonymous Users T2 GCC Sub(20 Units 500 User/Ste/Mo Min)) 1 1 533.00 533.37 -1.12% 533.37 -1.12% 533.37 -1.12% $33.37 -1.12% 533.37 (Net New)(True-Ups)
•
)001 Power Pages Anonymous Users T3 GCC Sub(200 Units 500 User/Site/Mo Min) 1 1 322.00 $22.25 -1.14% S22.25 -1.14% $22.25 -1.14% S22.25 -1.14% 522.25 (Net New)(True-Ups)
0001 Power Pages Auth Users T1 GCC Sub(100 User/Site/Mo)(Net New)(True-Ups) 1 1 5176.00 3177 94 -1.10% S177.94 -1.10% S177 94 -1.10% 3177 94 -1.10% 3177.94 • 1001 Power Pages Auth Users T2 GCC Sub(100 Units 100 User/SIte/Mo Min) 1 1 $66 00 566.73 -1.11% 366.73 -1.11% 366 73 -1.11% $66.73 -1.11% 366.73 (Net New)(True-Ups)
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Power Pages Auth Users T3 GCC Sub(1000 Units 100 User/Site/Mo Min) 1 1 544.00 544.49 -1.11% $44.49 -1.11% $44.49 1.1 1% 544.49 1.11% 344.49 (Net New)(True-Ups)
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301 Priva Risk GCC Sub Per User(Net New)(True-Ups) 1 1 53.74 53.77 -0.80% 53.77 -0.80% 33.77 -0.80% 53.77 -0.80% $3.77 • 301 Project Online Essentials GCC Sub Per User(Net New)(True-Ups) 1 30 55.24 35.30 -1.15% 55.30 -1.15% $5.30 -1.15% $5.30 -1.15% $5.30 • 102 Project P1 GCC Sub Per User(Net New)(True-Ups) 1 1 57.48 57.56 -1.07% S7.56 -1.07% 37.56 -1.07% 57.56 -1.07% $7.56 •
)01 SharePoint Advanced Management P1 GCC Sub Per User(Net New)(True-Ups) 1 1 52.24 52.26 -0.89% 52.26 -0.89% 32.26 -0.89% 52.26 -0.89% $2.26 •
303 SharePoint P2 GCC Sub Per User(Net New)(True-Ups) 1 1 57.4E 37.56 -1.07% 57.56 -1.07% $7.56 -1.07% 57.56 -1.07% $7.56 •
34 SharePoint Syntex GCC Sub Add-on(Net New)(True-Ups) 1 1 $3.74 5.3.78 -1.07% 53.78 -1.07% 53.78 -1.07% 53.78 -1.07% $3.78 •
301 Tens AC with Dial Out US/CA GCC Sub Add-on(Net New)(True-Ups) 1 150 $0.00 50.00 0.00% 30.00 0.00% 50.00 0.00% 30.00 0.00% $0.00 •
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OF CALIFORNIA SHI INTERNATIONAL ( TMENT OF TECHNOLOGY PO 25-0198737/SC 25-0 H C ❑ E F G H I 1 K L M N 001 Teams Phone Mobile GCC Sub Per User(Net New)(True-Ups) 1 1 S0 00 30.00 0.00% S0.00 0.00% 50.00 0.00% $0.00 0.00% $0.00 373 Teams Phone Standard Frontline Worker GCC Sub Per User(Net New)(True-UpE 1 1 $4.00 34.04 -1.00% 54 04 -1.00% $4.04 -1.00% 34.04 -1.00% $4.04 )04 Teams Phone Standard GCC Sub Add-on 0365 F3(Net New)(True-Ups) 1 1 36.58 36.65 -1.06% S6.65 -1.06% 56.65 -1.06% $6.65 -1.06% 36.65 )03 Teams Phone Standard GCC Sub Per User(Net New)(True-Ups) 1 1 36.58 36.65 -1.06% $6.65 -1.06% S6.65 -1.06% S6.65 -1.06% 36.65 1004 Teams Premium GCC Sub Per User(Net New)(True-Ups) 1 1 $10.00 $10.11 -1.10% 510.11 -1.10% 510.11 -1.10% $10.11 -1.10% $10.11 301 Teams Rooms Pro GCC Sub Per Device(Net New)(True-Ups) 1 1 S35.20 535.59 -1.11% 535.59 -1.11% S35.59 -1.11% $35.59 -1.11% S35.59 101 Teams Shared Devices GCC Sub Per Device(Net New)(True-Ups) 1 544 55.98 56.04 -1.00% 56.04 -1.00% 56.04 -1.00% 36.04 -1.00% 56.04 1001 Visio P1 GCC Sub Per User(Net New)(True-Ups) 1 13 S3.74 S3.78 -1.07% S3.78 -1.07% $3.78 -1.07% S3.78 -1.07% 33.78 ]03 Visio P2 FSA GCC Renewal Sub Per User(Net New)(True-Ups) 1 542 39.54 39.65 -1.15% 59.65 -1.15% 59.65 -1.15% $9.65 -1.15% $9.65 301 Visio P2 GCC Sub Per User(Net New)(True-Ups) 1 1,684 311.22 S11.34 -1.07% $11.34 -1.07% $11.34 -1.07% 311.34 -1.07% S11.34 001 Win OLS Activation User GCC Sub Per User(Net New)(True-Ups) 1 1 $0.00 30.00 0.00% S0.00 0.00% %0.00 0.00% s0.00 0.00% 30.00 001 Yammer Enterprise GCC Sub Add-on To 0365 M365 F3 E5(Net New)(True-Ups) 1 1 30.00 30 00 0.00% 30.00 0.00% S0.00 0.00% SO 00 0.00% S0.00 Yearly Total(For Evaluation Purposes Only) 57,329 S1,425,014.76 51,425,014.76 S1,425,014.76 S1,425,014.76 $1,425,014.76 0)
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STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737

EXHIBIT D

GENERAL PROVISIONS
These provisions are hereby incorporated by reference. The provisions are revised and effective 2/20/2025 for the Cloud and Non-Cloud.

Cloud Computing Services — General Provisions (DGS PD 402-ITGP Cloud (REV. 02/20/2025)) https://www.dgs.ca.gov/%7E/media/Divisions/PD/Acquisitions/Solicitation-Document- Attachments/IT-General-Provisions-Cloud-DGS-PD-4021TGP-Revised-02202025.pdf

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737

EXHIBIT E

SPECIAL PROVISIONS
These provisions are hereby incorporated by reference. The provisions are revised and effective January 2025 for the GenAl Special Provisions.

Generative Al (GENAI) Special Provisions
https://cdt.ca.gov/wp-content/uploads/2025/02/GenAl-Special-Provisions-January-2025.pdf

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737

EXHIBIT F

SPECIAL TERMS AND CONDITIONS TO SAFEGUARD FEDERAL TAX INFORMATION Federal statute, regulations and guidelines require that all contracts for services relating to the processing, storage, transmission, or reproduction of federal tax returns or return information, the programming, maintenance, repair, or testing of equipment or other property, or the providing of other services, for tax administration purposes include the provisions contained in this exhibit.

Contractor agrees to comply with 26 United States Code (U.S.C) §6103(n), 26 Code of Federal Regulations (C.F.R) §301.6103(n)-1(a)(2) and (d), and Internal Revenue Service (IRS) Publication 1075, Tax Information Security Guidelines for Federal, State and Local Agencies (Rev. 11-2021), Section 2.C.8., 2.C.9, and Exhibit 7) and all applicable conditions and restrictions as may be prescribed by the IRS by regulation, published rules or procedures, or written communication to the contractor.

Internal Revenue Service (IRS) Publication 1075, Tax Information Security Guidelines for Federal, State and Local Agencies (Rev. 11-2021) https://www.irs.gov/pub/irs-pdf/p1075.pdf EXHIBIT 7 - SAFEGUARDING CONTRACT LANGUAGE
I. PERFORMANCE
In performance of this contract, the Contractor agrees to comply with and assume responsibility for compliance by officers or employees with the following requirements:
(1)All work will be performed under the supervision of the contractor. (2) The contractor and contractor's officers or employees to be authorized access to FTI must meet background check requirements defined in IRS Publication 1075. The contractor will maintain a list of officers or employees authorized access to FTI. Such list will be provided to the agency and, upon request, to the IRS.
(3) FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the provisions of this contract. FTI in any format shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection or disclosure of FTI to anyone other than the contractor or the contractor's officers or employees authorized is prohibited. (4) FTI will be accounted for upon receipt and properly stored before, during, and after processing. In addition, any related output and products require the same level of protection as required for the source material.
(5) The contractor will certify that FTI processed during the performance of this contract will be completely purged from all physical and electronic data storage with no output to be retained by the contractor at the time the work is completed. If immediate purging of physical and electronic data storage is not possible, the contractor will certify that any FTI in physical or electronic storage will remain safeguarded to prevent unauthorized disclosures.

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 (6)Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the agency. When this is not possible, the contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts and will provide the agency with a statement containing the date of destruction, description of material destroyed, and the destruction method.
(7) All computer systems receiving, processing, storing, or transmitting FTI must meet the requirements in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, and technical controls. All security features must be available and activated to protect against unauthorized use of and access to FTI.
(8) No work involving FTI furnished under this contract will be subcontracted without the prior written approval of the IRS.
(9) Contractor will ensure that the terms of FTI safeguards described herein are included, without modification, in any approved subcontract for work involving FTI. (10) To the extent the terms, provisions, duties, requirements, and obligations of this contract apply to performing services with FTI, the contractor shall assume toward the subcontractor all obligations, duties and responsibilities that the agency under this contract assumes toward the contractor, and the subcontractor shall assume toward the contractor all the same obligations, duties and responsibilities which the contractor assumes toward the agency under this contract. (11) In addition to the subcontractor's obligations and duties under an approved subcontract, the terms and conditions of this contract apply to the subcontractor, and the subcontractor is bound and obligated to the contractor hereunder by the same terms and conditions by which the contractor is bound and 202 obligated to the agency under this contract. (12) For purposes of this contract, the term "contractor" includes any officer or employee of the contractor with access to or who uses FTI, and the term "subcontractor" includes any officer or employee of the subcontractor with access to or who uses FTI. (13) The agency will have the right to void the contract if the contractor fails to meet the terms of FTI safeguards described herein.

II. CRIMINAL/CIVIL SANCTIONS
(1) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that FTI disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any FTI for a purpose not authorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution. (2) Each officer or employee of a contractor to whom FTI is or may be accessible shall be notified in writing that FTI accessible to such officer or employee may be accessed only for a purpose and to the extent authorized herein, and that access/inspection of FTI without an official need-to-know for a purpose not authorized herein constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution.

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 (3) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that any such unauthorized access, inspection or disclosure of FTI may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1,000 for each unauthorized access, inspection, or disclosure, or the sum of actual damages sustained as a result of such unauthorized access, inspection, or disclosure, plus in the case of a willful unauthorized access, inspection, or disclosure or an unauthorized access/inspection or disclosure which is the result of gross negligence, punitive damages, plus the cost of the action. These penalties are prescribed by IRC sections 7213, 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1. (3)Additionally, it is incumbent upon the contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.
(4) Granting a contractor access to FTI must be preceded by certifying that each officer or employee understands the agency's security policy and procedures for safeguarding FTI. A contractor and each officer or employee must maintain their authorization to access FTI through annual recertification of their understanding of the agency's security policy and procedures for safeguarding FTI. The initial certification and recertifications must be documented and placed in the agency's files for review. As part of the certification and at least annually afterwards, a contractor and each officer or employee must be advised of the provisions of IRC sections 7213, 7213A, and 7431 (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training on the agency's security policy and procedures provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches. (See Section 10) For the initial certification and the annual recertifications, the contractor and each officer or employee must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements.

III. INSPECTION
The IRS and the Agency, with 24-hour notice, shall have the right to send its inspectors into the offices and plants of the contractor to inspect facilities and operations performing any work with FTI under this contract for compliance with requirements defined in IRS Publication 1075. The IRS' right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. Based on the inspection, corrective actions may be required in cases where the contractor is found to be noncompliant with FTI safeguard requirements.

IRS Publication 1075 (Rev. 11/2021) Section 2.C.8, Control over Processing through 2.C.9, Service Level Agreements (SLA)

2.C.8 Controls Over Processing

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0 1 987 3 71 SC 25-0198737 The agency must establish adequate controls to prevent disclosing FTI to other state agencies, tax or non-tax, or to political subdivisions, such as cities or counties,for any purpose, including tax administration, absent explicit written IRS authority granted under IRC § 6103(p)(2)(B).

Processing of FTI in an electronic media format including removable media, microfilms, photo impressions or the conversion to other formats (including tape reformatting or duplication, reproduction or conversion to digital images or hard copy printout)will be performed as indicated in the environments listed in 2.C.8.1 and 2.C.8.2.

2.C.8.1 Agency-owned and Operated Facility
Processing under this method will take place in a manner that will protect the confidentiality of the information on the electronic media.All safeguards outlined in this publication also must be followed and will be subject to IRS safeguard reviews.

2.C.8.2 Agency, Contractor or Sub-Contractor Shared Facilities Recipients of FTI are permitted to use a shared facility but only in a manner that does not allow access to FTI by employees, agents, representatives, or contractors of other agencies using the shared facility.

For purposes of applying sections 6103(I), (m) and (n), the term "agent" includes contractors and subcontractors.

Access restrictions pursuant to the IRC authority by which the FTI is received continue to apply; for example, human services agencies administering benefit eligibility programs may not allow contractors or sub-contractors, including consolidated data center contractors, access to any FTI.

The agency must include, as appropriate, the requirements specified in Exhibit 7, Safeguarding Contract Language.

The agency, as well as its contractor, sub-contractor and shared sites that receive, process, store, access, protect and/or transmit FTI, are subject to Safeguard reviews.

These requirements also apply to releasing electronic media to a private contractor, sub- contractor or other agency office, even if the purpose is merely to erase the old media for reuse.

2.C.9 Service Level Agreements (SLA)
Agencies using support functions, including, but not limited to, consolidated data centers, shared print facilities, and disaster recovery sites, must implement appropriate controls to ensure the protection of FTI. This includes a service level agreement(SLA)between the agency authorized to receive FTI and support functions.The SLA must cover the following:
• The agency with authority to receive FTI is responsible for ensuring the protection of all FTI received. The state support function shares responsibility for safeguarding FTI. • The Exhibit 7 language must be included in the SLA between the recipient agency and support functions and in all contracts involving contractors or sub-contractors hired by the state support function.

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0 1 987 3 71 SC 25-0198737 • The SLA provides written notification to the state support function's management that they are bound by the provisions of Publication 1075, relative to protecting all FTI within their possession or control.
• The SLA shall detail the IRS's right to inspect state support function facilities and operations receiving, processing, storing, accessing, protecting and/or transmitting FTI under this agreement to assess compliance with requirements defined in IRS Publication 1075. The SLA shall specify that IRS's right of inspection includes the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT)assets that access, store, process ❑r transmit FTI. • The SLA shall detail the state support function's responsibilities to address corrective action recommendations to resolve findings of noncompliance identified by IRS inspections.
• The agency will conduct an internal inspection of the state support function every 18 months, as described in Section 2.D.3, Internal Inspections. Multiple agencies sharing a state support function such as a consolidated data center may partner together t❑ conduct a single, comprehensive internal inspection. However, care must be taken to ensure agency representatives do not gain unauthorized access to other agencies' FTI during the internal inspection.
• The employees from the state support function with access to or use of FTI, including system administrators and programmers, must:

1. Meet the background check requirements defined in Background Investigation Minimum Requirements and

2. Receive disclosure awareness training and sign a confidentiality statement, prior to initial access to or use of FTI, as well as annually thereafter. These provisions also extend to any contractors or sub-contractors hired by the state support function that have authorized access to or use of FTI.
• The specific data breach incident reporting procedures for all state support function employees, contractors and sub-contractors must be covered. The required disclosure awareness training must include a review of these procedures. • Responsibilities must be identified for coordination of the 45-day notification of the use of contractors or sub-contractors with access to FTI.
• Require a formal sanction process for individuals covered by the SLAfor failing to comply with established FTI security policies and procedures. Notification of designated agency personnel is required within 72 hours when the formal sanction is a proposed disciplinary or adverse action involving an unauthorized access or disclosure of FTI and must include the date the unauthorized access ❑r disclosure of FTI occurred.

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0 1 987 3 71 SC 25-0198737 Generally, consolidated data centers are operated either by a separate state agency (e.g., Department of Information Services)or by a private contractor or sub-contractor. If an agency is considering transitioning to either a state-owned or private vendor consolidated data center, the Office of Safeguards strongly suggests the agency submit a request for discussions with Safeguards as early as possible in the decision making or implementation planning process. The purpose of these discussions is to ensure the agency remains compliant with safeguarding requirements during the transition to the consolidated data center.

Disclosure awareness training videos produced by the IRS can be found at:
https://www.irs.aov/privacv-disclosure/irs-disclosure-awareness-videos

REFERENCES
26 U.S.C. 56103(n) Confidentiality and disclosure of returns and return information (n) Certain other Persons
Pursuant to regulations prescribed by the Secretary, returns and return information may be disclosed to any person, including any person described in section 7513(a), to the extent necessary in connection with the processing, storage, transmission, and reproduction of such returns and return information, the programming, maintenance, repair, testing, and procurement of equipment, and the providing of other services,for purposes of tax administration. 26 C.F.R. §301.6103(n)-1 Disclosure of returns and return information in connection with written contracts or agreements for the acquisition of property or services for tax administration purposes. (a) General rule.
(1) Pursuant to the provisions of section 6103(n) of the Internal Revenue Code and subject to the conditions of this section, officers and employees of the Treasury Department, a State tax agency, the Social Security Administration, or the Department of Justice, are authorized to disclose returns and return information (as defined in section 6103(b)) to any person (including, in the case of the Treasury Department, any person described in section 7513(a)), or to an officer or employee of the person, for purposes of tax administration (as defined in section 6103(b)(4)), to the extent necessary in connection with a written contract or agreement for the acquisition of-
(i) Equipment or other property; or
(ii) Services relating to the processing, storage, transmission, or reproduction of returns or return information, the programming, maintenance, repair, or testing of equipment or other property, or the providing of other services.
(2)Any person, or officer or employee of the person, who receives returns or return information under paragraph (a)(1) of this section, may -
(i) Further disclose the returns or return information to another officer or employee of the person whose duties or responsibilities require the returns or return information for a purpose described in this paragraph (a); or

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0 1 987 3 71 SC 25-0198737 (ii) Further disclose the returns or return information, when authorized in writing by the Internal Revenue Service (IRS), to the extent necessary to carry out the purposes described in this paragraph (a). Disclosures may include disclosures to an agent or subcontractor of the person, or officer or employee of the agent or subcontractor. (3)An agent or subcontractor, or officer or employee of the agent or subcontractor, who receives returns or return information under paragraph (a)(2)(ii) of this section, may further disclose the returns or return information to another officer or employee of the agent or subcontractor whose duties or responsibilities require the returns or return information for a purpose described in this paragraph (a).
(4)Any person, or officer, employee, agent or subcontractor of the person, or officer or employee of the agent or subcontractor, who receives returns or return information under this paragraph (a), may, subject to the provisions of 301.6103(p)(2)(B)-1 (concerning disclosures by a Federal, State, or local agency, or its agents or contractors), further disclose the returns or return information for a purpose authorized, and subject to all applicable conditions imposed, by section 6103.
(b) Limitations.
(1) Disclosure of returns or return information in connection with a written contract or agreement for the acquisition of property or services described in paragraph (a) of this section will be treated as necessary only if the performance of the contract or agreement cannot otherwise be reasonably, properly, or economically carried out without the disclosure. (2) Disclosure of returns or return information in connection with a written contract or agreement for the acquisition of property or services described in paragraph (a) of this section shall be made only to the extent necessary to reasonably, properly, or economically perform the contract. For example, disclosure of returns or return information to employees of a contractor for purposes of programming, maintaining, repairing, or testing computer equipment used by the IRS or a State tax agency shall be made only if the services cannot be reasonably, properly, or economically performed without the disclosure. If it is determined that disclosure of returns or return information is necessary, and if the services can be reasonably, properly, or economically performed by disclosure of only parts or portions of a return or if deletion of taxpayer identity information (as defined in section 6103(b)(6)) reflected on a return would not seriously impair the ability of the employees to perform the services, then only the parts or portions of the return, or only the return with taxpayer identity information deleted, may be disclosed.
(c) Penalties. Any person, or officer, employee, agent or subcontractor of the person, or officer or employee of the agent or subcontractor, who receives returns or return information under paragraph (a) of this section, is subject to the civil and criminal penalty provisions of sections 7431, 7213, and 7213A for the unauthorized inspection or disclosure of the returns or return information.
(d) Notification requirements. Any person, or agent or subcontractor of the person, who receives returns or return information under paragraph (a)of this section shall provide written notice to his, her, or its officers and employees receiving the returns or return information that -

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0 1 987 3 71 SC 25-0198737 (1) Returns or return information disclosed to the officer or employee may be used only for a purpose and to the extent authorized by paragraph (a) of this section and that the officer or employee is subject to the civil and criminal penalty provisions of sections 7431, 7213, and 7213A for the unauthorized inspection or disclosure of the returns or return information; (2) Further inspection of any returns or return information for a purpose or to an extent not authorized by paragraph (a) of this section constitutes a misdemeanor, punishable upon conviction by a fine of as much as $1,000, or imprisonment for as long as 1 year, or both, together with costs of prosecution;
(3) Further disclosure of any returns or return information for a purpose or to an extent not authorized by paragraph (a) of this section constitutes a felony, punishable upon conviction by a fine of as much as $5,000, or imprisonment for as long as 5 years, or both, together with the costs of prosecution;
(4) Further inspection or disclosure of returns or return information by any person who is not an officer or employee of the United States for a purpose or to an extent not authorized by paragraph (a)of this section may result also in an award of civil damages against that person in an amount not less than $1,000 for each act of unauthorized inspection or disclosure; or the sum of actual damages sustained by the plaintiff as a result of the unauthorized inspection or disclosure plus, in the case of a willful inspection or disclosure or an inspection or disclosure that is the result of gross negligence, punitive damages. In addition, costs and reasonable attorneys fees may be awarded; and (5)A conviction for an offense referenced in paragraph (d)(2) or (3) of this section shall, in addition to any other punishment, result in dismissal from office or discharge from employment if the person convicted is an officer or employee of the United States. (e) Safeguards.
(1)Any person, or agent or subcontractor of the person, who may receive returns or return information under paragraph (a) of this section, shall agree, before disclosure of any returns or return information to the person, agent, or subcontractor, to permit an inspection by the IRS of his, her, or its site or facilities.
(2)Any person, or officer, employee, agent or subcontractor of the person, or officer or employee of the agent or subcontractor, who receives returns or return information under paragraph (a)of this section, shall comply with all applicable conditions and requirements as the IRS may prescribe from time to time (prescribed requirements) for the purposes of protecting the confidentiality of returns and return information and preventing any disclosure or inspection of returns or return information in a manner not authorized by this section.
(3)The terms of any written contract or agreement for the acquisition of property or services as described in paragraph (a) of this section shall provide, or shall be amended to provide, that any person, or officer, employee, agent or subcontractor of the person, or officer or employee of the agent or subcontractor,who receives returns or return information under paragraph(a) of this section, shall comply with the prescribed requirements.Any contract or agreement shall be made available to the IRS before execution of the contract or agreement. For purposes of this paragraph (e)(3), a written contract or agreement shall include any contract or agreement

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0 1 987 3 71 SC 25-0198737 between a person and an agent or subcontractor of the person to provide the property or services described in paragraph (a) of this section.
(4) If the IRS determines that any person, or officer, employee, agent or subcontractor of the person, or officer or employee of the agent or subcontractor,who receives returns or return information under paragraph (a) of this section, has failed to, or does not, satisfy the prescribed requirements, the IRS, consistent with the regulations under section 6103(p)(7), may take any actions it deems necessary to ensure that the prescribed requirements are or will be satisfied, including -
(i) Suspension of further disclosures of returns or return information by the IRS to the State tax agency, the Social Security Administration, or the Department of Justice, until the IRS determines that the conditions and requirements have been or will be satisfied; (ii) Suspension of further disclosures by the Treasury Department otherwise authorized by paragraph (a) of this section; and
(iii) Suspension or termination of any duty or obligation arising under a contract or agreement with the Treasury Department.
(f) Definitions. For purposes of this section -
(1)The term Treasury Department includes the IRS, the Office of the Chief Counsel for the IRS, and the Office of the Treasury Inspector General for Tax Administration; (2)The term State tax agency means an agency, body, or commission described in section 6103(d); and
(3)The term Department of Justice includes offices of the United States Attorneys. (g) Effective date. This section is applicable on June 5, 2007. 26 U.S.C. 7213. Unauthorized disclosure of information (a) Returns and return information
(1) Federal employees and other persons
It shall be unlawful for any officer or employee of the United States or any person described in section 6103(n) (or an officer or employee of any such person), or any former officer or employee, willfully to disclose to any person, except as authorized in this title, any return or return information (as defined in section 6103(b)). Any violation of this paragraph shall be a felony punishable upon conviction by a fine in any amount not exceeding $5,000, or imprisonment of not more than 5 years, or both, together with the costs of prosecution, and if such offense is committed by any officer or employee of the United States, he shall, in addition to any other punishment, be dismissed from office or discharged from employment upon conviction for such offense.
(2) State and other employees

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 It shall be unlawful for any person (not described in paragraph (1)) willfully to disclose to any person, except as authorized in this title, any return or return information (as defined in section 6103(11)) acquired by him or another person under subsection (d), (i)(1)(C), (3)(B)(i), or (7)(A)(ii), (k)(10), (13), (14), or (15), (1)(6), (7), (8), (9), (10), (12), (15), (16), (19), (20), or(21)or(m)(2), (4), (5), (6), or(7)of section 6103 or under section 6104(c).Any violation of this paragraph shall be a felony punishable by a fine in any amount not exceeding $5,000, or imprisonment of not more than 5 years, or both, together with the costs of prosecution. (3) Other persons
It shall be unlawful for any person to whom any return or return information (as defined in section 6103(b)) is disclosed in a manner unauthorized by this title thereafter willfully to print or publish in any manner not provided by law any such return or return information. Any violation of this paragraph shall be a felony punishable by a fine in any amount not exceeding $5,000, or imprisonment of not more than 5 years, or both, together with the costs of prosecution.
(4) Solicitation
It shall be unlawful for any person willfully to offer any item of material value in exchange for any return or return information (as defined in section 6103(b)) and to receive as a result of such solicitation any such return or return information. Any violation of this paragraph shall be a felony punishable by a fine in any amount not exceeding $5,000, or imprisonment of not more than 5 years, or both, together with the costs of prosecution. (5) Shareholders
It shall be unlawful for any person to whom a return or return information (as defined in section 6103(b)) is disclosed pursuant to the provisions of section 6103(e)(1)(D)(iii)willfully to disclose such return or return information in any manner not provided by law. Any violation of this paragraph shall be a felony punishable by a fine in any amount not to exceed $5,000, or imprisonment of not more than 5 years, or both, together with the costs of prosecution. (b) Disclosure of operations of manufacturer or producer Any officer or employee of the United States who divulges or makes known in any manner whatever not provided by law to any person the operations, style of work, or apparatus of any manufacturer or producer visited by him in the discharge of his official duties shall be guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than $1,000, or imprisoned not more than 1 year, or both, together with the costs of prosecution; and the offender shall be dismissed from office or discharged from employment.
(c) Disclosures by certain delegates of Secretary
All provisions of law relating to the disclosure of information, and all provisions of law relating to penalties for unauthorized disclosure of information, which are applicable in respect of any function under this title when performed by an officer or employee of the Treasury Department

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 are likewise applicable in respect of such function when performed by any person who is a "delegate" within the meaning of section 7701(a)(12)(B). (d) Disclosure of software
Any person who willfully divulges or makes known software (as defined in section 7612(d)(1)) to any person in violation of section 7612 shall be guilty of a felony and, upon conviction thereof, shall be fined not more than $5,000, or imprisoned not more than 5 years, or both, together with the costs of prosecution.
(e) Cross references
(1) Penalties for disclosure of information by preparers of returns For penalty for disclosure or use of information by preparers of returns, see section 7216. (2) Penalties for disclosure of confidential information For penalties for disclosure of confidential information by any officer or employee of the United States or any department or agency thereof, see 18 U.S.C. 1905. 26 U.S.C. 57213A. Unauthorized inspection of returns or return information (a) Prohibitions
(1) Federal employees and other persons
It shall be unlawful for—
(A) any officer or employee of the United States, or
(B) any person described in subsection (1)(18) or (n) of section 6103 or an officer or employee of any such person, willfully to inspect, except as authorized in this title, any return or return information.
(2) State and other employees
It shall be unlawful for any person (not described in paragraph (1)) willfully to inspect, except as authorized in this title, any return or return information acquired by such person or another person under a provision of section 6103 referred to in section 7213(a)(2) or under section 6104(c).
(b) Penalty
(1) In general
Any violation of subsection (a) shall be punishable upon conviction by a fine in any amount not exceeding $1,000, or imprisonment of not more than 1 year, or both, together with the costs of prosecution.

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 (2) Federal officers or employees
An officer or employee of the United States who is convicted of any violation of subsection (a) shall, in addition to any other punishment, be dismissed from office or discharged from employment.
(c) Definitions
For purposes of this section, the terms "inspect", "return", and "return information" have the respective meanings given such terms by section 6103(b). 26 U.S.C. §7431. Civil damages for unauthorized inspection or disclosure of returns and return information
(a) In general
(1) Inspection or disclosure by employee of United States If any officer or employee of the United States knowingly, or by reason of negligence, inspects or discloses any return or return information with respect to a taxpayer in violation of any provision of section 6103, such taxpayer may bring a civil action for damages against the United States in a district court of the United States. (2) Inspection or disclosure by a person who is not an employee of United States If any person who is not an officer or employee of the United States knowingly, or by reason of negligence, inspects or discloses any return or return information with respect to a taxpayer in violation of any provision of section 6103 or in violation of section 6104(c), such taxpayer may bring a civil action for damages against such person in a district court of the United States. (b) Exceptions
No liability shall arise under this section with respect to any inspection or disclosure— (1) which results from a good faith, but erroneous, interpretation of section 6103, or (2) which is requested by the taxpayer.
(c) Damages
In any action brought under subsection (a), upon a finding of liability on the part of the defendant, the defendant shall be liable to the plaintiff in an amount equal to the sum of— (1) the greater of—
(A) $1,000 for each act of unauthorized inspection or disclosure of a return or return information with respect to which such defendant is found liable, or (B) the sum of—
(i) the actual damages sustained by the plaintiff as a result of such unauthorized inspection or disclosure, plus

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 (ii) in the case of a willful inspection or disclosure or an inspection or disclosure which is the result of gross negligence, punitive damages, plus
(2) the costs of the action, plus
(3) in the case of a plaintiff which is described in section 7430(c)(4)(A)(ii), reasonable attorneys fees, except that if the defendant is the United States, reasonable attorneys fees may be awarded only if the plaintiff is the prevailing party (as determined under section 7430(c)(4)).
(d) Period for bringing action
Notwithstanding any other provision of law, an action to enforce any liability created under this section may be brought, without regard to the amount in controversy, at any time within 2 years after the date of discovery by the plaintiff of the unauthorized inspection or disclosure. (e) Notification of unlawful inspection and disclosure. If any person is criminally charged by indictment or information with inspection or disclosure of a taxpayer's return or return information in violation of—
(1) paragraph (1) or (2) of section 7213(a),
(2) section 7213A(a), or
(3) subparagraph (B) of section 1030(a)(2) of title 18, United States Code, the Secretary shall notify such taxpayer as soon as practicable of such inspection or disclosure. The Secretary shall also notify such taxpayer if the Internal Revenue Service or a Federal or State agency (upon notice to the Secretary by such Federal or State agency) proposes an administrative determination as to disciplinary or adverse action against an employee arising from the employee's unauthorized inspection or disclosure of the taxpayer's return or return information. The notice described in this subsection shall include the date of the unauthorized inspection or disclosure and the rights of the taxpayer under such administrative determination.
(f) Definitions
For purposes of this section, the terms "inspect", "inspection", "return", and "return information" have the respective meanings given such terms by section 6103(b). (g) Extension to information obtained under section 3406For purposes of this section— (1) any information obtained under section 3406 (including information with respect to any payee certification failure under subsection (d) thereof) shall be treated as return information, and
(2) any inspection or use of such information other than for purposes of meeting any requirement under section 3406 or (subject to the safeguards set forth in section 6103) for purposes permitted under section 6103 shall be treated as a violation of section 6103.

For purposes of subsection (b), the reference to section 6103 shall be treated as including a reference to section 3406.
(h) Special rule for information obtained under section 6103(k)(9)

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 For purposes of this section, any reference to section 6103 shall be treated as including a reference to section 6311(e).

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 ATTACHMENT 1

HIPAA BUSINESS ASSOCIATE AGREEMENT
If Customer is a Covered Entity or a Business Associate and includes Protected Health Information in Customer Data or FastTrack Data, execution of a license agreement that includes the Online Services Terms ("Agreement") will incorporate the terms of this HIPAA Business Associate Agreement ("BAA") into that Agreement. If there is any conflict between a provision in this BAA and a provision in the Agreement, this BAA will control.

1. Definitions.

Except as otherwise defined in this BAA, capitalized terms shall have the definitions set forth in HIPAA, and if not defined by HIPAA, such terms shall have the definitions set forth in the Agreement.
"Breach Notification Rule" means the Breach Notification for Unsecured Protected Health Information Final Rule.
"Business Associate" shall have the same meaning as the term "business associate" in 45 CFR § 160.103 of H I PAA.
"Covered Entity"shall have the same meaning as the term "covered entity" in 45 CFR§ 160.103 of H I PAA.
"Customer", for this BAA only, means Customer and its Affiliates. "FastTrack Data" means all data, including all text, sound, video, or image files, and software, that are provided to Microsoft by or on behalf of Customer for Microsoft's performance of the FastTrack Services.
"FastTrack Services" means the onboarding and migration services for Office 365 Services specified as being in scope for this BAA on the FastTrack Center BAA site at http://aka.ms/FastTrackBAA (or successor site) that are provided to Customer by Microsoft in connection with Customer's subscription for Office 365 Services, excluding services that are performed using third-party software or software that is not hosted by Microsoft. "HIPAA" collectively means the administrative simplification provision of the Health Insurance Portability and Accountability Act enacted by the United States Congress, and its implementing regulations, including the Privacy Rule, the Breach Notification Rule, and the Security Rule, as amended from time to time, including by the Health Information Technology for Economic and Clinical Health ("HITECH") Act and by the Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules; Final Rule.
"Microsoft Online Services", for this BAA only, means Office 365 Services, Microsoft Azure Core Services, Microsoft Dynamics 365 Core Services, Microsoft Intune Online Services, Microsoft Power Platform Core Services, and/or Microsoft Cloud App Security, each as defined in the "Data Protection Terms" section of the Online Services Terms incorporated into the Agreement; Microsoft Healthcare Bot; and any additional Azure online services and U.S.

Government online services listed as in scope for this BAA on the Microsoft Trust Center at https://www.microsoft.com/en-us/trustcenter/Compliance/HIPAA (or successor site); excluding Previews.
"Privacy Rule" means the Standards for Privacy of Individually Identifiable Health Information.

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR § 160.103 of HIPAA, provided that it is limited to such protected health information that is received by Microsoft from, or created, received, maintained, or transmitted by Microsoft on behalf of, Customer (a) through the use of the Microsoft Online Services or (b) for Microsoft's performance of the FastTrack Services.
"Security Rule" means the Security Standards for the Protection of Electronic Protected Health Information.

2. Permitted Uses and Disclosures of Protected Health Information. a. Performance of the Agreement for Microsoft Online Services. Except as otherwise limited in this BAA, Microsoft may Use and Disclose Protected Health Information for, or on behalf of, Customer as specified in the Agreement; provided that any such Use or Disclosure would not violate HIPAA if done by Customer, unless expressly permitted under paragraph b of this Section. b. Management, Administration, and Legal Responsibilities. Except as otherwise limited in this BAA, Microsoft may Use and Disclose Protected Health Information for the proper management and administration of Microsoft and/or to carry out the legal responsibilities of Microsoft, provided that any Disclosure may occur only if: (1) Required by Law; or (2) Microsoft obtains written reasonable assurances from the person to whom the Protected Health Information is Disclosed that it will be held confidentially and Used or further Disclosed only as Required by Law or for the purpose for which it was Disclosed to the person, and the person notifies Microsoft of any instances of which it becomes aware in which the confidentiality of the Protected Health Information has been breached.

3. Responsibilities of the Parties with Respect to Protected Health Information.
a. Microsoft's Responsibilities. To the extent Microsoft is acting as a Business Associate, Microsoft agrees to the following:
(i) Limitations on Use and Disclosure. Microsoft shall not Use and/or Disclose the Protected Health Information other than as permitted or required by the Agreement and/or this BAA or as otherwise Required by Law. Microsoft shall not disclose, capture, maintain, scan, index, transmit, share or Use Protected Health Information for any activity not authorized under the Agreement and/or this BAA. Neither Microsoft Online Services nor FastTrack Services shall use Protected Health Information for any advertising, Marketing or other commercial purpose of Microsoft or any third party. Microsoft shall not violate the HIPAA prohibition on the sale of Protected Health Information. Microsoft shall make reasonable efforts to Use, Disclose, and/or request the minimum necessary Protected Health Information to accomplish the intended purpose of such Use, Disclosure, or request.
(ii) Safeguards. Microsoft shall: (1) use reasonable and appropriate safeguards to prevent inappropriate Use and Disclosure of Protected Health Information other than as provided for in this BAA; and (2) comply with the applicable requirements of 45 CFR Part 164 Subpart C of the Security Rule.

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 (iii) Reporting. Microsoft shall report to Customer: (1) any Use and/or Disclosure of Protected Health Information that is not permitted or required by this BAA of which Microsoft becomes aware; (2) any Security Incident of which it becomes aware, provided that notice is hereby deemed given for Unsuccessful Security Incidents and no further notice of such Unsuccessful Security Incidents shall be given; and/or(3)any Breach of Customer's Unsecured Protected Health Information that Microsoft may discover (in accordance with 45 CFR § 164.410 of the Breach Notification Rule). Notification of a Breach will be made without unreasonable delay, but in no event more than five (5) business days after Microsoft's determination of a Breach. Taking into account the level of risk reasonably likely to be presented by the Use, Disclosure, Security Incident, or Breach, the timing of other reporting will be made consistent with Microsoft's and Customer's legal obligations.

For purposes of this Section, "Unsuccessful Security Incidents" mean, without limitation, pings and other broadcast attacks on Microsoft's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, as long as no such incident results in unauthorized access, acquisition, Use, or Disclosure of Protected Health Information. Notification(s) under this Section, if any, will be delivered to contacts identified by Customer pursuant to Section 3b(ii) (Contact Information for Notices) of this BAA by any means Microsoft selects, including through e-mail. Microsoft's obligation to report under this Section is not and will not be construed as an acknowledgement by Microsoft of any fault or liability with respect to any Use, Disclosure, Security Incident, or Breach.
(iv) Subcontractors. In accordance with 45 CFR §§ 164.502(e)(1)(ii) and 164.308(b)(2) of HIPAA, Microsoft shall require its Subcontractors who create, receive, maintain, or transmit Protected Health Information on behalf of Microsoft to agree in writing to: (1) the same or more stringent restrictions and conditions that apply to Microsoft with respect to such Protected Health Information; (2) appropriately safeguard the Protected Health Information; and (3) comply with the applicable requirements of 45 CFR Part 164 Subpart C of the Security Rule.

Microsoft remains responsible for its Subcontractors' compliance with obligations in this BAA.
(v) Disclosure to the Secretary. Microsoft shall make available its internal practices, records, and books relating to the Use and/or Disclosure of Protected Health Information received from Customer to the Secretary of the Department of Health and Human Services for purposes of determining Customer's compliance with HIPAA, subject to attorney-client and other applicable legal privileges. Microsoft shall respond to any such request from the Secretary in accordance with the Section titled "Disclosure of Customer Data" in the Agreement.
(vi) Access. If Microsoft maintains Protected Health Information in a Designated Record Set for Customer, then Microsoft, at the request of Customer, shall within fifteen (15) days make access to such Protected Health Information available to Customer in accordance with 45 CFR § 164.524 of the Privacy Rule. (vii) Amendment. If Microsoft maintains Protected Health Information in a Designated Record Set for Customer, then Microsoft, at the request of

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 Customer, shall within fifteen (15) days make available such Protected Health Information to Customer for amendment and incorporate any reasonably requested amendment
in the Protected Health Information in accordance with 45 CFR § 164.526 of the Privacy Rule.
(viii)Accounting of Disclosure. Microsoft, at the request of Customer, shall within fifteen (15) days make available to Customer such information relating to Disclosures made by Microsoft as required for Customer to make any requested accounting of Disclosures in accordance with 45 CFR § 164.528 of the Privacy Rule.
(viii)Performance of a Covered Entity's Obligations. To the extent Microsoft is to carry out a Covered Entity obligation under the Privacy Rule, Microsoft shall comply with the requirements of the Privacy Rule that apply to Customer in the performance of such obligation.
b. Customer Responsibilities.
(i) No Impermissible Requests. Customer shall not request Microsoft to Use or Disclose Protected Health Information in any manner that would not be permissible under HIPAA if done by a Covered Entity (unless permitted by HIPAA for a Business Associate).
(ii) Contact Information for Notices. Customer hereby agrees that any reports, notification, or other notice by Microsoft pursuant to this BAA may be made electronically. Customer shall provide contact information as follows (or as Microsoft may specify from time to time): (1) the Azure Security Center for Microsoft Azure Core Services, (2) [email protected] for other Azure or U.S. Government online services in scope for this BAA, and (3) the Message Center in the Admin Center for other Microsoft Online Services.

Contact information (a) for Microsoft Azure Core Services must include the security contact information required on the Azure Security Center, (b) for other Azure or U.S. Government online services in scope for this BAA must include name of individual(s) to be contacted, title of individual(s) to be contacted, e-mail address of individual(s) to be contacted, name of Customer organization, and, if available, Customer's contract number, subscriber identification number, and Microsoft Online Direct Routing Domain (MODRD) (e.g. "contoso.onmicrosoft.com"), and (c) for other Microsoft Online Services must include information required for the Message Center Privacy reader role in the Admin Center. Customer shall ensure that such contact information remains up to date during the term of this BAA. Failure to submit and maintain as current the aforementioned contact information may delay Microsoft's ability to provide Breach notification under this BAA.
(iii) Safeguards and Appropriate Use of Protected Health Information.

Customer is responsible for implementing appropriate privacy and security safeguards to protect its Protected Health Information in compliance with HIPAA. Without limitation, it is Customer's obligation to:
1) Not include Protected Health Information in: (1) information Customer submits to technical support personnel through a technical support request or to community support forums; and (2) Customer's address book or

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 directory information. In addition, Microsoft does not act as, or have the obligations of, a Business Associate under HIPAA with respect to Customer Data or FastTrack Data once it is sent to or from Customer outside Microsoft Online Services or FastTrack Services over the public Internet, or if Customer fails to follow applicable instructions regarding physical media transported by a common carrier.
2) Implement privacy and security safeguards in the systems, applications, and software Customer controls, configures, and uploads into the Microsoft Online Services or uses in connection with the FastTrack Services.

4. Applicability of BAA.

This BAA is applicable to Microsoft Online Services and FastTrack Services. Microsoft may, from time to time, (a) include additional Microsoft online services on the Microsoft Trust Center and/or in the "Data Protection Terms" section of the Online Services Terms incorporated into the Agreement or additional FastTrack Services on the FastTrack Center BAA site, and (b) update the definition of Microsoft Online Services and FastTrack Services in this BAA accordingly, and such updated definitions will apply to Customer without additional action by Customer. It is Customer's obligation to not store or process in an online service, or provide to Microsoft for performance of a professional service, protected health information (as that term is defined in 45 CFR§ 160.103 of HIPAA) until this BAA is effective as to the applicable service.

5. Term and Termination.
a. Term. This BAA shall continue in effect until the earlier of(1) termination by a Party for breach as set forth in Section 5b, below, or (2) expiration of Customer's Agreement.
b. Termination for Breach. Upon written notice, either Party immediately may terminate the Agreement and this BAA if the other Party is in material breach or default of any obligation in this BAA. Either party may provide the other a thirty (30) calendar day period to cure a material breach or default within such written notice.
c. Return, Destruction, or Retention of Protected Health Information Upon Termination. Upon expiration or termination of this BAA, Microsoft shall return or destroy all Protected Health Information in its possession, if it is feasible to do so, and as set forth in the applicable termination provisions of the Agreement. If it is not feasible to return or destroy any portions of the Protected Health Information upon termination of this BAA, then Microsoft shall extend the protections of this BAA, without limitation, to such Protected Health Information and limit any further Use or Disclosure of the Protected Health Information to those purposes that make the return or destruction infeasible for the duration of the retention of the Protected Health Information.

6. Miscellaneous.
a. Interpretation. The Parties intend that this BAA be interpreted consistently with their intent to comply with HIPAA and other applicable federal and state law. Except where this BAA conflicts with the Agreement, all other terms and conditions of the

STATE OF CALIFORNIA SHI INTERNATIONAL CORP.

DEPARTMENT OF TECHNOLOGY PO 25-0198737/SC 25-0198737 Agreement remain unchanged. Any captions or headings in this BAA are for the convenience of the Parties and shall not affect the interpretation of this BAA. b. BAAs; Waiver. This BAA may not be modified or amended except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, as a bar to, or as a waiver of any right or remedy as to subsequent events.
c. No Third-Party Beneficiaries. Nothing express or implied in this BAA is intended to confer, nor shall anything in this BAA confer, upon any person other than the Parties, and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.
d. Severability. In the event that any provision of this BAA is found to be invalid or unenforceable, the remainder of this BAA shall not be affected thereby, but rather the remainder of this BAA shall be enforced to the greatest extent permitted by law. e. No Agency Relationship. It is not intended that an agency relationship (as defined under the Federal common law of agency) be established hereby expressly or by implication between Customer and Microsoft under HIPAA or the Privacy Rule, Security Rule, or Breach Notification Rule. No terms or conditions contained in this BAA shall be construed to make or render Microsoft an agent of Customer.

STATE OF CALIFORNIA-GENERAL SERVICES PROCUREMENT DIVISION

PURCHASING AUTHORITY PURCHASE ORDER
STD.65(Rev.04/2020)

SUPPLIER INSTRUCTIONS

1. INVOICES:Unless otherwise specified,original invoices shall be sent to the"Bill To" address on the face of this document.Invoices shall be submitted in triplicate and shall include:
• Agency order number,Item number,
• Services or Product ID number,
• Unit price, Extended item price,
• and Invoice total amount.

State sales tax, installation cost,shipping/freight costs,and/or other non-taxable costs shall be itemized separately and added to each invoice as applicable.

2. REQUIRED PAYMENT DATE:Payment will be made in accordance with the provisions of the California Prompt Payment Act,Government Code Section 927 et seq. Unless expressly exempted by statute,the Act requires state agencies to pay properly submitted,undisputed invoices not more than 45 days after(a)the date of acceptance of goods or performance of services;or(b) receipt of an undisputed invoice --whichever is later.

3. SHIPPING INSTRUCTIONS:When the Purchase Order or contract allows prepaid/add transportation charges,submit original receipted expense bills if freight charges are over$50.00.All shipments shall be F.O.B. Destination Freight Prepaid unless otherwise specified.All orders MUST include a copy of the packing slip inside the carton AND a copy securely attached to the OUTSIDE of the shipping carton.

4<�°v °p`qt CITFUP LAND
oid "The City of Gracious Living"
DATE: February 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER

BOB CRITCHFIELD,ENGINEERING MANAGER

KIRK SWANNER,ASSOCIATE ENGINEER
SUBJECT: CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT FOR THE DESIGN OF STREET AND UTILITY IMPROVEMENTS ON 19TH STREET RECOMMENDED ACTION:

It is recommended that the City Council: 1) approve a Professional Services Agreement with Huitt-Zollars, Inc. for the preparation of street, water, and sewer improvement construction documents for 19th Street, between Mountain Avenue and Euclid Avenue,in the amount of$420,518;2)approve a contingency in the amount of$44,482,for a total amount of$465,000;and 3)authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining and improving the City's public roadway, water, and sewer facilities.

BACKGROUND
19th Street,from Mountain Avenue to Euclid Avenue,is a roadway segment identified in the City's Fiscal Year 2025- 26 Capital Improvement Program in need of rehabilitation. Several factors have contributed to the deterioration of the roadway including age,inadequate drainage due to displaced concrete improvements,and traffic loading.

The City has since completed a preliminary drainage analysis and conceptual engineering review of the street and consequently,prepared the Request for Proposal(RFP)for engineering design services.

ISSUES AND ANALYSIS
On October 23,2025,the City issued an RFP on PlanetBids and on the City's website and received proposals from 14 firms. A panel composed of Public Works staff from the Engineering Division, as well as one member from the Development Services Department evaluated the proposals,and based upon their responsiveness,ranked the top five firms as follows:

1. Huitt-Zollars,Inc.

2. HR Green Pacific

3. Westland Group

4. Kabbara Engineering

5. Michael Baker International
The panel concluded that Huitt-Zollars Inc.demonstrated the most comprehensive and thorough understanding of the work to be completed.

ENVIRONMENTAL DETERMINATION
The scope of work for this professional services agreement consists of performing surveying and data collection for the design of street and utility improvement plans. The environmental determination for this work effort is Categorically Exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15306 ("Information Collection"). Section 15306 consists of basic data collection,research,experimental management,and resource evaluation activities which do not result in a serious or major disturbance to an environmental resource.

FISCAL IMPACTS
The total fiscal impact for this Professional Services Agreement is$465,000.There are available funds in the Measure I Capital Project Account No. 2057343-5540($232,500)and the Water Fund Capital Improvement Project Account No. 6409141-5540($232,500).

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Categorically Exempt from the California Environmental Quality Act(CEQA)pursuant to Section 15306.

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of February 23, 2026 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 Huitt- Zollars, Inc. a California CORPORATION, with its principal place of business at 5430 Lyndon B Johnson Freeway, Suite 1500, Dallas, TX 75240-2675 (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:

Engineering Design Services for 19TH Street Reconstruction Pavement Rehabilitation & Utility Improvements (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 $420,518.00. 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 fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.
1

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. Time of Performance.

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 one hundred and fifty-eight (158) calendar days as outlined in Exhibit C "Activity Schedule." 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. 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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8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

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

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. 3

(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. (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
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(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 written on a policy form specifically designed to protect against negligent acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. 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. (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
5

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

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

15. Reserved.

16. Laws and Venue.

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

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

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

20. Limitation of Agreement.

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

21. Notice
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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 Huitt-Zollars, Inc.
460 N. Euclid Avenue 3990 Concours St.

Upland, CA 91786 Suite 330
Attn: City Manager Ontario, CA 91764
Attn: Johnny Murad, QSD
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

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

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

26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, 10

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

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

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

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

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

BETWEEN CITY OF UPLAND

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

CITY OF UPLAND CONSULTANT, INC.

By: By:

Michael Blay
City Manager Its:

Printed Name:

ATTEST:

By: By:

Keri Johnson
City Clerk Its:

Printed Name:

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
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EXHIBIT A
Scope of Services
The Scope of Work includes the following:

Task 1 — Project Administration
It will be important for the Consultant to prepare and implement an efficient and effective Project Management Plan to keep the project on schedule. Consultant shall attend an adequate number of meetings to effectively manage the project and provide deliverables listed in other sections of the scope of work. At a minimum, Consultant should budget for the following items:

A) Project Schedule, Status Reports, Invoices, Administration

1. Prepare a project design schedule and update schedule monthly.

2. Prepare and submit with invoice monthly status reports providing an overview of progress made during the month and tasks to be accomplished the following month.

3. Submit invoices which follow the task items provided in the hours/fee table provided with the proposal and/or used as a basis for the contract. Provide a brief narrative by task of the work performed during the billing cycle and copies of invoices for direct expenses.

B) Engineering Phase Meetings

1. Kickoff Meeting

2. Project/Progress Meetings, as needed

3. Attend one Project Community Meeting prior to 30% Submittal.

4. 30% Submittal Review

5. Attend one Project Community Meeting prior to 60% Submittal.

6. 60% Submittal Review

7. 100% Submittal Review (prior to signed mylars)
Task 1 Deliverables:
1) Meeting Agendas & Minutes (electronic)
2) Monthly Status Reports (electronic)
3) Monthly Updated Project Schedules (electronic)
4) Monthly Invoices, based on progress of work completed Task 2 — Preliminary Design (30% Review)
Develop a preliminary design of the project to review with City staff. An approximate 30% design level will constitute a Preliminary Design for this project. Some of the key elements to be included in the Preliminary Design are:

1. Utility Research.

2. Geotechnical Investigation and Report.

3. Permits required from other jurisdictions.

4. Perform CEQA Initial Study for tree removal impacts.

5. Preliminary Street Improvement Plans & Profiles.

6. Provide a range of traffic calming measures along with a brief discussion of impacts and suitability for installation along this corridor.

7. Preliminary Water Improvement Plans & Profiles.

8. Existing Pipeline relocations/realignments (if necessary).

Task 2 Deliverables:
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1) Copy of all utility notices sent and utility plans received (1 electronic pdf of each utility plan).
2) Geotechnical Investigation and Report (2 paper copies + electronic pdf). 3) Draft Initial Study and Report.
4) Draft Street Improvement Plans & Profiles (2 paper copies, 24"x36" + electronic pdf).
5) Draft Water Improvement Plans & Profiles (2 paper copies, 24"x36" + electronic pdf).
6) Draft traffic calming design measures for consideration.

Task 3 — Design Review (60% Review)
Develop a design of the project to review with City staff. An approximate 60% design level will constitute a Design Review for this project. Some of the key elements to be included in the 60% Design are:

1. Utility Research should be complete. All existing utilities should be shown and identified on the various Plan & Profile Sheets.

2. Geotechnical Investigation and Report should be complete, stamped and sealed by the Geotechnical Engineer.

3. Final Initial Study & Determination if Negative Declaration is achievable.

4. 60% Street Improvement Plans & Profiles shown on city provided topographical survey data.

5. Roadway Cross Sections at 100-foot intervals.

6. 60% Water Improvement Plans & Profiles shown on city provided topographical survey data.

7. Existing Pipeline relocations/realignments (if necessary).

8. Preliminary Cost Estimate.

Task 3 Deliverables:
1) Copy of all utility plans received (1 electronic pdf of each utility plan). 2) 100% complete Geotechnical Investigation and Report (2 paper copies + electronic pdf).
3) 60% Street Improvement Plans & Profiles, Details, and Title Sheet (2 paper copies, 24"x36" + electronic pdf).
4) 60% Water Improvement Plans & Profiles, Details, and Title Sheet (2 paper copies, 24"x36" + electronic pdf).
5) 60% Signing & Striping Plans & Profiles, Details, and Title Sheet (2 paper copies, 24"x36" + electronic pdf).
6) Preliminary Cost Estimate reflecting the improvements to be constructed (2 paper copies + electronic Microsoft Excel format)
Task 4 — Final Design and Preparation of Construction Documents (100%) Final Engineering Documents prepared by the Consultant shall include all engineering services required by the City to construct the necessary public improvements. Final Engineering shall include detailed engineering calculations, construction plan and profiles, special provisions, and engineer's cost estimates for the project that will enable the City to advertise and award the construction contract for the project.

Components of this task include:

1. 100% Street Improvement Plans & Profiles, Details, and Title Sheet.

2. 100% Water Improvement Plans & Profiles, Details, and Title Sheet.

3. 100% Signing & Striping Improvement Plans and Details. 14

4. Preparation of the Special Provisions portion of the Specifications. Special Provisions shall include two sections, General Requirements and Definition of Bid Items.

5. Existing Pipeline relocations/realignments (if necessary).

6. Bid Schedule.

Task 4 Deliverables:
1) Engineering Stamped & Signed Street Improvement Plans & Profiles, Details, and Title Sheet (2 paper copies 24" x 36", 1 wet-signed mylar copy + electronic AutoCAD and pdf)
2) Engineering Stamped & Signed Water Improvement Plans & Profiles, Details, and Title Sheet (2 paper copies 24" x 36", 1 wet-signed mylar copy + electronic AutoCAD and pdf)
3) Engineering Stamped & Signed Signing & Striping Improvement Plans and Details (2 paper copies 24" x 36", 1 wet-signed mylar copy + electronic AutoCAD and pdf) 4) Special Provisions portion of the Specifications (1 paper copy, 8.5" x 11" + electronic in Microsoft Word format).
5) Engineer's Cost Estimate reflecting all improvements to be constructed (1 paper copy, 8.5" x 11" + electronic Microsoft Excel format)
6) Bid Schedule listing all of the proposed bid items and quantities for the project (2 paper copies + electronic Microsoft Excel format)
Utility Research
The Consultant is required to research and notify all utilities within the project area, including but not limited to potable water, recycled water, sewer, storm drain, traffic signal facilities, electrical, telephone, gas, cable television, fiber optic, etc. Utility As-Builts will need to be obtained and cross-referenced with topographical field survey handholes, pull boxes, manholes, vaults, power poles, etc. All existing utilities, both overhead and underground, must be accurately shown and called out on the Improvement Plans.

The consultant will be required to provide copies of all utility plans received from respective agencies/utility owners to the City. The City will provide all available City-owned facility records at no cost to the consultant.

Utility Potholing Investigation
The Consultant is required to provide potholing investigation with potential existing utility conflicts. Consultant is required to:
• Retain Service of Contractor.
• Obtain a no-fee Partial Street or Lane Closure Permit from the City.

Geotechnical Investigation & Report
The Consultant is required to provide a geotechnical investigation to assess and recommend an appropriate roadway structural pavement section for 19th Street, from Mountain Avenue to Euclid Avenue. City anticipates the general scope of services to include the following:
• Obtain a no-fee encroachment permit from the City for subsurface investigation within the street, and coordinate boring/coring locations with the City Engineer in advance to the field work.
• Field mark boring/coring locations and contact Underground Service Alert (USA).

Provide City with USA ticket number.
• Utilize traffic control in accordance with the Manual for Uniform Traffic Control Devices (MUTCD).
• Conduct a minimum of 8 borings/cores. Repair all boring/coring locations with asphalt cold patch.
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• Test the selected samples of subsurface soils to verify the soil classification and determine the soil engineering properties. Laboratory testing will be required and shall include moisture content, in place density, laboratory compaction, consolidation, direct shear, sieve analysis, and soluble sulfate content.
• Evaluate all data obtained and formulate recommendations for groundwater mitigation (if any given Upland soil), excavation characteristics, backfill, and other geotechnical factors.
• Prepare a detailed Geotechnical Investigation Report presenting findings, conclusions, and recommendations.

Improvement Plans, Special Provisions, Cost Estimate, and Bid Schedule All improvements shall be designed per City of Upland Standards, American Public Works Association (APWA) Standards, American Water Works Association (AWWA) Standards, and Caltrans Standards.

The Consultant shall prepare both preliminary and final design plan and profile sheets for street, and water improvement plans, specifications and cost estimates. Design plans shall be prepared on 24" x 36" sheets in AutoCAD format (most current version) using City of Upland border information. All final mylar sheets shall have a minimum thickness of four (4) mils. Drawings produced will eventually be scanned by the City, therefore all lettering shall have a minimum height of 0.10". All lines and letters should be clear, sharp, and distinct.

Uniformity in size of figures shall be maintained in presenting a particular class of information.

Notes and dimensions shall read from the bottom or from the right.

Title Sheet(s)
Title Sheets shall include the title of the project (job), a vicinity map showing Upland in relationship to surrounding communities, a location map showing the project limits, a list of all abbreviations used, benchmark data, basis of bearings, general notes, construction notes, construction quantities, an index for the drawings, and references.

If general notes become extensive, then all general notes shall be placed on a second sheet.

Plan & Profile Sheet(s)
Plans shall be drawn at a minimum scale of 1" = 40' horizontal and 1" = 4' vertical. If greater detail is required, the horizontal scale may be increased to 1" = 20' in order to improve clarity. On steep grades, it may be necessary to change the vertical scale to 1" = 8'. Benchmark data shall be shown on all sheets. The City's standard title block shall include the title of the project, the project limits, and the type of work covered on that sheet.

Detail Sheet(s)
Detailed sheets shall be provided to show items such as trench sections, connection details, lateral profiles for connecting mains, etc. All detail sheets shall use the City's Standard Title Block.

Street Improvements
Street Improvements shall include construction/reconstruction of the following where determined deficient:
• Curb & Gutter. South Side Curb & Gutter to be relocated 2' north to accommodate existing tree roots.
• Sidewalk
• Driveway Approaches
• Cross Gutters
• Spandrels
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• Curb Ramps in conformance with current ADA requirements (i.e. slope, yellow detectable warning devices, no lip at gutter, etc.)
• Examine viability of implementing traffic calming measures to increase pedestrian and bicyclist safety.
• Removal and reconstruction of asphalt concrete pavement. Thickness and material type will be based on the geotechnical investigation and the City's in- house engineering experience. City anticipates, at a minimum, of constructing a 2-inch thick top cap utilizing ARHM. Base course shall be determined from subsurface investigation.
• Restoration of landscaping
• Replacement of existing brick sewer manholes with new precast concrete manhole structures. Existing brick manholes are located at Coolcrest Ave, and Laurel Ave. Manhole shall be replaced with like kind (i.e. drop manholes shall be replaced with new drop manholes and added clean-out). • Adjustment of utility valve covers and manholes to the finished grade. • Identify locations for new streetlights on existing power poles to achieve 150' maximum spacing limit.

Water Improvements
Water Improvements shall include construction of the following:
• New CML&C Water Main on 19th Street. Joints to be fully welded. • Connections of new water main to existing mains from side streets and alleys.

Lateral profiles will be required and are typically shown on Detail Sheets. • Installation of new resilient seat gate valves.
• Tie-over and/or installation of 6"fire hydrant assemblies to achieve a 300' max spacing limit.
• Replacement of existing water service laterals with new copper laterals. All copper laterals shall have a minimum diameter of 1 inch. • Installation of blow-offs and/or air vacuum release valves as required. • Tie-over of existing fire hydrant detector check assemblies. • Trench bedding, backfill, and pavement repair detail. City prefers to use CAB backfill instead of native material.

Signing and Striping Improvements
Signing and Striping Improvements shall be constructed in accordance with the Manual of Uniform Traffic Control Devices (MUTCD) and any California Supplements. Signing and Striping shall include construction of the following:
• Replacement of obliterated striping and pavement markings such as lane lines, channelizing lines, crosswalks, bike lanes, pavement symbols, pavement legends, reflective pavement markers, buttons, etc.
• Design of painted median island at Euclid Ave. intersection and left turn pockets at Laurel Ave.
• Replacement of old signs that no longer meet MUTCD reflectivity requirements such as Regulatory Signs, Parking Restriction Signs, Warning Signs, etc. • Perform warrant study for stop sign at Redding Way. Installation of a new stop sign at Redding way intersection if warranted.
• Install and/or removal of mid-block cross walks based on cross walk warrant studies for existing and potential new cross walks along corridor. • Installation of new radar feedback sign for westbound traffic east of San Antonio Ave.
• Determine locations for red curbs for the purpose of appropriate sight distances for intersections and cross walks.
• Design of right edge lines to delineate parking area from drive lanes. 17

Traffic Signal Improvements
Evaluate and recommend improvements for the intersections located at 19th Street and: Mountain Avenue, Euclid Avenue. Improvements include, but not limited to Clary UPS system compatible with existing traffic signal cabinets, and backplates with retroreflective borders.

Special Provisions
The City shall be responsible for the General Provisions and assembly of the Specifications for the Project. The Special Provisions portion of the Specifications shall be prepared by the Consultant and shall consist of two sections, General Requirements and Definition of Bid Items. All Special Provisions for the various items of work shall be provided to the City in an organized and orderly format with continuity throughout.

This requirement is especially important if the Consultant will be using sub-consultants for portions of the design. The City will provide a sample set of Special Provisions from a previously completed project upon request by the Consultant. • General Requirements shall discuss the description of the work to be performed by the Contractor; utilities, including utility contacts from the respective owners and protection of utilities; Completion and Acceptance of the Work; Liquidated Damages; Construction Start Date and Time of Completion; Working Hours; Notification of Residents and Businesses; Temporary Traffic Control, including control for pedestrians; Storage of Materials and Equipment; Contractor's Responsibility to Safeguard Materials & Equipment; Material Testing; Order of Work; Cooperation with Other Work in the area; Protection of Trees, Sprinkler Systems, and Landscaping, including how to handle roots encountered and coordination with the City's Arborist; Changes in Work; Suspension of Work; Noncompliance with Plans and Specifications; Site Access; Construction Water; Safety; Shop Drawings; Record Drawings (As-Builts); Clean-up; Permits and Licenses needed for the construction; AQMD Dust Requirements; Meetings including pre-construction; NPDES Requirements; Preparation of a Storm Water Pollution Prevention Plan (SWPPP) by the Contractor; Mobilization by the Contractor. • Definition of Bid Items shall include a description of all work items to be constructed by the Contractor.

Cost Estimate
Consultant shall provide two cost estimates to the City. The first estimate shall be provided at the 60% design stage and will be considered preliminary. The second cost estimate shall be provided at the 100% submittal stage and shall include all costs associated with the contemplated work to be undertaken, identified by bid items. Cost estimates shall include the bid item description, quantities, units of measure, unit cost, sub totals for each bid item, and total cost.

Bid Schedule
Consultant shall provide a Bid Schedule listing all bid items required for construction of the proposed improvements, quantities, and units of measure. City has provided a sample bid schedule for Consultant's use (Attachment C). 18

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 lump-sum contract.
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CITY OF UPLAND - 19TH STREET RECONSTRUCTION - PAVEMENT REHABILITATION & UTILITY IMPROVEMENTS FROM MOUNTAIN AVENUE TO EUCLID AVENUE SR.PROJECT 2-PERSON SURVEY Traffic Environmental Geotechical Company Title PRINCIPAL MANAGER SR.CIVIL ENGINEER CIVIL ENGINEER EIT SURVEY MANAGER SENIOR SURVEYOR CREW Engineering Engineering Engineering Potholing TOTAL DESCRIPTION $355 /HR $335 /HR $260 /HR $235 /HR $175 /HR $305 /HR $245 /HR $380 /HR ALLOWANCE FEE HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST LS** LS** LS** LS* Task 1-Project Administration AL
Preparation&Kick-Off Meeting,Prepare Minutes 2 $710 6 $2,010 _ $2,000 $2,060 $6,780 Attend Community&Review Meetings 4 $1,420 20 $6,700 _ $3,000 $7,030 $18,150 General Project Coordination,Prepare Invoices,Manage Schedule 4 $1,420 60 $20,100 _ $5,000 $6,700 $33,220 Quality Control(QC)Program 20 $7,100 40 $13,400 $5,000 $25,500 Subtotal for Task 1 $83,650 Utility&Record Plans Research,Input data into CAD base file 1 $335 2 $520 4 $940 8 $1,400 _ $3,195 Perform Site Visit and Evaluate Existing Conditions 8 $2,680 8 $2,080 $4,760 Geotechnical Investigation,Recommendations,and Final Report $20,898 $20,898 Environmental Investigation and Draft Report $13,955 $13,955 Traffic Engineering Studies and Draft Traffic Calming Measures $19,300 $19,300 Prepare 30%Plan and Profile Street Improvement Plans 8 $2,680 16 $4,160 32 I $7,520 60 $10,500 $24,860 Prepare 30%Plan and Profile Water Improvement Plans _ 4 $1,340 8 $2,080 16 $3,760 40 $7,000 $14,180 Subtotal for Task 2 $101,148 Task 3-Design Review(60%Review) ali.

Pothole Existing Utilities Identified as Potential Conflicts* 1 $335 2 $520 8 $3,040 $40,000 $43,895 Prepare 60%Plan and Profile Street Improvement Plans 8 $2,680 24 $6,240 40 $9,400 100 $17,500 $35,820 Prepare 60%Plan and Profile Water Improvement Plans 8 $2,680 10 $2,350 20 $4,700 60 $10,500 $20,230 Prepare 60%Signing,Striping&Traffic Signal Plans _ $24,800 $24,800 Prepare 60%Cost Estimate 4 $1,420 4 $1,340 8 $1,880 16 $3,760 _ $8,400 Final Environmental Study $12,885 $12,885 Subtotal for Task 3 $146,030 Task 4-Final Design and Preparation of Construction Documents(100%) Prepare 90%Plan and Profile Street Improvement Plans _ 4 $1,340 12 $3,120 30 $7,050 60 $10,500 $22,010 Prepare 90%Plan and Profile Water Improvement Plans 2 $670 4 $1,040 10 $2,350 20 $3,500 $7,560 Prepare 90%Signing,Striping,&Traffic Signal Plans $6,500 $6,500 Prepare 90%Cost Estimate 2 $710 4 $1,340 8 $2,080 8 $1,880 $6,010 Prepare 90%Special Provisions and Bid Schedule 4 $1,420 20 $6,700 40 $10,400 $18,520 Prepare 100%Plan and Profile Street Improvement Plans 2 $670 4 $1,040 8 $1,880 24 $4,200 $7,790 Prepare 100%Plan and Profile Water Improvement Plans 2 $670 4 $1,040 10 $2,350 20 $3,500 $7,560 Prepare 100%Signing,Striping Plans,and Traffic Signal Plans $2,000 $2,000 Prepare 100%Cost Estimate 1 $355 2 $670 4 $1,040 4 $940 $3,005 Prepare 100%Special Provisions and Bid Schedule 1 $355 4 $1,340 4 $1,040 $2,735 I
Subtotal for Task 4 $83,690 Reimbursement*** $6,000 TOTAL 42 $14,910 208 $69,680 158 $40,630 198 $46,530 392 $68,600 0 $0 0 $0 8 $3,040 $67,600 $42,630 $20,898 $40,000 $420,518 *Assuming 20 potholes needed.
**See subconsultant fee breakdown on following pages
***Reimbursable Expenses,including,but not limited to,printing fees,mileage,etc.

1limwR

EXHIBIT B - PROFESSIONAL FEE
The fixed fee to accomplish the Scope of Work outlined in Exhibit A is as follows, all "Not to Exceed"fees will be billed on a time and materials basis:

ANALYSIS
TC Traffic Calming $11,800
TC Response to Comments(Not to Exceed, Billed T&M) $2,700 WA Stop Warrant Analysis $3,600 Task 2 WA Response to Comments(Not to Exceed, Billed T&M) $1,200 Analysis Total
DESIGN
PD RFP Task 2 Traffic Engineering Preliminary Design $12,800 PD Response to Comments (Not to Exceed) $2,500
60D RFP Task 3 Traffic Engineering 60% Design $7,500 Task 3 60D Response to Comments (Not to Exceed, Billed T&M) $2,000 TE RFP Task 4 Traffic Engineering Final Design $6,500 Task 4
TE Response to Comments (Not to Exceed, Billed T&M) $2,000 MA Meeting Attendance and Public Hearings (Not to Exceed, $15,000 Task 1 Billed T&M)
Design Total
19TH STREET RECONSTRUCTION BASE PROJECT TOTAL
OPTIONAL TASKS:

CS Construction Support(Fixed Fee) $12,500 19TH STREET RECONSTRUCTION OPTIONAL PROJECT TOTAL
$12,500
19TH STREET RECONSTRUCTION GRAND TOTAL(BASE+OPTIONAL) $80,100 Urban Crossroads, Inc. reserves the right to shift funds among individual task budgets according to specific needs.

CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 131

u� R
EXHIBIT C - BILLING RATES FOR URBAN CROSSROADS, INC.

Position Hourly Rates
Principal $225-335
Senior Associate $175-260
Associate $150-220
Senior Analyst/Engineer $120-180
Analyst/Engineer $90-160
Assistant Analyst $80-130
Administrative Support $75-125
General
(1) Reimbursable direct costs, such as reproduction, supplies, and messenger service will be billed at cost.
(2) Hourly rates apply to work time, travel time, and time spent at public hearings and meetings. For overtime work, the above rates may be increased 50 percent. (3) Monthly billing statements are due within thirty (30) days of receipt.

Page -UITP-& WARs
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 132

19th Street Reconstruction, City of Upland
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11/24/2025 a` a` W W O. F a` ce m C7 w 0 I- uxi Task Fee Hourly Rate $295 $215 $135 $310 $205 $300 $175 $135 $135 $125 $ Task 1 Project Management and Meetings

1.1 Project Kickoff Meeting 4 4 8 $20 $2,060

1.2 Project Management/Task Coordination 4 20 2 2 28 $0 $6,700

1.3 Meetings and Public Hearing 2 24 2 2 30 $60 $7,030 Task 1 Project Management and Meetings Subtotal 10 48 0 4 0 4 0 0 0 0 66 $80 $15,790 Task 2 Technical Environmental Analyses

2.1 Project Description 1 8 12 1 1 2 25 $20 $4,305

2.2 Biological Resources Assessment 1 4 40 4 4 53 $155 _ $9,650_ Task 2 Technical Environmental Analyses Subtotal 1 9 12 0 1 4 41 6 4 0 78 $175 $13,955 Task 3 California Environmental Quality Act

3.1 Class 1 Categorical Exemption Memorandum 4 16 32 1 1 1 1 4 10 70 $0 $11,820

3.2 Notice of Exemption 1 1 2 2 6 $35 $1,065 Task 3 California Environmental Quality Act Subtotal 5 17 34 1 1 1 1 4 10 2 76 $35 $12,885 Subtotal Labor Hours and Reimbursables 16 74 46 5 2 9 42 10 14 2 220 290 $42,630 Total $42,630

PROFESSIONAL FEES
Our services will be performed in accordance with our current Schedule of Fees and General Conditions, copies of which are attached and form a part of this proposal. The total charges for the geotechnical services in this proposal are presented in the table below.

Task Description Cost
Task1: Project Set-up $1,240.00
Task 2: Field Investigation $1,240.00
Task 3: Laboratory Testing $3,650.00
Task 4: Report Preparation $6,620.00
Drill Rig Rent (Prevailing Wage, Quote #12520) $5,348.00 Profession Traffic Control (1 day @ $2,800/day) $2,800.00 1 OTAL
The fee estimate includes our professional services and time to contact and verify boring locations (in the field) with the USA. Our fee as presented herein does not include attendance at meetings, review of the project plans, or responding to comments by regulatory agencies.

Should further investigation be required to evaluate site conditions, we will discuss the matter with you. If required, a detailed supplemental proposal will be prepared. Charges for our services will be in accordance with the unit rates presented herein, and/or the unit rates indicated in our attached Schedule of Fees and General Conditions.

Converse Consultants
M:\JOBFILE\2025\81\25-81-289 H-Z, 19th Street Reconstruction\Proposal\22-81-289_pro(01)H-Z-Upland-roadway Page OrPf&6QL RS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 134

CONVERSE CONSULTANTS
Non-Prevailing Wage Schedule of Fees
Geotechnical Personnel
Introduction
It is the objective of Converse Consultants to provide its clients with quality professional and technical services and a continuing source of professional advice and opinions. Services will be performed in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. This fee schedule is valid through December 31, 2026.

Hourly Charges for Personnel
Staff assignments will depend on personnel availability,job complexity, project site location, and experience level required to satisfy the technical requirements of the project and to meet the prevailing standard of professional care.

Field Technical Services(all including vehicle and equipment) Construction Inspector—ACl/ICC and/or AWS/CWI certified (concrete, post-tension, masonry, structural steel, fireproofing; includes concrete batch plant and local steel fabrication inspections) $95 Non-Destructive Testing Inspector(ultrasonic, magnetic particle, dye penetrant) 95 Construction Inspector/Technician (skidmore, pull testing, torque testing, Schmidt hammer, and pachometer) 95 Coring Technician 95
Soils Technician (soil, base, asphalt concrete, and moisture emission testing) 95 Senior Soils Technician 100
Sample Pick-Up 60
Professional Services(field and office)
Staff Professional $145
Senior Staff Professional 155
Project Professional 165
Project Manager 190
Senior Professional 190
Principal Professional 230
Principal/Consultant 235
Laboratory Testing
Laboratory Technician Per Test
(See Geotechnical Laboratory Testing and Materials Testing Services fee schedules.) Laboratory Supervisor $100
Office Support
Clerical/Word Processing $90
Drafting 90
CAD Operator/Drafting Manager 100
An overtime charge of 50 percent of the above hourly rates (excluding Professional Services)will be added for time in excess of eight hours per day and for all time on Saturdays,Sundays and holidays.An overtime charge of 100 percent of the above hourly rates(excluding Professional Services) will be charged on Sunday if hours worked were seven continuous eight hours per day in one work week, not counting paid time off within the week.Travel time to and from the job site will be charged at the hourly rates for the appropriate personnel.

Expenses

1. Exploration expenses(drilling,trenching, etc.)are charged at cost plus fifteen percent.

2. Travel and subsistence expenses (transportation, room and board, etc.)for individuals on projects requiring travel and/or living 50 miles away from the project site are charged at cost plus fifteen percent.

3. Automobile and truck expenses are charged at cost plus fifteen percent (rentals) or at the current IRS mileage rate for company- owned vehicles traveling between principal office and project.

4. Other out-of-pocket direct project expenses (aerial photos, long-distance telephone calls, permits, outside printing services, tests, etc.)are charged at cost plus fifteen percent.

Invoices

1. Invoices will be submitted to the Client on a monthly basis, and a final bill will be submitted upon completion of services.

2. Payment is due upon presentation of invoice and is past-due thirty days from invoice date. In the event Client fails to make any payment to Converse when due,Converse may immediately cease work hereunder until said payment,together with a service charge at the rate of eighteen percent per annum (but not exceeding the maximum allowed by law)from the due date, has been received.

Furthermore, Converse may at its sole option and discretion refuse to perform any further work irrespective of payment from Client in the event Client fails to pay Converse for services when said payments are due.

3. Client shall pay attorneys'fees or other costs incurred in collecting any delinquent amount.

General Conditions
The terms and provisions of the Converse General Conditions are incorporated into this fee schedule as though set forth in full. If a copy of the General Conditions does not accompany this fee schedule, Client should request a copy from this office.

Converse Consultants P2026 Geotech
Page A9rPfr6QARS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 135

CONVERSE CONSULTANTS
Schedule of Fees - Geotechnical Laboratory Testing
Compensation for laboratory testing services will be made in accordance with this fee schedule which includes test report(s) and engineering time. Costs of tests not on this schedule will be by quote and/or in accordance with our current hourly fee schedule. The rates are based on non-contaminated soil. A surcharge will be charged for handling contaminated material, which will be determined based on the project.

IDENTIFICATION AND INDEX PROPERTIES TESTS Single Load Swell,ASTM D4546 Visual Classification,ASTM D2488 20.00 Ring Sample, Field Moisture 95.00 Engineering Classification,ASTM D2487 25.00 Ring Sample,Air Dried 95.00 Moisture Content and Dry(bulk) Density, Remolded Sample 70.00 ASTM D2216 and D2937 25.00 Expansion Index Test, UBC 29-2/ASTM D4829 140.00 Moisture Content,ASTM D2216 20.00
Shrinkage Limit,ASTM D4943 85.00 HYDRAULIC CONDUCTIVITY TESTS Atterberg Limits,ASTM D4318 Constant Head,ASTM D2434 250.00 Several points 150.00 Falling Head Flexible Wall,ASTM D5084 300.00 One Point 50.00 Triaxial Permeability, EPA 9100 350.00 Particle Size Analysis,ASTM D6913 Remolded Specimen 60.00 Fine Sieve, from +#200 to#4 100.00
Coarse and Fine Sieve,from#200 to 3 in 180.00 CHEMICAL TESTS Hydrometer 120.00 Corrosivity(pH, resistivity, sulfates, chlorides) 225.00 Percent Passing#200 Sieve,ASTM D1140 80.00 Organic Content,ASTM D2974 100.00 Specific Gravity
Fine, passing#4 sieve,ASTM D854 100.00 Conditions: Unit rates presented on this fee schedule are for routinely Coarse, retained on#4 sieve,ASTM C127 100.00 performed geotechnical laboratory tests. Numerous other earth material Sand Equivalent Test,ASTM D2419 130.00 physical tests can be performed in our geotechnical laboratories, including Double Hydrometer Dispersion, ASTM D4221 150.00 rock core, soil cement and soil lime mixture tests. Tests not listed can be Y p quoted upon request. This fee schedule is valid through December 31,2026.

COMPACTION AND BEARING STRENGTH Prices are based on the assumption that samples are uncontaminated and do Standard Proctor Compaction,ASTM D698 or ASTM D1557 not contain heavy metals, acids, carcinogens and/or volatile organics which Method A or B 210.00 can be measured by an organic vapor analyzer or photoionization detector with a concentration greater than 50 parts-per-million(ppm). Quoted testing Method C, 6" mold 220.00 fees are based on the assumption that no protective clothing will be required California Impact Method, Caltrans 216 220.00 to handle samples. If Level D protective clothing will be required during R-value,ASTM D2844 and CTM301 280.00 handling of samples(as defined in Federal CFR Part 1910.120),then a 40% California Bearing Ratio(CBR),ASTM D1883 increase in fees presented in this schedule will be applied. Level C protective 1 Point 550.00 clothing will be a 60%increase in fees.Converse will not handle samples that require either Level B or Level A protection in our geotechnical laboratories. 3 Points 750.00 Contaminated samples will be returned to the client.Uncontaminated samples Relative Density will be disposed of 30 days after presentation of test results. The client must

0.1 Cubic Foot Mold 200.00 disclose the source of samples. Samples imported from out of state will be

0.5 Cubic Foot Mold 300.00 incinerated after testing in accordance with requirements of the United States Department of Agriculture. Soil samples obtained within the State of California SHEAR STRENGTH currently designated quarantine areas will also be incinerated in accordance with the requirement of the State of California, Department of Food and Torvane/Pocket Penetrometer 25.00 Agriculture, Division of Plant Industry, Pest Exclusion. A$5.00 incineration Direct Shear fee will be added to each sample that is required to be incinerated in Quick Test 75.00 accordance with State and Federal law.

Consolidated, Drained, granular soil, Test results requiring plots will be presented in a publishable format generated ASTM D3080 230.00 from computer programs. Otherwise,raw test numbers will be presented. A Consolidated, Drained,fine grained soil, minimum laboratory fee of$50.00 will be charged to present and mail test ASTM D3080 260.00 results. Beyond the standard U.S.Mail delivery,specialized transmittal will be Consolidated, Undrained, fine grained soil 230.00 charged at additional cost(e.g., Federal Express, UPS, etc.). Geotechnical Residual Strength, per cycle 70.00 testing does not include engineering and/or geologic review and analysis.

Remolded Specimens 70.00 Typical turnaround for geotechnical laboratory testing is two weeks(or roughly p ten working days). To expedite test turnaround to five working days,a 50% increase in the fees in this schedule will be applied. Many geotechnical tests STATIC UNIAXIAL AND TRIAXIAL STRENGTH TESTS require at least one week to perform in accordance with ASTM or other (PER POINT) standard specifications. Fees presented in this schedule for relatively Unconfined Compression, ASTM D2166 150.00 undisturbed direct shear,consolidation or expansion pressure tests are based Unconsolidated,Compression,
Undrained,ASTM D2850 160.00 on the assumption that 2.416-inch inside diameter brass ring samples will be provided to the geotechnical laboratory for testing. Remolded specimens will Consolidated, Undrained, per point 700.00 be compacted in standard 2.5-inch outside diameter brass rings for direct Consolidated, Drained, per point 700.00 shear,consolidation and expansion pressure tests. All fees presented in this With Pore Pressure Measurement, per load 150.00 schedule are based on the assumption that the client will deliver samples to Remolded Specimen 90.00 our laboratory at no additional cost to Converse.

Invoices will be issued monthly and are payable on receipt unless otherwise CONSOLIDATION (ASTM2435) AND SWELL COLLAPSE agreed upon. Interest of 1.5% per month (but not exceeding the maximum (ASTM D4546)TESTS allowed by law)will be payable on any amount not paid within thirty days; 8 Load Increments 260.00 payment thereafter to be applied first to accrued interest and then to the Additional Load Increment 50.00 principle unpaid amount. The Client shall pay any attorneys'fees or other costs incurred in collecting any delinquent amounts.

Time-Ratio, per load increment 90.00
Single Point, collapse test 90.00
Converse Consultants GLT2026 Page 1 lTP- dd QL RS CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 136

CONVERSE CONSULTANTS
Schedule of Fees - Materials Laboratory Testing
Compensation for laboratory testing services will be based on rates in accordance with this fee schedule which includes test report(s) and engineering time. Costs of tests not on this schedule will be by quote and/or in accordance with our current hourly fee schedule. Our services will be performed in accordance with the General Conditions.This fee schedule is valid through December 31, 2026.

AGGREGATES MOISTURE EMISSION TEST
Moisture Content,ASTM D2216 25.00 Moisture Emission Test Kit 85.00 Particle Size Analysis ASPHALTIC CONCRETE
Coarse,ASTM C136, each 120.00 Stability, Flow,and Unit Weight,ASTM D6927 500.00 Coarse and Fine,ASTM C136&C137),each 180.00 Marshall ASTM D1559,ASTM D2726 450.00 Specific Gravity&Absorption
Coarse Aggregate,ASTM C127 115.00 Measured Maximum Specific Gravity of Mix,ASTM D2041,Fine Aggregate,ASTM C128 175.00 Rice Method,each 350.00 Unit Weight per Cubic Foot,ASTM C29 75.00 Void Analysis of Cores or Marshall Specimens, Soundness,Sodium or Magnesium,ASTM C88,each 550.00 Calculations Only,ASTM D3203,set of 2 or 3 60.00 Potential Alkali Reactivity,ASTM D289 700.00 Laboratory Mixing of Asphalt&Concrete, per sample 75.00 Freeze Thaw Soundness 175.00 Complete Asphalt Concrete Mix Design Los Angeles Abrasion, per class,ASTM C131, C535 375.00 Hveem or Marshall By Quote Sand Equivalent,ASTM D2419 180.00 Extraction of Asphalt and Gradation,ASTM D2172, Method B, Lightweight Particles,ASTM C123,each 300.00 or California 310, including ash correction,each 455.00 Clay Lumps&Friable Particles,ASTM C142,each 290.00 Extraction of Rubberized Asphalt&Gradation,each 350.00 Stripping Test,ASTM D1664,each 85.00 Specific Gravity,ASTM D2726 or ASTM D1188 Organic Impurities,ASTM C40 140.00 Uncoated 95.00 Durability By Quote Coated 125.00
Immersion-Compression 650.00
CONCRETE TESTS Particle Coating,ASTM D2489 95.00 Laboratory Trial Batch,ASTM C192 By Quote Stripping,ASTM D1664 85.00 Laboratory Mix Design, Historical Data By Quote Moisture or Volatile Distillates in Paving Mixtures,or Compression Test, 6"x12"Cylinder,ASTM C39,each 55.00 Materials Containing Petroleum Products or Lightweight Concrete By-Products 350.00 Compression 55.00 Retained Strength,ASTM D1074/D1075,6 specimens....By Quote Unit Weight 55.00 Retained Stability, Mil, Std,520A, Method 104, Specimen Preparation,Trimming or Coring,each 75.00 6 specimens By Quote Bond Strength,ASTM C321 CBR,ASTM D1883, including M/D Curve, 1 point 400.00 Prepared by Converse 250.00 Asphalt Temperature 20.00 Prepared by Others 150.00
Core Compression Test,ASTM C12,each 120.00 STRUCTURAL STEEL Flexure Test,6"x6"Beams,ASTM C78,each 130.00 Tensile Test#9 Bar or Smaller,each 65.00 Modulus of Elasticity, Static,ASTM C469,each 275.00 Bend Test#9 Bar or Smaller,each 65.00 Length Change,ASTM C157,3 bars,5 readings each, Tensile Test#10 Bar or Greater,each 300.00 up to 26 days 550.00 Tensile Test#14 Bar, each 330.00 Splitting Tensile,6"x12"Cylinders, each 110.00 Rebar Coupler Tensile Test 160.00 Field Concrete Control (sampling,slump,temperature, Tensile Test,Welded#9 Bar or Smaller,each 160.00 cast 4 cylinders, molds,cylinder pick-up,within 10 miles Tensile Test,Welded#10 Bar or Greater,each 300.00 of office,stand-by extra),ASTM/UBC, hourly rate Tensile Test,Welded#14 Bar, each 330.00 schedule,or each cylinder 95.00 Tensile Test, Mechanically Spliced,#9 Bar or Smaller, Field Concrete Control (same as above plus air content test), each 210.00 ASTM/UBC,each cylinder 95.00 Tensile Test, Mechanically Spliced,#10 Bar or Greater, Hold Cylinder 10.00 each 350.00 Cylinder Mold,sent to job site but not cast by Converse or HIGH STRENGTH BOLT,NUT,AND WASHER TESTING returned to Converse 7.00
Wedge Tensile Test,A490 Bolts
MASONRY(ASTM C140,E447,UBC STANDARD 24-22) Under 100,000 lbs.,each 130.00 Moisture Content,as received,each 105.00 Over 100,000 lbs.,each 140.00 Absorption,each 85.00 Wedge Tensile Test,A325 Bolts Compression,each 85.00 Under 100,000 lbs.,each 160.00 Shrinkage,ASTM C426, each 250.00 Tensile Test,Anchor Bolts,tested with displacement Net Area and Volume,each 30.00 transducers,each 300.00 Masonry Blocks, per set of 9 1,500.00 Nut Hardness, Proof&Cone Proof Load Test,each 65.00 Masonry Core Compression,each 125.00 Washer Hardness,each 55.00 Masonry Core Shear,each 245.00 A325 or A490, Bolt Hardness Only,each 55.00 Masonry Core Trimming,each 150.00 Bolt A325 or A490 Wedge Tensile Compression Test,grouted prisms,8"x8"x16", each 300.00 Under 100,000 lbs.&Hardness,each 240.00 Compression Test,grouted prisms, 12"x16"x16",each 425.00 Over 100,000 lbs. &Hardness,each 280.00 Compression Test Bolt, Nut&Washer,all tests per set with bolts 2"x4"Mortar Cylinder,each 55.00 Under 100,000 lbs 400.00 3"x6"Grout Prisms,each 55.00 Over 100,000 lbs. 500.00 2"Cubes,ASTM C109,each 55.00 See Schedule of Fees- Geotechnical Laboratory Testing for soil Cast by Others 5 testing. Hourly rates are available upon request. Field Laboratory Mortar or Grout Mix Designs By Quote
rates are available upon request. Listed unit rates are based upon FIREPROOFING TESTS the assumption that samples will be delivered to our laboratory at no Oven Dry Density, per sample 80.00 cost to Converse.

Converse Consultants MTS2026
PagerPfr6QAes
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 137

EXHIBIT C
Activity Schedule
The following is a preliminary schedule of the key milestones. A more detailed schedule will be provided after the project kick-off meeting.

TASK START DATE DURATION
Contract Execution/Notice to Proceed 2/23/2026 —
Kick-Off Meeting 2/24/2026 —
Data Collection: Utilities, Geotechnical Investigation, 2/24/2026 6 weeks Traffic Studies, Environmental Studies
30% Design Plans 4/7/2026 4 weeks
30% Agency Review 5/5/2026 3 weeks
60% Design Plans, Specifications and Estimate 5/26/2026 4 weeks 60% Agency Review 6/23/2026 3 weeks
90% Design Plans, Specifications and Estimate 7/14/2026 4 weeks 90% Agency Review 8/11/2026 2 weeks
100% Design Plans, Specifications and Estimate 8/25/2026 3 weeks PS&E Package Delivered to City for Bidding 9/15/2026 — 20

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

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

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

As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Long Beach 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. 1/29/2026 i , ,
1`
Date .ignatur-• of au orized individual

UIT '-ZOLL A RS/JOHNNY MURAD
Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

DECEMBER 8, 2025 OF 14).4
STATEMENT OF QUALIFICATIONS FOR THE CITY OF UPLAND 4�� .q p �7 �a�. �',d �.,
PROJECT No. 7343 & 9141 g ` . ,
19TH STREET RECONSTRUCTIO = ' 1 .��'! , ;e/LrFoR�
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_I• y!6 IV [ III 1. Cover Letter 3 a i 2. Executive Summary 5

3. Project Approach 5

4. Consultant Team 12
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6. Consultant References 21
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1. COVER LETTER
December 8, 2025
Kirk Swanner,Associate Engineer
City of Upland
Public Works Department, Engineering Division
1370 North Benson Avenue
Upland,CA 91786
SUBJECT: REQUEST FOR PROPOSAL FOR PROJECT NO.7343&9141-19th STREET RECONSTRUCTION Dear Mr.Swanner and the Selection Committee:

Huitt-Zollars,Inc. is pleased to submit our Proposal in response to the City of Upland's Request For Proposal for Project No. 7343 &9141-19th Street Reconstruction.

Incorporated in 1975, Huitt-Zollars is a full-service consulting firm offering civil engineering,surveying, architecture, and planning services.Our headquarters is located at 5430 Lyndon B Johnson Freeway Suite 1500, Dallas,TX 75240,with a contact number of(214)871-3311.Our local office in Ontario is located at 3990 Concours#330,Ontario, CA 91764,and can be reached at(909)941-7799.Our office hours are 8am to 5pm Monday through Friday.

With five strategically located offices throughout the region, including our Ontario office,we serve as a trusted local engineering partner to municipalities such as the City of Upland. Our Ontario-based team is backed by the resources and expertise of our broader Southern California and national network, enabling us to provide responsive, innovative solutions tailored to local needs.We bring extensive experience throughout the Inland Empire area,and our professionals are deeply committed to supporting community development through thoughtful planning, infrastructure improvements,and collaborative partnerships.

Huitt-Zollars has provided professional services to public sector clients for many decades. Leading the Huitt-Zollars team will be David White,Vice President,who will serve as Senior Project Manager and Johnny Murad,Vice President,who will serve as Principal-in-Charge. Both bring a strong passion for infrastructure design and a wealth of experience in roadway engineering,street improvements,water improvements,and ADA-compliance-expertise that aligns directly with the needs of your project.Their leadership will ensure the project is both technically sound and functionally effective.

For this project,we have engaged Converse Consultants to provide Geotechnical Services,teamed up with LSA for Environmental Studies,and collaborated with Urban Crossroads for Traffic Engineering.All other design services, including civil engineering and surveying will be performed by Huitt-Zollars.

With our team,the City of Upland will benefit from:
• A local team of engineers and designers ready to begin work immediately,with familiarity with City of Upland standards,APWA standards and specifications,and Caltrans standards and specifications • A senior project manager and QC manager with over 30 years of experience in public works, including roadway design,ADA curb ramps, and utility infrastructure
• A subconsultant team with proven experience ion similar projects • The strength and stability of more than 500 professionals across Huitt-Zollars company-wide ONTARIO OFFICE 0: 909.941.7799
HUITT-ZOLLARS,INC. 3990 Concours St.,Suite 330,Ontario,CA 91764 F: 909.941.7789 HUITT-ZOLLARS.COM

HUITT
I-1Z ZOLLARS
Johnny Murad is authorized to negotiate and contractually bind Huitt-Zollars, Inc. He can be reached at our Ontario office at (909)941-7799 ext. 11411,via cell at(951)743-9322,or by email at [email protected].

All contents of this proposal shall be valid for a period of ninety(90) calendar days following the due date of the proposal.

We appreciate the opportunity to support the City of Upland on this exciting project and look forward to contributing to its infrastructure improvements.

Sincerely,
Huitt-Zollars, Inc.

John Mu r.d,PE#67512,QSD/P
Vic- 'resid-nt/Managing Principal
ONTARIO OFFICE O: 909.941.7799
HUITT-ZOLLARS, INC. 3990 Concours St.,Suite 330,Ontario,CA 91764 F: 909.941.7789 HUITT-ZOLLARS.COM

2. EXECUTIVE SUMMARY
OF, ITp Huitt-Zollars, Inc. is pleased to submit our proposal for Project No. 7343 &9141—19th Street 4 Lq Reconstruction, which includes pavement rehabilitation and utility improvements between Mountain V�� „`' 'd Avenue and Euclid Avenue in the City of Upland. Under the leadership of Senior Project Manager f.
; David White, our team brings extensive experience in delivering high-quality street infrastructure gi ? ,'� . '. ► improvement projects throughout the Inland Empire and Southern California.This project reflects ►. :
vim. our commitment to developing safe and accessible transportation routes that are supported by the CI,
<QLI���, local residents and daily travelers. We are proud to offer a local team of consultants who are deeply invested in the success of this initiative and the long-term sustainability goals of Upland.

The 19th Street Reconstruction project aligns with our corporate ideology: i . . •
• Our Vision—To improve the environment in which we live, work, and play it-k • Our Mission—Delivering innovative solutions that enhance the built environment k `y� , dux
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Key Project Goals { .,;• _
• Design a durable, safe, and functional two-lane shared roadway with traffic calming • .�.'. measures; "�
• Replace an aging water main and appurtenances to deliver clean, safe drinking water -- . -"=- to residents; and '
• Evaluate environmental impacts. =. 4 Huitt-Zollars will collaborate closely with the City of Upland, maintaining transparent and consistent communication throughout the planning and design phases. We are committed to i delivering a roadway solution that is safe, efficient, and provides longevity. We look forward to the opportunity to work with the City and contribute to a project that will benefit the local community while continuing to serve as a vital transportation corridor for years to come.

3. PROJECT APPROACH
IF Task 1—PROJECT ADMINISTRATION
Per company policy Huitt-Zollars will develop a
comprehensive Project Work Plan that includes a detailed Project Quality Plan and Project Schedule. Our project
management responsibilities will encompass coordination 191'u -• of meetings, preparation of invoices, budget oversight, and rogo
}� e'' maintenance of a critical path schedule to ensure timely delivery per the requirements of the RFP. In addition to the initial project kick-off meeting and regular progress meetings to facilitate ongoing communication and alignment with the ".,` City's vision, we are including two (2) community meetings _ and three (3) design review meetings. Implementation of the following Quality Management Program and Project
\-L__- --, Management System is central to our approach. /
Page i9rPf&i}QL2J�RS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 15

Quality Management Plan
At Huitt-Zollars, our philosophy on quality is simple—our clients establish the expectation of quality PLAN and are the final authority as to how we meet their quality expectations. Huitt-Zollars employs an DO ISO 9001:2015-compliant quality management system that serves as the foundation for continuous performance improvement in every aspect of our work. Our Quality Management Program is based on the simple 4-step process of PLAN—DO—CHECK—ACT. We strive to ACT 40 meet the expectations of our Clients while working on obtaining continuous Scope of Services improvement. Our intent is to ensure that our services provide added value Project Work Plan to the Client. Project Quality Management Plan Work Breakdown Structure
Detailed Project Schedule
Project Management System
Project costs will be controlled with constant monitoring of our budget and Resource Loading Schedule schedule status versus design progress. With each month's invoice,the City O Kick-off Meeting with Client and Team of Upland will receive a spreadsheet breakdown of cumulative work task O Design Intent Schedule and Budget Maintenance
budget expended versus percent complete, and a comparison of actual Documentation of Quality Processes versus scheduled activities.These reports can be as detailed or as simple as the individual work task dictates, and as agreed to in cooperation with the Systemic Review Progress,Schedule,and Budget City. Quality Control Review
Quality Process Audits
Client Feedback
We manage design costs with our in-house accounting system. Each project Lessons Learned is initiated with a Project Entry Form including budgeted hours and costs for each phase and task.Timesheets, expense reports, and subconsultant Update Project Documents and Records invoices are submitted and approved by the project and office managers Update Checklists weekly. On the Tuesday following the Saturday closeout,the Project Corporate Quality Management Reviews Manager receives a detailed work-in-progress report with actual hours and costs to date for each phase and task. Within two to three weeks of the monthly closeout,the City will receive a detailed invoice and progress report.The Huitt-Zollars' accounting system requires the Project Manager to enter a monthly percent of work completion and it is compared to the percent spent.

Additionally,the schedule is one of the most important tools for successful project delivery. At the beginning of the project, we will prepare a detailed schedule based on approved delivery dates utilizing Microsoft Project.The project schedule is prepared to itemize the logical sequence of work, milestones, design phases, coordination events, quality reviews, and critical path constraints. It will be updated as required. Key items in the schedule include but are not limited to the following:
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• Deadline for milestone and final submittals;
• Permit requirements including submittal deadlines for required approvals; ii • Agency and utility coordination milestones; Sri ■��
• Detailed plan for each discipline and sub to achieve overall schedule; • Critical interfaces and critical path;
• Quality review periods and deadlines;
• Logical work sequence.

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Task 2—PRELIMINARY DESIGN (30%REVIEW) • Identifying causes of local drainage issues and The objective of this phase is to identify key constraints and discussing solutions to correct the problem issues, obtain design directives that are necessary prior to • Identifying which trees need to be completely proceeding with design of the street reconstruction, and removed resulting from the anticipated excessive incorporate the chosen options and solutions into the 30% root removal required for the proposed curb, plan set.Those issues include: sidewalk, and pavement restorations • Developing and evaluating traffic calming design
alternatives
Page QlTizl&6W-Aas
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 16

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In order to achieve said objective we recommend a site walk with the City Arborist, City Project Manager, HZ's Project Manager, and HZ's CEQA consultant immediately after project kick-off to identify which trees are likely to be completely removed to facilitate reconstruction and restoration of curb and gutter, sidewalk, and pavement. We feel this assessment needs to occur prior to the 30%submittal to properly define preliminary limits of R&R for curb and sidewalk and quantify anticipated tree removals.

The RFP states that draft traffic calming measures should be submitted for consideration as a Task 2 deliverable, however, we believe that the traffic calming alternatives should be presented and discussed prior to development of 30%street improvement plans.The desired traffic calming measures could significantly impact the 30%design and potentially trigger a redo of the plans, which would cost time and money. We propose to develop the traffic calming options within four(4)weeks of the NTP, present these options at the pre-30%community meeting, and obtain a final decision from the City within two (2) weeks in order to stay on schedule for the 30%submittal deadline.

The above suggested modifications to the RFP's deliverable sequence is recommended to minimize significant re-design of plans between the 30%and 60%submittals as well as avoid delays and change orders during construction. Huitt-Zollars is committed to working collaboratively with the City and is open to discussing any alternative approaches that may help ensure the successful delivery of this project. We welcome the opportunity to engage further and explore viable solutions together.

The 30%design submittal which includes Street and Water Improvement Plans, existing utility notices and maps, draft Geotechnical report, and draft initial study will provide sufficient detail for City review and concurrence of the above-described issues and solutions before advancing to the next phase. We are allowing 10 weeks to complete the various components in this task plus three (3)weeks for City review of the submittal.The following sub-tasks are included in this task:

1. Utility Research 3. Geotechnical Investigation • Huitt-Zollars will review available City and County Geotechnical services will be provided by Converse records, including: Consultants as a subconsultant.The investigation will:
• Record drawings (street, sewer, water, and storm • Evaluate existing pavement and subgrade conditions. drain plans) • Recommend rehabilitation methods for existing • Obtaining facility plans from SCE, Frontier, SoCal Gas, pavement or, and other utility providers • Recommend new pavement thicknesses based on The utility information will be added to the CAD file street classification and Traffic Index(TI) provided provided by the City by the City. Field work will include approximately 8 borings,followed by laboratory testing.

2. Site Examination Results will be compiled in a final geotechnical • Our team will conduct a comprehensive site visit to engineering report with illustrations,findings, identify key issues related to: conclusions, and rcommendations. • Constructability
• Grading and drainage The geotechnical investigation is anticipated to begin • Potential utility conflicts and relocations immediately following the NTP and a draft report will be In preparation for this proposal, we visited the project provided with the 30%submittal package. site and have documented field conditions through
photographs and written observations.

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CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 17

4. Environmental Study site walk, LSA will provide recommendations to Huitt-Zollars will collaborate with LSA to provide avoid and minimize impacts on each tree. environmental services for the proposed project as
outlined in the RFP. Note: This task does not include vegetation mapping, The environmental study is anticipated to begin focused surveys, a Jurisdictional Delineation, or a immediately following the NTP and a draft report will be pre-construction tree inventory documenting tree data provided with the 30%submittal package. related to the size and health of every tree along the project corridor. None of these surveys or reports are
Pursuant to Section 15301 of the State of California expected to be required. LSA will request a budget Guidelines for Implementation of the California augment if any of these services are requested by City Environmental Quality Act (CEQA Guidelines), operation, staff repair, maintenance, and/or minor alteration of existing public or private structures, including existing facilities of 5. Traffic Study both investor and publicly owned utilities used to provide 1. Traffic Calming Evaluation electric power, natural gas, sewerage, or other public • Meet with the Client and/or the City of Upland utility services, as well as existing streets, sidewalks, representatives at the Project site and discuss gutters, bicycle and pedestrian trails, and similar facilities the anticipated work effort,traffic issues, posted (this includes road grading for the purpose of public speed limits, planned pedestrian/bicycle facilities, safety), and the addition of bicycle facilities and other and accident history. Sight distance will be transit improvements such as pedestrian crossings, street assessed/discussed during this site visit as well. trees, and other similar alterations that do not create • Utilize existing traffic speed/count data collected additional automobile lanes and involve negligible or no for the City of Upland Engineering and Traffic expansion of existing or former use could be considered surveys (E&TS). Assess the data to determine peak categorically exempt from CEQA under Class 1 (Existing times for both traffic volumes and travel speeds.

Facilities). • Collect vehicle, pedestrian, and bicycle counts at up to six (6) select intersections/crossings along
Accordingly, we propose to evaluate potential 19th Street (6 locations). Data collection will be environmental effects of the project through the 24-hour vehicle, pedestrian, and bicycle count provision of the following services: data.
• In collaboration with City staff and the HZ team, • Evaluate potential improvements that may LSA will prepare a project description for use be appropriate for implementation at these in the technical environmental analyses. The locations. Improvements that will be considered project description will provide a detailed include, but is not limited to, speed radar signs, narrative of the project, construction and warning signage, traffic circles, roundabouts, operational characteristics, geographical setting, chicanes, bulbouts/chokers, street parking, and required approvals.The project description red curb, high visibility crosswalks and other will be supported by graphics where applicable. physical improvements such as signing or striping Additionally, LSA will visit the project site to measures that could be implemented. establish an understanding of existing site • Evaluate pedestrian/bicycle crossings at six (6) conditions,the physical setting of the site, and the locations. Evaluate pedestrian volumes for both relationship between the project site and adjacent locations as required by the CA-MUTCD. land uses. • Develop a concept plan showing recommended • LSA will conduct a Biological Resources improvements. Concept striping plan will depict Assessment that will include a desktop analysis any recommended improvements along 19th of the project site to assess site conditions and Street. Concept exhibit will be prepared to scale. potential effects on biological resources, as well as It is anticipated that three (3) sheets will be a site walk with the City's Arborist to assess trees necessary for these exhibits. Sight distance exhibit that may be subject to impacts from construction will be included if necessary. activities associated with the project. LSA will • Prepare a letter report summarizing the results. record the location and species of trees that may
be impacted and will record notes on the type and
extent of potential impact to each tree. During the
Page an361"i6WilRS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 18

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2. Stop and Crosswalk Warrant Analysis 2. Traffic Signal Design • Utilize count data and perform stop and crosswalk Understanding the City's desire for Clary UPS Systems, warrant analyses at up to six (6) intersections in lieu of performing an evaluation of the existing traffic along 19th Street. signals, we will prepare traffic signal modification plans • Request and obtain collision data from the incorporating the Clary UPS battery backup upgrades as California Highway Patrol's (CHP)Statewide well as the replacement of traffic signal loops that will be Integrated Traffic Records System (SWITRS)for destroyed during the pavement rehabilitation. the site adjacent roadway. Collision data will be
reviewed, and applicable improvements will be 3. Final Environmental Study and Determination recommended to reduce specific collision types. Based on the proposed project's characteristics and • Provide recommendations and incorporate the City's policies and regulations, LSA will document findings into the letter report. project compliance with CEQA pursuant to a Class 1 Categorical Exemption (CEQA Guidelines Sections 15301
Task 3—DESIGN REVIEW(60%REVIEW) and 15300.2) supported by the technical environmental Huitt-Zollars will advance the drawings to a 60%design analyses. level incorporating City comments from the 30% review and provide a submittal package for City review. Operation, repair, maintenance, and/or minor alteration of existing facilities of both investor and publicly owned The 60%submittal package will include the final Geotechnical utilities used to provide electric power, natural gas, and Environmental Reports, Street, Water, and Signing and sewerage, or other public utility services, as well as Striping Improvement Plans, cross sections at 100-foot existing streets, sidewalks,gutters, bicycle and pedestrian intervals, and a preliminary cost estimate. Prior to submittal, trails, and the addition of bicycle facilities and other we will attend a pre-60%community meeting. We are transit improvements such as pedestrian crossings, street allowing four(4)weeks to complete this task plus three (3) trees, and other similar alterations that do not create weeks for City review of the submittal.The following sub-task additional automobile lanes and involve negligible or is included in this task: no expansion of existing or former use are presumed

1. Potholing not to have a significant effect on the environment and After establishing the preliminary water main profile, therefore determined to be categorically exempt from existing underground utilities suspected to cause a the provisions of CEQA. conflict will be potholed. Huitt-Zollars will engage a
prevailing wage-compliant, licensed contractor for
potholing. For budgeting purposes we will assume twenty (20) potholes.Traffic control for potholing operations
will follow the Watch Manual. If traffic control plans
are required by the City,they can be prepared for an
additional fee.

Page i TP-&6QL RS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 19

Procedurally, Class 1 exemptions typically allow for may include an Initial Study/Mitigated Negative a reduced schedule when compared to other CEQA Declaration or Environmental Impact Report. If alternative document preparation and review, with no required public CEQA documentation is required, LSA would request a review period or mitigation. Exceptions to the Class 1 contract amendment to provide the additional services exemption, however, require additional considerations. necessary to prepare the appropriate CEQA document, CEQA Guidelines Section 15300.2(b-f) (Exceptions) dictate distribute it to local and, if applicable, State agencies, and that the Class 1 exemption cannot be used if the project respond to public comments. would:

1. Result in a cumulative impact when successive Subsequent to City approval of the Class 1 Categorical projects of the same type and in the same place are Exemption Memorandum, LSA will prepare a Notice of constructed and operated over time; Exemption (NOE)to file with the San Bernardino County

2. Have a significant effect on the environment due to Clerk of the Board and State Clearinghouse in accordance unusual circumstances; with Section 15062 of the CEQA Guidelines.The City

3. May result in damage to scenic resources, including should maintain the Class 1 Categorical Exemption but not limited to,trees, historic buildings, rock Memorandum on file during the 35-day statute of outcroppings, or similar resources, within a highway limitations for appeal pursuant to CEQA Guidelines Section officially designated as a State scenic highway; 15112(c)(2).The 35-day statute of limitations to appeal

4. Be located on a site which is included on any list the project begins on the first day the County Clerk and compiled pursuant to Section 65962.5 of the State Clearinghouse post the NOE to the list of notices on Government Code; or their respective web sites.

5. Cause a substantial adverse change in the significance of a historical resource.

Task 4a—DESIGN REVIEW(90%)
If the technical environmental analyses and supplemental Deviating slightly from the format in the REP, we recommend analysis conducted as part of the Class 1 Categorical splitting task 4 into two parts by adding a 90%submittal Exemption review indicate the project would satisfy the to the project sequence and schedule. Going from 60%to criteria listed under CEQA Guidelines Section 15301 and 100% is a pretty significant jump and the City should have an also would not trigger any of the exceptions listed under opportunity to review and comment on the special provisions CEQA Guidelines Section 15300.2(b-f), LSA would prepare and bid schedule, as otherwise the 100%submittal would be a Memorandum in support of a Class 1 (Existing Facilities) the first and only time those items were submitted.

Categorical Exemption. Using supporting technical
environmental analyses, additional studies prepared by the Huitt-Zollars will advance the drawings to a 90%design level HZ team (e.g., utility research, geotechnical investigation incorporating City comments from the 60% review and provide and report, and preliminary water and street improvement a submittal package for City review.The 90%submittal will plans and profiles),the City of Upland Mobility Master include 90% plans and cost estimate, draft special provisions, Plan, General Plan, and Municipal Code, and other and draft bid schedule. We are allowing 4 weeks to complete local and regional plans, the Categorical Exemption this task plus two (2) weeks for City review of the submittal.

Memorandum would include systematic detail on how the
project satisfies the Class 1 Categorical Exemption criteria Task 4b—FINAL DESIGN AND PREPARATION OF (Section 15301) and why none of the exceptions under CONSTRUCTION DOCUMENTS(100%) Section 15300.2(b-f)would apply. Huitt-Zollars will advance the drawings and specifications to a 100%design level incorporating City comments from the Note:Should the supporting technical environmental 90% review and provide a FINAL PS&E package for BIDDING. analyses or supplemental analysis conducted as part of The 100%submittal package will include the final signed and the Class 1 Categorical Exemption identify mitigation stamped drawings, special provisions, cost estimate, and bid required to reduce any environmental impact as it relates schedule. We are allowing three (3) weeks to complete this to the criteria listed under CEQA Guidelines Section 15301 task. or Section 15300.2(b f), or should the City determine
pursuant to Section 15367 of the CEQA Guidelines that a Categorical Exemption would not apply, then alternative CEQA documentation would be required to ensure project
compliance with CEQA.Alternative CEQA documentation
Page a rPfZgL lRS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 110

Task 5—CONSTRUCTION BIDDING THROUGH CONTRACT Task 6—ASSISTANCE DURING CONSTRUCTION (Optional) AWARD (Optional) If requested, Huitt-Zollars can provide construction support If requested, Huitt-Zollars will provide the following assistance services to the City during the construction phase for an to the City for an additional fee: additional fee, as outlined below:

1. Bidding Assistance 1. Construction Meetings Huitt-Zollars will assist the City in conducting a pre-bid • Attend monthly construction meetings via Zoom. conference at a date, time, and location designated by the • Assume four meetings, each approximately one hour City.The pre-bid conference will: in duration.
• Instruct prospective bidders and suppliers on the
required information and bid format. 2. Shop Drawings and RFIs/RFCs • Review special project requirements and contract • Review shop drawings and Requests for Information documents. or Clarification (RFI/RFC).
• Prepare the pre-bid agenda and meeting minutes. • Assumptions:
• Receive, respond to, and document Requests for ° Six (6) shop drawings Information (RFIs). ° Four (4) RFIs/RFCs
• Prepare responses to RFIs that require significant • Provide a separate unit price for any shop drawings or changes to bid documents and distribute them via RFIs/RFCs beyond the base amount. addendum.

3. Final Record Drawings

2. Addendum • Update bid set drawings and specifications to reflect:

Prepare and issue addenda or interpretation to the bid ° Changes during construction documents as required. ° Approved change orders • Deliverables:

3. Bid Review and Recommendation ° One full set of record drawings and specifications Assist City during bid opening meeting. Answer questions in PDF format as appropriate during the meeting, provide a tabulated ° One full digital submission (AutoCAD/CiviI3D files) bid summary of all bids received, and review bids for
completeness.

4. Recommendation for Award
Provide a recommendation to City concerning award of
Contract.

CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 111

4. CONSULTANT TEAM
Huitt-Zollars has assembled a qualified team for the 19th Street Reconstruction Project. Each member of the team has the available capacity and depth of relevant project experience to provide the expertise required to successfully complete the project. Our team has been structured to enable the experts to efficiently apply their skills during the execution of work, and to establish a clear hierarchy of functions and responsibilities to meet each specific set of project requirements. Project staffing is based on the team members extensive experience on similar successful projects. or 17/3
ti 14,
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PRINCIPAL-IN-CHARGE
Johnny Murad, PE, QSD/P

SENIOR PROJECT MANAGER
David White, PE

PROJECT MANAGER
Ryan Peng, PE, QSD

QUALITY CONTROL
Kevin Carter, PE, QSD/P

HUITT-ZOLLARS TEAM
Street Design Surveying Water Design
Dakota Stokley, PE Michael Kremer, PLS Miguel Hernandez, PE, PLS, QSD/P Sean Oliver, PE David Mackey, PLS

SUBCONSULTANTS
Geotechnical Engineering Environmental Engineering Traffic Engineering Converse Consultants, Inc. LSA Enviornmental Consultants, Inc. Urban Crossroads, Inc.

Hashmi Quazi, PhD, PE, GE Dionisios Glentis Brendan W. Dugan, PE Robert Gregorek, PG, CEG Ambarish Mukherjee, PE, AICP Jose Alire, PTE Page kilrizI 6 RS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 112

David White, PE
Sr. Project Manager
. David White has extensive experience in the public works field having filled the roles of project engineer, project manager, general contractor, and construction inspector on a wide variety of civil engineering projects across Southern California. Prior to joining Huitt-Zollars in 2012, David co-owned a general engineering construction company specializing in grading, paving, and civil infrastructure. David's diverse range of hands-on design and management experience, strengthened by his past experience with similar street rehabilitation projects in Upland, will allow him to lead the consultant team in delivering a successful on-time project.

PROJECT EXPERIENCE
Cypress Avenue Storm Drain and Street Improvements, Veterans Court and 13th Street Rehabilitation, Upland, CA Fontana, CA White served as project manager for the street reconstruction White provided project management support,technical project. Responsible for budget, schedule, and delivery of engineering support, and quality control reviews for this storm PS&E package. drain extension and roadway improvement project for the City of Fontana. Mountain Avenue Reconstruction, Upland, CA White served as project manager for the street reconstruction Baseline Road Storm Drain Improvements, Rialto,CA project. Responsible for budget, schedule, and delivery of White provided project management support,technical PS&E package. engineering support, and quality control reviews for this storm drain extension and roadway improvement project for the City 9th Street and Danube Way Street Rehabilitation Project, of Rialto. Upland,CA
White served as project engineer for the street, curb and Airport Drive Water Main Replacement, Ontario, CA sidewalk rehabilitation project. Responsible for preparation of White served as project manager and lead designer for the PS&E package. 1,300 LF 16" water main replacement project. Scope of work included replacing an aging 12"water main in Airport Drive Street Rehabilitation Project- 1st, 2nd, 3rd,and 17th Streets, between Grove Avenue and the West Cucamonga Creek Upland,CA Channel, spanning the channel by attaching the water main to White served as project engineer for the street, curb, and the bridge with custom designed structural support brackets, sidewalk rehabilitation project. Responsible for preparation of and tying over all water services,fire laterals, and fire hydrants. PS&E package.

SBMWD Water Main Extension, San Bernardino Other relevant experience includes:

International Airport,San Bernardino,CA • 3rd Street Roadway Widening Project,San Bernardino, CA White served as project manager and lead designer for the • Eucalyptus Avenue Roadway Extension, Moreno Valley,CA •
2,900 LF 24" water main extension project associated with the Jefferson Avenue Roadway Widening, Murrieta,CA • Murrieta Hot Springs Road Improvements, Murrieta, CA 100-acre Amazon air cargo facility located at San Bernardino • Pioneer Avenue,San Bernardino Avenue,and Alabama International Airport. Street Roadway Widening and Rehabilitation, Redlands,CA • Morgan Street, Indian Avenue, Rider Street and Perris Arrow Highway Reconstruction, Upland, CA Boulevard Roadway Widening and Rehabilitation, Perris, CA White served as project manager for the street reconstruction • Francis Street Storm Drain and Street Rehabilitation, project. Responsible for budget, schedule, and delivery of Ontario, CA • Ross,Walnut and Magnolia Storm Drain Improvements,
PS&E package. Chino, CA
YEARS OF EXPERIENCE EDUCATION REGISTRATION
35 BS, Civil Engineering, California State Professional Engineer: CA#52921 Polytechnic University, Pomona
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I
• 44:

Ryan Peng, PE, QSD Johnny Murad, PE, QSD/P
Project Manager Principal-In-Charge
Ryan Peng has experience in working on various Johnny Murad brings decades of expertise in public works transportation, public works, infrastructure, and development infrastructure, having served as design engineer, project projects throughout Southern California. His completed manager, and principal-in-charge on numerous roadway infrastructure projects include design of streets, storm drains, widening projects across Southern California. His work has grading plans, and water distribution and sanitary sewer consistently emphasized ADA compliance and community- systems. Peng is also experienced in preparing cost estimates focused design solutions. Since joining Huitt-Zollars in 1997 and specifications. as an intern,Johnny has advanced through every level of project responsibility, gaining a comprehensive understanding PROJECT EXPERIENCE of infrastructure development from concept to completion.

Cypress Avenue Storm Drain and Street Improvements, His hands-on leadership style and commitment to excellence Fontana, CA have been instrumental in the successful delivery of complex Ross, Walnut and Magnolia Storm Drain Improvements, civil engineering projects.Johnny's collaborative approach is Chino, CA key to the successful delivery of our roadway and municipal Antonio Parkway/La Pata Avenue Widening, Orange County, infrastructure projects.

CA
Oso/Marguerite Parkways Intersection Widening, Mission PROJECT EXPERIENCE Viejo, CA Cypress Avenue Storm Drain and Street Improvements, SR-74 Sidewalks and Maintenance Roads, Orange County, CA Fontana, CA 6th Street, Grape Street, and Victoria Avenue Improvements, Baseline Road Storm Drain Improvements, Rialto, CA Highland, CA Pioneer Avenue, San Bernardino Avenue, and Alabama Street Roadway Widening and Rehabilitation, Redlands, CA
YEARS OF EXPERIENCE Ross, Walnut and Magnolia Storm Drain and Roadway 19 Improvements, Chino, CA
Pine Avenue Widening and Extension, Chino, CA
EDUCATION Alhambra Bus Stops, Alhambra, CA
BS, Civil Engineering, University of California, Irvine

YEARS OF EXPERIENCE
REGISTRATION 29
Professional Engineer: CA#77887
Qualified SWPPP Developer: CA#77887 EDUCATION
BS, Civil Engineering, California State Polytechnic University, Pomona

REGISTRATION
Professional Engineer: CA#67512
Qualified SWPPP Developer: CA#00956
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Kevin Carter, PE, QSD/P Dakota Stokley, PE
Quality Control Street Design
Kevin Carter has experience in civil engineering specifically Dakota Stokley has experience in roadway infrastructure involving the managing, planning, designing, and supervising and utility coordination for various urban development and of major public works projects, including road alignments, public works projects. His background also includes drainage parking lots, bridges and drainage facilities. He has developed infrastructure and water quality management. He has been section work plans, organized design team work schedules, responsible for the preparation of plans and estimates in assisted with budget preparation, managed consultants, addition to design, drafting and preparation of technical contractors, and construction projects. He has completed reports. 8 safe routes to school projects, both federally and state funded. PROJECT EXPERIENCE
Baseline Road Storm Drain Improvements, Rialto, CA
PROJECT EXPERIENCE Cypress Avenue Storm Drain and Street Improvements, 4th Street Mobility Project, Oxnard, CA Fontana, CA Etting Road Bicycle and Pedestrian Facilities, Oxnard, CA Redwood Sewer Extension, Fontana, CA Canada Boulevard Infrastructure Improvements, Glendale, CA Milliken at Jurupa Mapping, Ontario, CA Bus Stop Improvements, Alhambra, CA TDA ADA Ramp and Bike Route, Chino, CA Northeast Communities Bicycle and Pedestrian Facilities, Oxnard, CA YEARS OF EXPERIENCE
Pavement Management System, Glendale, CA 9
YEARS OF EXPERIENCE EDUCATION
37 BS, Civil Engineering, California State University, Los Angeles EDUCATION REGISTRATION
MPA, California State University, Northridge Professional Engineer: CA#97965 BS, Civil Engineering, University of California at Berkeley

REGISTRATION
Professional Civil Engineer: CA#44665
Qualified SWPPP Developer: CA#20884
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"10 - i' i
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Sean Oliver, PE Miguel Hernandez, PE, PLS, QSD/P
Street Design Water Design
Sean Oliver has experience in stormwater infrastructure Miguel Hernandez has experience in Public Works and is design using a variety of hydrologic and hydraulic softwares proficient with the design of streets, highways, sewer, water, for urban development and public works projects. His storm drain, grading, hydrology and hydraulics. Miguel background also includes roadway design with attention to brings a unique understanding of stormwater infrastructure, ADA compliance and accessibility requirements. He has been construction experience with large scale stormwater responsible for the corresponding plans, specifications, and infrastructure, and public park projects with public agencies. estimates in addition to the drafting of technical reports.

PROJECT EXPERIENCE
PROJECT EXPERIENCE Los Patrones Parkway Extension, Orange County, CA Pine Avenue Widening and Extension, Chino, CA Pine Avenue Widening and Extension, Chino, CA Cypress Avenue Storm Drain and Street Improvements, Cypress Avenue Storm Drain and Street Improvements, Fontana, CA Fontana, CA
Baseline Road Storm Drain Improvements, Rialto, CA Baseline Road Storm Drain Improvements, Rialto, CA Los Patrones Parkway Extension, Orange County, CA TDA ADA Ramp and Bike Route, Chino, CA Merrill Avenue Street Widening Lincoln Avenue Pavement Rehabilitation, Santa Ana, CA YEARS OF EXPERIENCE YEARS OF EXPERIENCE
8 29
EDUCATION EDUCATION
BS, Civil Engineering, California State Polytechnic University, BS, Civil Engineering, California State Polytechnic University, Pomona San Luis Obispo
REGISTRATION REGISTRATION
Professional Engineer: CA#97285 Professional Engineer: CA#61378 Professional Land Surveyor: CA#8735
Qualified SWPPP Developer: CA#22312
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CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 116

. y
Michael Kremer, PLS David Mackey, PLS
Surveying Surveying
Michael has approximately 33 years of experience in the David Mackey has experience in the preparation of a Southern California area.As Survey Manager for Huitt-Zollars' wide range of mapping projects including the preparation Southern California offices, he's responsible for all aspects of legal descriptions for right-of-way acquisition,ALTA/ of the daily workflow in both the field and office. Within his NSPS Land Title Surveys,Topographic Surveys, Subdivision region, he's directly responsible for client contacts, marketing, maps such as Tract Maps, Parcel Maps, Records of Survey invoicing, billing, and client/company relations. He promotes preparation, and Boundary Analysis. He has been involved all aspects of survey work in Riverside, Los Angeles, Orange, in numerous rehabilitation improvements for parks, streets, San Diego, and Ventura counties. Kremer has extensive and intersections using conventional survey, GPS survey, working relationships with all the major developers and and scanning. With extensive experience in the southern contractors in Southern California. California region, David coordinates field crews, processes field work, and delivers final CAD products.

PROJECT EXPERIENCE
Etting Road Bicycle and Pedestrian Facilities, Oxnard, CA PROJECT EXPERIENCE 4th Street Mobility Project, Oxnard, CA Etting Road Bicycle and Pedestrian Facilities, Oxnard, CA Pine Avenue Widening and Extension, Chino, CA 4th Street Mobility Project, Oxnard, CA Milliken Pavement Rehabilitation, Rancho Cucamonga, CA Pine Avenue Widening and Extension, Chino, CA Highland Pavement Rehabilitation, Rancho Cucamonga, CA OCTA, 22 Freeway Right-Of-Way Acquisition Legal Descriptions, Orange County, CA
YEARS OF EXPERIENCE Oso/Marguerite Parkways Intersection Widening, Mission 40+ Viejo, CA
REGISTRATION YEARS OF EXPERIENCE
Professional Land Surveyor: CA#8425 25

EDUCATION
BS, Civil Engineering, Surveying Engineering Option, California State Polytechnic University, Pomona

REGISTRATION
Professional Land Surveyor: CA#8912
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CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 117

5. SUBCONSULTANTS
Converse Consultants—Geotechnical Engineering Converse Consultants Geot°ohniwl E^Dineering&Coneul&nO
In 1946, Professor Frederick J. Converse established Converse Consultants (Converse) in Pasadena, California, to provide the construction industry with geotechnical engineering and geological services.

Today, Converse is an employee-owned corporation with nine offices and more than 170 employees located across California (Monrovia, Redlands, Costa Mesa, Palm Desert, and Palmdale), Nevada (Las Vegas, Reno, and Elko), and Pennsylvania.

The firm's professional and technical staff includes in-house geotechnical engineers, engineering geologists, environmental scientists, deputy inspectors, laboratory and field technicians, drafting/CAD specialists, and other specialized support personnel.

Converse's laboratories are certified by the Division of the State Architect (DSA), California Department of Transportation (Caltrans), U.S.Army Corps of Engineers, American Association of State Highway and Transportation Officials (AASHTO), and the Cement and Concrete Reference Laboratory(CCRL). Each laboratory is supervised by a registered civil engineer to ensure that equipment is calibrated regularly and quality control is maintained around the clock. Converse provides comprehensive geotechnical and materials testing services to meet the needs of its clients, regardless of the challenge.

Hashmi Quazi, PhD, PE, GE Robert Gregorek, PG, CEG
Geotechnical Engineering Geotechnical Engineering Dr. Quazi has decades of experience providing geotechnical Mr. Gregorek has overall experience on geologic, engineering services and has earned a reputation for providing environmental and geotechnical aspects of both public quality work in an honest and ethical manner, on time and and private throughout Southern California. His experience within budget. Dr. Quazi provides quality control, budget includes preliminary geologic/geotechnical investigations; oversight, and technical assistance on various types of Phase I and Phase II environmental site assessments; projects, including storm drain, street improvement, pipelines construction cost estimating; report writing; geologic field and other related projects. mapping; excavatability/rippability studies, groundwater studies; evaluation of geologic and seismic hazards; review of PROJECT EXPERIENCE geologic, environmental and geotechnical and reports, as well Cherry Avenue and Victoria Street Improvements, Fontana, CA as consultation and review for governing agencies.

SR-210 and Waterman Interchange, San Bernardino, CA
State Street Extension, San Bernardino, CA PROJECT EXPERIENCE Butterfield Stage Road Widening,Temecula, CA Cherry Avenue and Victoria Street Improvements, Fontana, CA 110/Cherry Blvd. Improvements, Calimesa, CA SR-210 and Waterman Interchange, San Bernardino, CA Butterfield Stage Road Widening,Temecula, CA
YEARS OF EXPERIENCE Street Maintenance at Various Locations, Riverside, CA 37+

YEARS OF EXPERIENCE
EDUCATION 44+
PhD, Civil Engineering, University of Arizona
MS, Civil Engineering, University of Arizona EDUCATION BS, Civil Engineering, Bangladesh University BA, Earth Science, California State University, Fullerton REGISTRATION REGISTRATION
Professional Engineer: CA#46651 Professional Geologist: CA#3965 Geotechnical Engineer: CA#2517 Certified Engineering Geologist: CA# 1257 Page Wn3rRi8,WARS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 118

LSA Associates—Environmental Engineering
Founded in 1976, LSA Associates, Inc. (LSA) is an environmental consulting firm with nine offices in California and approximately 180 employees.The firm was designed to meet the need for environmental evaluation as a result of the passage of the CEQA in 1970. From this foundation,the firm's expertise, experience, and services have grown to encompass the many issues related to environmental law. LSA has 49 years of experience helping clients navigate the often-complex process of environmental review pursuant to CEQA and NEPA.

LSA has successfully completed numerous environmental documents under contract to lead agencies in and around San Bernardino County for transportation, mixed use, residential, commercial, research and development, institutional, infrastructure, and recreation projects.The firm is currently on the County's on-call environmental consultants list and has been providing environmental analysis and supporting technical reports to the County since 2007. In addition, LSA has completed a number of environmental documents for residential and industrial projects for the City of Upland, such as the West Foothill Development Project,the San Antonio Medical Office Building, and the Spanish Trails Specific Plan.This experience provides LSA a familiarity with the issues that are important to residents in San Bernardino County, and the ability to customize our approach to environmental review accordingly.

Dionisios Glentis Ambarish Mukherjee, PE, AICP
Environmental Engineering Environmental Engineering Mr. Glentis has 20 years of environmental consulting As a Principal and Senior Transportation Planner at LSA's experience and 17 years of progressive responsibility managing Riverside office, Mr. Mukherjee specializes in travel demand projects for compliance CEQA and NEPA. He specializes in modeling and public infrastructure projects, and conducts environmental planning, cultural resources management, and Traffic Impact Analyses (TIAs) for a wide variety of large construction site compliance. Mr. Glentis has managed up to and small projects including transit projects, residential 30 projects at a time ranging in size and scope from multi- development, mixed-use development, commercial and year licensing projects to short-term projects constructed office projects, parking structures, roadway and circulation under rapid schedules. He has collaborated effectively with improvements, and General Plans and Specific Plans. He is local, State, and federal agencies and planning/engineering/ currently in charge of LSA's Riverside Office Transportation construction teams to successfully execute over 1,000 projects Group. Prior to joining LSA, he worked with the Fort Worth pursuant to CEQA and NEPA. Transportation Authority as a Transit Planner.

PROJECT EXPERIENCE PROJECT EXPERIENCE
West Foothill Development Project IS/MND, Upland, CA City of Loma Linda, General Plan, Loma Linda CA San Antonio Medical Office Building IS/MND, Upland, CA I-15/Base Line Road Interchange, Rancho Cucamonga ,CA Spanish Trails Specific Plan IS/MND, Upland, CA Harmony Specific Plan, Highland, CA Upland Hills Country Club Residential IS/MND, Upland, CA Tentative Tract Map 17230,Adelanto,CA Sunnymead MDP Line M-11 Extension, Moreno Valley, CA Paradise Valley Specific Plan Modeling and Vehicle Miles Base Line Bridge Replacement Project, Highland, CA Traveled Analysis, Riverside County, CA YEARS OF EXPERIENCE EDUCATION
20 Master of City and Regional Planning, University of Texas at Arlington
EDUCATION BArch, Indian Institute of Technology BA, Anthropology, California State University, San Bernardino

REGISTRATION
Professional Engineer: CA#88084
American Institute of Certified Planners (AICP): #023158 Page rc_rig RS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 119

Urban Crossroads—Traffic Engineering
Founded in 2000, Urban Crossroads, Inc. is a California "S" Corporation and certified Small Business (SBE#48585) and a leading provider of traffic, air, and noise consulting services. We serve both public and private sector clients to provide forecasting, analysis, and design for all modes of transportation.At Urban Crossroads,they recognize the importance of delivering a timely work product that satisfies the regulatory requirements while communicating with our clients throughout the process.

Brendan W. Dugan PE Jose Alire, PTE
Traffic Engineering Traffic Engineering
Brendan Dugan, currently serves as a Senior Associate in the Jose Alire has worked for local governments in Public design group for Urban Crossroads, Inc. He has previously Works/Engineering since 1990. During his employment in served as the Public Works Director/City Engineer for the local government, his responsibilities included traffic study City of Rancho Santa Margarita and a Project Manager for review,traffic design, and traffic signal timing. Upon being other California based Engineering Consulting firms. He is promoted to Assistant City Manager/Public Works, he was experienced in civil,transportation, and land development a member of the City's Executive Management Team. His engineering. He has worked extensively with Caltrans, responsibilities included Engineering Design and Construction, Orange County Public Works, and various municipalities Land Development Engineering, Building Management, Fleet and agencies on numerous projects throughout Southern Management, Park Maintenance, Lighting and Landscaping California. Mr. Dugan's experience includes project Districts, Development Impact Fee Program,Traffic coordination and management, staff management, CIP Engineering, and the City's infrastructure such as Water, Delivery, contract management, horizontal and vertical Sewer, Storm Drains, Streets, Buildings, and Park Maintenance. geometrics,Traffic Signal Design,Traffic Engineering,Traffic He also assisted in development of the City Budget. Mr.Alire Control Plans, Construction Support and Management,ADA would provide guidance to the Land Development Engineers compliance, pavement rehabilitation, intersection widening, for development design, conditions of approval, plan permitting, agency coordination, project specification checking, and reviewed multiple Traffic Studies for large and document preparation, Public Contract Code, Municipal Code, small development projects. Since his retirement (October and development of Construction Cost Estimates. 2018)from the City of Chino,Jose has been a key member of the Urban Crossroads Team.

PROJECT EXPERIENCE
7-Year Capital Improvement Program, Rancho Santa Margarita, PROJECT EXPERIENCE CA Traffic Signal Design, Signing and Striping Plans, Neighborhood Santa Margarita Parkway Bridge Hinge Repair Project, Rancho Traffic Control, Huntington Beach and Fountain Valley, CA Santa Margarita, CA Traffic Signal Timing, CIP Project Management, Huntington Santa Margarita Parkway Signal Synchronization Project, Beach and Fountain Valley, CA Rancho Santa Margarita, CA Traffic Signal Design, Signing and Striping Plans, Neighborhood Splash Pad at Central Park Project, Rancho Santa Margarita, Traffic Control, Irvine, CA CA

EDUCATION
EDUCATION BS, Engineering, California State Polytechnic University, BS, Civil Engineering, California State University, Fullerton Pomona REGISTRATION REGISTRATION
Professional Engineer: CA#79075 Professional Traffic Engineer: TR 2058 Page rPfZgLaRS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 120

6. CONSULTANT REFERENCES
•
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Western Way Widening and Improvements DATES
Perris, CA 2024—Present
The City of Perris engaged Huitt-Zollars to provide a 30%design for the wideningIlli STATUS of Western Way between Van Buren Blvd and Harley Knox Boulevard. Huitt-Zollars In Design served as the prime civil engineering consulting firm for the roadway and utility improvements. Our services include hydrology and hydraulic analysis, utility REFERENCE coordination, storm drain design, surveying, and preliminary street design. We are City of Perris also coordinating the environmental CEQA IS/MND to completion. Jessica Galloway, Project Manager (951) 956-2120
[email protected]
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1 DATES Baseline Road Storm Drain Improvements
2017—Present Rialto, CA
STATUS Huitt-Zollars served as the prime civil engineering consulting firm for the Baseline Ready for Construction Roadway Improvement and Storm Drain Extension project, extending from Cactus Basin West to Tamarind Avenue for the City of Rialto.The project scope includes REFERENCE roadway improvements, involving pavement replacement necessitated by the City of Rialto installation of new storm drain infrastructure to ensure long-term durability Matt Bennett, City Engineer and functionality. Additionally, Huitt-Zollars conducted a drainage study to (909) 820-8040 evaluate local conditions and determine the appropriate sizing for the storm [email protected] drain system and catch basins within the project limits. Based on this analysis, the design incorporated a storm drain extension,featuring a 6"x 12" storm drain main to collect and convey tributary stormwater, reducing flooding risks along approximately 2.2 miles of Baseline Road.

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CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 121

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LEGEND.
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Cypress Avenue Storm Drain and Street Improvements DATES Fontana, CA 2017—Present
Huitt-Zollars is assisting City of Fontana as the prime civil engineering consulting STATUS firm for Cypress Avenue Roadway Improvement and Storm Drain project.The Ready for Construction project starts along Cypress Avenue from Orange Way to Foothill Boulevard and along Foothill Boulevard from Cypress Avenue to Sierra Avenue.The project REFERENCE scope includes roadway improvements, involving pavement replacement and City of Fontana curb and gutter reconstruction required due to the installation of new storm Jazmine Pena,Associate Engineer drain infrastructure.To further enhance accessibility and safety, Pedestrian (909) 350-6648 Enhancements were incorporated, featuring the design and construction of ADA- [email protected] compliant ramps and sidewalks. Supporting these improvements, a comprehensive Drainage Study will analyze local hydrology to determine appropriate sizing for storm drain infrastructure and catch basins within the project limits. Based on this analysis,the design will include a Storm Drain Extension, consisting of a 96" storm drain main to increase stormwater capacity and reduce flooding risks along approximately 1.2 miles of roadway.

CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 122

Converse Consultants

7. SUBCONSULTANT REFERENCES
Cherry Avenue and Victoria Street Improvements
Fontana, CAI
The project involved the Cherry Avenue and Victoria Street infrastructure project which included reconstruction, improvements to the roadway, utility construction, r 11- - r road widening, retaining walls, new recycled water pipeline, new storm drain, new F y ` ' •f; sewer pipeline, curb,gutters, and striping. Scope of work during design included:
• Obtained a permit from the City of Fontana.
• Obtained a permit from Caltrans to drill within the 1-210 right-of-way. DATES • Field reconnaissance to map the surface condition. September 2022—July 2023 • Staked/marked the boring locations in the field such that drill rig access to all the locations is available. REFERENCE • Drilled 15 exploratory borings to depths of 10.1 to 21.3 feet below City of Fontana c/o Intex Properties existing ground surface (bgs) and performed 5 percolation tests to a Inland Empire Corp. depth of 10.0 feet bgs. Jeffrey Pierson • Conducted laboratory testing included in-situ moisture, expansion (951) 826-4213 index, R-value, sand equivalent, soil corrosivity, collapse potential, sieve [email protected] analysis, and direct shear.
• Analyzed the data from the coring samples and field observations. • Prepared a geotechnical investigation report and a percolation test report to document the test results and findings and distributed it to the client. . SR-210 and Waterman Interchange
San Bernardino, CA
• The project involved widening the SR-210 eastbound on-ramp by adding a 12-foot- `�"'�- �'! wide lane, re-construct curb ramps and returns at the SR-210 eastbound on-ramp entrance; removed the raised median along Waterman Avenue overcrossing, Waterman Avenue northbound travel lanes were converted into 2 exclusive left- turn lanes, one through-lane and one shared right/through lane; constructed a retaining wall along the south side of the SR-210 eastbound on-ramp in order to widen the on-ramp. Scope of work during design included:
• Conducted a site reconnaissance and marked the borings at locations DATES approved by EXP.

May 2023—December 2023 • Obtained an Encroachment Permit No. 08-23-6-SV-0239 from Caltrans. • Attended a preconstruction meeting with Caltrans Inspector Ray REFERENCE Behbahani.

San Bernardino County • Coordinated environmental assessments for nesting survey 72 hours Transportation Agency c/o EXP prior field investigation.

Syed Raza • Drilled 8 exploratory borings to depths of 16.5 to 41.5 feet below existing (909) 217-5779 ground surface (bgs).
[email protected] • Conducted laboratory testing included in-situ moisture, expansion index, R-value, soil corrosivity, consolidation, sieve analysis, and direct shear. • Analyzed the data from the coring samples and field observations. • Prepared a geotechnical investigation report and a percolation test report to document the test results and findings and distributed it to the client.

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CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 123

West Foothill Development Project IS/MND LSA Upland, CA
LSA prepared an IS/MND to evaluate the demolition of three existing buildings (totaling approximately 19,000 square feet) and associated improvements and development of an approximately 3,570-squarefoot restaurant with drive-through and 94,435 square feet of industrial uses on 2.7 acres in Upland. LSA's effort included preparation of a traffic impact analysis, air quality/ greenhouse gas impact analysis, noise impact assessment, and biological and cultural resources assessments. Specific issues addressed includedtransportation, biological resources, cultural resources, hazards and hazardous materials, water quality and hydrology,tribal cultural resources, and utilities.The Upland Planning Commission approved the IS/MND in January 2024.

Ranchero Road Bridge Replacement over the California Aqueduct Project Hesperia, CA
LSA prepared an IS/MND for the replacement of the existing Ranchero Road Bridge over the California Aqueduct to accommodate existing and future vehicular, pedestrian, and bicycle traffic capacity on Ranchero Road.The replacement bridge would be constructed for future accommodation of six lanes in support of the City's and County's buildout of Ranchero Road as a six-lane Special Major Arterial roadway, but it would be striped as a four-lane bridge to correspond with the anticipated roadway capacity of Ranchero Road pursuant to the approved Ranchero Road Widening Project. Specific issues addressed include historic properties, noise, air quality, greenhouse gas emissions,water quality and hydrology, biological resources, and traffic.

Base Line Bridge Replacement Project
Highland, CA
LSA prepared the Water Quality Assessment Report(WQAR)for the City of Highland, in cooperation with Caltrans and the Federal Highway Administration,for the reconstruction of the Base Line Bridge spanning 600 feet of City Creek. Specific issues addressed in the WQAR included compliance with the National Pollutant Discharge Elimination System and San Bernardino County MS4 Permit, preparation of sediment and erosion control plans and Storm Water Pollution Prevention Plans, and water quality sampling.

Sunnymead MDP Line M-11 Extension Project
Moreno Valley, CA
LSA prepared an IS/MND to construct 1,200 feet of 24-inch reinforced concrete pipe storm drain to interconnect with the existing 42-inch Sunnymead Master Drainage Plan Line M-11 in Moreno Valley.The project includes various aboveground and belowground utility relocations along easements and City rightof-way. Specific issues addressed include biological resources, cultural resources, water quality and hydrology, tribal cultural resources, and utilities PagerPfZgLaRS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 124

8. SCHEDULE
The following is a preliminary schedule of the key milestones.A more detailed schedule will be provided after the project kick-off meeting.

TASK START DATE DURATION
Contract Execution/Notice to Proceed 2/23/2026 — Kick-Off Meeting 2/24/2026 Data Collection: Utilities, Geotechnical Investigation,Traffic 2/24/2026 6 weeks Studies, Environmental Studies
30% Design Plans 4/7/2026 4 weeks
30%Agency Review 5/5/2026 3 weeks
60% Design Plans, Specifications and Estimate 5/26/2026 4 weeks 60%Agency Review 6/23/2026 3 weeks
90% Design Plans, Specifications and Estimate _i1=117/14/2026 4 weeks 90%Agency Review 8/11/2026 2 weeks
100% Design Plans, Specifications and Estimate 8/25/2026 3 week PS&E Package Delivered to City for Bidding 9/15/2026 — Page AcrPfZgLaRS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 125

9. REQUESTED MODIFICATIONS TO THE PROFESSIONAL SERVICES AGREEMENT FROM RFP—"PROPOSAL REQUIREMENTS--Any requested modifications to the City's standard Professional Services Agreement" In accordance with the above sub article of the RFP,we have reviewed the Draft Agreement(Attachment A) and respectfully request consideration of the following changes in 2 Articles of the Draft Agreement. Requested edits/changes are shown in RED Track Changes with the reason(s) for the requested changed shown below each.

REQUEST NO. 1

11.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 negligent 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.

Reason for Requested Change
Contractual Liability coverage is NOT AVAILABLE under Professional Liability policies but rather is provided under the Commercial General Liability Policy, including ours.

REQUEST NO. 2

12. Indemnification.
a.To the fullest extent permitted by law, Consultant shall defend (except for Professional Liability claims)(with counsel of City's choosing), indemnify and hold the City, its officials, officers, and employees ("Indemnitees"),volunteers, and agents free and harmless from any and all third party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity,to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services. ,the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses.

Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, or employees, agents, or volunteers. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8),then, as, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited only to the extent that the claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Any obligation to indemnify shall not include a duty to defend until a finding, in a court of competent jurisdiction, that Consultant's willful misconduct, negligent performance or failure to perform was a legal cause of the claimant's damages. , and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. Upon conclusion of the Professional Liability claim either through settlement, or by the issuance of an arbitration award,judgment or other final determination of liability, Consultant shall promptly reimburse Indemnitees for a proportionate share of Indemnitees' defense attorney's fees, investigation costs, court or arbitration costs, and expenses incurred in defending any claim, demand, action, lawsuit, arbitration, or other proceeding relating to such Professional Liability Claim, in an amount proportionate to the percentage of liability allocated to Consultant in any such settlement agreement, arbitration award,judgment or other final determination of liability. Consultant shall not have any obligation to indemnify, defend or reimburse Indemnitees for Professional Liability claims arising by reason of the sole negligence or willful misconduct of Indemnitees.

Page AlTPfZ6QL2ARS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 126

Reason for Requested Change
The duty to provide an upfront defense to a Client for negligence claims against the Consultant is not covered by a Professional Liability policy. The coverage that is provided in a case where the Consultant is found negligent and at fault in a court of competent jurisdiction, arbitration award or settlement for all or a portion of the claims against the Consultant,the insurer then is obligated, after the Consultant's deductibles are met,to provide the insurance coverage required by the Policy. Any indemnification clause including a duty to defend a professional liability is an assumed contractual liability by the Consultant and is uninsurable under the contractual liability endorsement in all Professional Liability policies.

Page ?arPfZ6QLaaS
CITY OF UPLAND I PROJECT No.7343&9141-19TH STREET RECONSTRUCTION 127

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4<�°v °p`qt CITFUP LAND
oid "The City of Gracious Living"
DATE: February 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER
RICHARD GONZALES,DEPUTY PUBLIC WORKS DIRECTOR—UTILITIES

LIZ RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: EMERGENCY REPAIR WORK FOR 26 W. 15TH STREET TRANSFER STATION RECOMMENDED ACTION:

It is recommended that the City Council receive and file the status update related to the KSM Electric,Inc. contract for emergency repair work at the 26 W. 15th Street Transfer Station.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining critical public works and utilities support facilities in good operable condition in order to provide safe,reliable service to the community.

BACKGROUND
On February 9,2026,the City Council adopted Resolution No. 6866 declaring an emergency condition and approved the emergency repair work at the 26 W. 15th Street Transfer Station.This included approval to execute a contract with KSM Electric,Inc. The emergency action was necessary to address facility conditions requiring immediate repair to maintain safe and reliable operations. Per the City's Purchasing Policy, emergency purchases require a recurring update during City Council agendas until such time as the work is completed.

The work generally includes electrical system repairs, replacement of damaged or failing electrical components, troubleshooting and restoration of power and control systems,and associated work necessary to restore the facility to safe and operational condition. Following Council authorization, staff proceeded with contract development with KSM Electric,Inc.to perform the required emergency repair work at the Transfer Station.

ISSUES AND ANALYSIS
On February 10,2026, contract documents and bond forms were transmitted to the contractor for execution. Staff is currently awaiting receipt of the fully executed contract documents,payment and performance bonds, and required insurance documentation. These items must be received, verified and fully executed prior to issuing a Notice to Proceed and authorizing work to begin.

At this time,no additional City Council action is required beyond receipt and filing of this status update.

ENVIRONMENTAL DETERMINATION
This action is not a project subject to CEQA and is exempt under Section 15378(b)(5)of the CEQA Guidelines as an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

RESOLUTION NO. 6866

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA DECLARING AN EMERGENCY

CONDITION AND APPROVING THE EXECUTION OF AN
EMERGENCY WORK PLAN THAT INCLUDES A

CONSTRUCTION CONTRACT WITHOUT NOTICE FOR BIDS

PURSUANT TO CALIFORNIA PUBLIC CONTRACT CODE
SECTIONS 20168 AND 22050
WHEREAS, during a recent site inspection, City field staff discovered that the transfer station vault located at 26 W. 15th Street was filled with water, likely due to a system failure or broken components, and the vault contains critical operational infrastructure including electrical equipment, a cooling system, and a pump; and WHEREAS, upon inspection by the City's electrician, it was determined that the electrical components, cooling system, and pumping equipment were compromised as a result of flooding, creating immediate reliability and safety concerns, including the failure of the cooling system and damage to the split-case pump motor due to submersion; and
WHEREAS, the compromised condition of the equipment presents a significant operational risk if not promptly addressed, including the potential for reduced water production that could impair the City of Upland's ability to maintain adequate water supply and serve the community; and
WHEREAS, the City desires to award the contract to a qualified professional firm that possesses the equipment, expertise, licensure, and experience necessary to perform emergency electrical repairs and restore critical systems at the transfer station vault located at 26 W. 15th Street. KSM Electric, Inc. has demonstrated the technical capability and specialized knowledge required to complete the necessary electrical, control, and pump-related repairs in a timely and safe manner. Staff has reviewed the proposal submitted by KSM Electric, Inc. and determined that the proposed scope of work and associated costs are reasonable and consistent with the City's operational requirements. Based on KSM Electric, Inc.'s extensive experience providing electrical and repair services to the City's Treatment Division and its familiarity with the City's infrastructure, staff recommends awarding the contract to KSM Electric, Inc. to ensure prompt restoration of the facility; and WHEREAS, the City Council acknowledges that it must approve this resolution by a four-fifths vote of the entire City Council. Further, the City Council recognizes that it may delegate the authority to order the actions necessary to carry out the required improvements to any non-elected officer of the City. The City Council recognizes that this item must be reviewed at every regularly scheduled meeting hereafter, until the project is completed, to ensure that the need to continue the action still exists. If the emergency conditions allow, the action shall be terminated so that the remainder of the project may be completed by giving notice to let bids.

Resolution No. 6866

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

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

Section 2. The City Council finds that the facts set forth demonstrate an emergency condition exists due to the immediate need to repair and restore critical electrical, control, and pumping systems at the transfer station vault located at 26 W. 15th Street. The flooding and resulting damage to essential infrastructure compromise the reliability and safety of the City's water system and pose a risk to continued water production and service delivery. Immediate remediation is required to restore full operational functionality, maintain system reliability, and protect public health and safety, and such emergency conditions do not permit the delay resulting from competitive solicitation for bids.

Section 3. The City Manager, or his designee, is hereby directed to prepare and execute a standard City of Upland Public Works contract necessary to perform emergency repairs and restoration of the transfer station vault located at 26 W. 15th Street, including electrical, control, pumping, and associated system repairs required to restore the facility to full operational status in accordance with City requirements.

Section 4. The City Manager, or his designee, shall cause a report on the status of the emergency circumstances to be agendized at each and every regularly scheduled meeting of this Council until either the project is completed or this Council finds that the emergency conditions have ceased to be present.

Section 5. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not a project subject to CEQA and is exempt under Section 15378(b)(5) of the CEQA Guidelines as an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment.

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

Section 7. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

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

Resolution No. 6866

PASSED, APPROVED and ADOPTED this 9th day of February, 2026.

Z
Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do herby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 9th day of February, 2026, by the following vote:

AYES: Mayor Velto, Counclirnembers Maust, Breitling, Garcia, Zuniga NOES: None
ABSENT: None
ABSTAINED: None
ATTEST: A-2
Keri Jo nson, City lerk

,.., Up`q� CITYUPLAND
.�, . ]��/�: J/L//1 y �/'� "The City of Gracious Living" ''' 5
DATE: February 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

ALAN FRENCH,PRINCIPAL ENGINEER

HARRY PARR,ASSOCIATE ENGINEER
SUBJECT: CONSIDER AUTHORIZING THE PURCHASE OF FOUR NEW TRAFFIC SIGNAL POLES AND MAST ARMS FOR THE 16TH STREET AND SAN ANTONIO AVENUE TRAFFIC

SIGNAL PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council authorize the purchase of four(4)new traffic signal poles and mast arms to be used on the San Antonio Ave and 16th Street Traffic Signal Improvement Project for the amount of$73,640; and authorize the City Manager to execute any documents necessary for the purchase.

GOAL STATEMENT
The proposed action supports the City's goal of delivering capital improvement projects in a timely and cost-efficient manner.

BACKGROUND
On June 9, 2025, the City Council approved the Fiscal Year 2026 Mid-Cycle Budget, which included$400,000 for traffic signal improvements at the intersection of 16th Street and San Antonio Avenue. The scope of this project includes adding a protected left-turn phase for the east and west approaches.

A structural analysis of the existing signal poles was completed in May of 2025. It was found that the existing traffic signal poles at the intersection are not structurally sufficient to support the additional length and equipment needed for this project. In order to accomplish the goals of this project,the intersection would need four new poles and mast arms to support the new traffic signal heads.

In 2025, the City began working with Advantec, Inc. on the design of an entirely new traffic signal system at the intersection in order to incorporate protected left-turn phasing. The plans and specifications are currently at the 90% design stage.

ISSUES AND ANALYSIS
It is common in the industry to expect exceptionally long lead times for new traffic signal structures.The current lead time for this material is approximately six(6)months. If the contractor were to furnish this material,the order would not be placed until after the construction contract and bonds are executed.This milestone is still several months away.

In order to streamline the project delivery, staff is recommending that the City purchase the poles in advance and furnish them to the contractor once the construction contract is awarded. This could help shorten the critical path to project completion by several months.

Staff solicited and compared quotes and lead times from three different vendors to furnish and deliver the material to the City Yard. Staff recommend purchasing the material from the most cost efficient vendor, Walters Wholesale Electric Co.for a total cost of$73,640.This amount includes the materials purchase,sales tax,delivery,and offloading costs.

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

FISCAL IMPACTS
The total cost for the material is $73,640. Funding is available in the Gas Tax Capital Improvement Project Account No.2047500-5540-70024.

ALTERNATIVES

1. Include a provision in the contract documents requiring the contractor to furnish and deliver this material. This alternative is not recommended because it would likely delay the project schedule by several months.

2. Provide alternative direction to staff.

CEQA:Not a Project.

Watterd
Wholesale Electric Co.
200 N. Berry Street, Brea, CA 92821 • (714) 784-1821 • Fax(714) 784-1721

TRAFFIC SIGNAL MODIFICATION
SAN ANTONIO AVE AT 16TH ST

CITY OF UPLAND
BID DATE: FEBRUARY 4, 2026
• Quotation valid for 30 days subject to re-quote thereafter. • No Third Party Fees, Samples, Inspections or Tests. • Caltrans 2024 Standards Specifications
• This takeoff is being provided as a courtesy and is only considered a guideline of what may be required for this project. It should not be considered as all-inclusive and specifically excludes any- and- all appurtenant material that is not specifically listed as included
• All material is delivery only, off load and erection by others. • All offered subject to submittal approval.
• Walters Terms and Condition apply, see below link.
• https://www.walterswholesale.com/customer-sale-terms-conditions • LED Fixtures NOT Included
2 —24-4-100 w/ 35' SMA and 12'LMA w/Anchor Bolts
EA /Total
$1 /,345 $34,690
2 — 17-3-100 w/20' SMA and 12'LMA w/Anchor Bolts
EA /Total
$13,578 $27,156
Total
$61,846

ADDER IF REQUIRED
1 —Offloading/ Service Erection
Lump Sum
$7,000
Material + Delivery: $61,846.00
Sales Tax 7.75%: $4,793.07
Offloading: $7,000.00
Total: $73,639.07

4<�°v °p`qt CITFUP LAND
oid "The City of Gracious Living"
DATE: February 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER

LIZ RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF LETTER ADDENDUM AND P.O. INCREASE FOR KOSMONT

COMPANIES FOR THE LEMON FESTIVAL ECONOMIC IMPACT STUDY
RECOMMENDED ACTION:

It is recommended that the City Council approve a letter addendum with Kosmont Companies for additional work and services related to the Lemon Festival Economic Impact Study,including extending the agreement completion date to June 30, 2026, approve a corresponding$5,000 purchase order increase, and authorize the City Manager to execute the addendum.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining organizational effectiveness by ensuring the City has complete and accurate economic analysis to support informed decision-making and public transparency.

BACKGROUND
On August 7,2025,the City entered into a letter agreement with Kosmont Companies to prepare an economic impact study related to the Lemon Festival.The purpose of the study was to evaluate the economic benefit of the event to the community,including impacts to local businesses and overall economic activity generated by the festival.

The agreement included preparing a high-level summary report of the economic benefit findings for City review.The City engaged Kosmont due to its experience in economic analysis and municipal financial consulting,with the intent of obtaining data-driven information to support the evaluation of special event impacts and inform future policy and planning decisions related to City-sponsored events and economic development activities.

ISSUES AND ANALYSIS
Subsequent to execution of the Lemon Festival Economic Study agreement, the City requested additional analysis, preparation of an expanded final report, development of presentation materials, and presentation of findings to staff at the February 23,2026 City Council meeting.These services were not included in the original scope of work.

The proposed addendum outlines these additional services and increases the purchase order authority by$5,000 for a revised total contract amount not to exceed$20,600.

Because the original agreement's completion date was October 31, 2025,the addendum also extends the agreement term to June 30, 2026, to allow completion of the additional requested services and presentation of findings to City Council.

Approval of the addendum will allow completion of the additional requested deliverables and ensure the timely presentation of findings to City leadership and City Council.

ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA).According to Section 15378 of the CEQA Guidelines,the proposed action does not meet the definition of a"project"under CEQA and is therefore exempt.

FISCAL IMPACTS
The proposed action will increase the existing purchase order authority by$5,000,bringing the revised total contract amount to $20,600. There are funds available in the City Administration Contract Services Account No. 1011201- 5253.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

' 0-1.444, City of Upland
d City of Upland/Administration
4/F0
February 23, 2026
Mr. Larry Kosmont
Kosmont &Associates, Inc.
dba Kosmont Companies
1601 N Sepulveda Blvd #382,
Manhattan Beach, CA 90266
RE: Addendum — Lemon Festival Economic Impact Study
Dear Mr. Kosmont,
The purpose of this letter is to authorize additional services and associated compensation related to the Lemon Festival Economic Impact Study currently being performed under the existing agreement between the City of Upland ("City") and Kosmont Companies ("Consultant").

In the letter agreement, dated August 7, 2025, Kosmont was tasked with preparing a high-level summary report of the Lemon Festival economic benefit findings for City review. Since the execution of the agreement, the City has identified the need for additional deliverables to support internal review and presentation of the study's findings
At the City's request, Kosmont will complete the following additional services:
• Preparation of the expanded final report summarizing study findings, methodology, and key economic impact conclusions.
• Development of presentation materials summarizing the study results • Presentation of the final study findings at the City Council meeting scheduled for February 23, 2026.

Accordingly, the City authorizes additional compensation of five thousand dollars ($5,000.00), for the additional services described above. The total not-to-exceed amount, including these additional services, is twenty thousand six hundred dollars ($20,600.00).

The Agreement is hereby amended to extend the time for performance of services. The parties acknowledge that services continued beyond October 31, 2025. Services on the Project shall continue and shall be completed on or before June 30, 2026, unless further extended by the City in writing.

All other terms and conditions of the original agreement shall remain unchanged and in full force and effect unless specifically modified herein.

If you have any questions, please contact Damien R. Arrula, Assistant City Manager at 909-291-2931 I [email protected].

UplandCA.gov • (909) 931-4100 • City of Upland, 460 N. Euclid Avenue, U {g,aig, � ���

���oF 111)
U d City of Upland/Administration
i� V 1.
40,00
Sincerely, KOSMONT COMPANIES
Michael Blay Name
City Manager
Attest: Title
Keri Johnson Date
City Clerk
Name
Title
Date
2 UplandCA.gov • (909) 931-4100 • City of Upland, 460 N. Euclid Avenue, U {g,aig, � ���

40 `Years
mA Est.1986
ko son
companies

MEMORANDUM
Date: February 1, 2026
To: Damien Arulla, Assistant City Manager
From: Ken Hira, President - Kosmont Companies
RE: Economic Impact of Lemon Festival — Updated Workplan and Budget In the letter agreement with the City of Upland ("City"), dated August 7, 2025, Kosmont & Associates ("Kosmont") was tasked with preparing a high-level summary report of the Lemon Festival economic benefit findings for City review. Since the execution of the agreement, the City has identified the need for additional deliverables to support internal review and presentation of the study's findings
At the City's request, Kosmont will complete the following additional services:
• Preparation of the expanded final report summarizing Placer.ai visitation data and downtown sales tax findings, methodology, and key economic impact conclusions. • Development of presentation materials summarizing the study results • Presentation of the final study findings at the City Council meeting scheduled for February 23, 2026.

Accordingly, Kosmont requests additional compensation of five thousand dollars ($5,000.00), for the new services described above. The total not-to-exceed amount, including these additional services, is twenty thousand six hundred dollars ($20,600.00).

Kosmont also requests that the Agreement be amended to extend the time for performance of services. The parties acknowledge that services continued beyond the original October 31, 2025 deadline. Services on the Project shall continue and shall be completed on or before June 30, 2026, unless further extended by the City in writing.

Docusign Envelope ID:4CD60F8B-6BC5-4A07-BA78-CE321F187DFA AUGUST 7,2025

KOSMONT COMPANIES
1601 N. SEPULVEDA BLVD.,#382
MANHATTAN BEACH,CA 90266
Dear Kosmont Companies:

Letter Agreement for Lemon Festival Econ Study
Parties: This letter shall be our Agreement("Letter Agreement") regarding the advisory services to estimate economic benefits from the annual Lemon Festival ("Festival")held during three days on the second weekend in June described below ("Services") to be provided by Kosmont & Associates, Inc. dba Kosmont Companies, a California corporation ("Consultant") to the City of Upland, a municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue,Upland, California 91786 (the"City")for the City's Lemon Festival Econ Study ("Project"). City and Consultant are sometimes referred to herein as "Party"or"Parties."
Services; Schedule of Performance: The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit"A" and are incorporated herein by reference.

Services on the Project shall begin immediately and shall be completed by October 31, 2025, unless extended by the City in writing.

Standard of Care: Consultant shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Letter Agreement.

Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: Andrew Perez.

Compensation: Compensation shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the rate(s) set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed$15,600. The City Manager may approve additional work 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 (total compensation and additional work) exceed fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council. Consultant's invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City BB&K(2020) A--1

Docusign Envelope ID:4CD60F8B-6BC5-4A07-BA78-CE321F187DFA on a monthly basis as performance of the Services progresses. City shall review and pay the approved charges within thirty (30) days of receipt of such invoices. If the City disputes any of Consultant's fees,the City shall give written notice to Consultant,within thirty(30)days of receipt of an invoice, of any disputed fees set forth therein. The City shall review and pay the approved charges on such invoices in a timely manner.

Prevailing Wages: Consultant 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. 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. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Letter Agreement.

Consultant 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 the Consultant's principal place of business and at the project site. 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 any failure or alleged failure to comply with the Prevailing Wage Laws.

If the Services are being performed as part of an applicable "public works" or "maintenance" project and the total compensation exceeds $25,000,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. This Project 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.

Insurance: Consultant shall take out and maintain: A. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/$2,000,000 general aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C. Workers' Compensation Insurance in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and D.

Professional Liability (Errors and Omissions) Insurance, if required by the City, that covers the Services to be performed, in the minimum amount of$1,000,000 per claim and in the aggregate, with conditions and for a term acceptable to the City. Insurance carriers shall be licensed and authorized to do business in California. Such insurance carrier shall have not less than an"A:VII" rating according to the latest Best Key Rating unless otherwise approved by City. Consultant shall add City, its officers, officials, employees, agents, and volunteers as additional insureds on Consultant's Commercial General Liability and Automobile Liability. All insurance coverage BB&K(2020) 2

Docusign Envelope ID:4CD60F8B-6BC5-4A07-BA78-CE321F187DFA maintained or procured pursuant to this Letter Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees 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. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it.

Termination: The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement upon 30 calendar days' written notice to the City but only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant.

Indemnification: To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services,the Project or this Letter Agreement, including without limitation the payment of all expert witness fees, attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. The only limitations on this provision shall be those imposed by Civil Code section 2782.

If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a"design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

Laws & Regulations; Employee/Labor Certifications: Consultant 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 Project or the Services. By executing this Letter 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. Consultant shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant's compliance with the requirements. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subconsultants, sub-subconsultants and BB&K(2020) 3

Docusign Envelope ID:4CD60F8B-6BC5-4A07-BA78-CE321F187DFA consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Consultant's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' 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 Services. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency.

Independent Contractor. Consultant is retained as independent contractor and is not an employee of the City. 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.

Governing Law; Venue; Government Code Claim Compliance: This Letter 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 Letter Agreement, the action shall be brought in a state or federal court situated in San Bernardino County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

Assignment; Amendment: Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City.

This Letter Agreement may not be modified or altered except in writing signed by both Parties.

There are no intended third party beneficiaries of any right or obligation of the Parties.

Miscellaneous Terms: This is an integrated Letter Agreement representing the entire understanding of the Parties as to those matters contained herein, and supersedes and cancels any BB&K(2020) 4