Agenda packet — Upland City Council, February 23, 2026 (part 3 of 4)

Docusign Envelope ID:4CD60F8B-6BC5-4A07-BA78-CE321F187DFA prior oral or written understanding or representations with respect to matters covered hereunder.

Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement. The unenforceability, invalidity or illegality of any provision(s) of this Letter Agreement shall not render the other provisions unenforceable, invalid or illegal.

Notice may be given or delivered by depositing the same in any United States Post Office,certified mail, return receipt requested, postage prepaid, addressed to the Parties to the addresses set forth in this Letter Agreement.

Consultant warrants that the individual who has signed this Letter Agreement has the legal power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below.

CITY OF UPLAND KOSMONT COMPANIES
Et
on
by:

Approved By: ( oswlainf
77EDCA345Acr4D7...

Signature
rDocuSigned by
L1dJLILOJI Larry Kosmont
C1511F9B..eoFr»15A...

Michael Blay Name
City Manager
Chairman &CEO
Title
Attest: 8/14/2025 112:55 PM PDT
Date
DocuSigned by:

Enedbb
:•q,��^� vr
[7. en..i,
r'21A0r0eDC347A...CityClerk EnGBaawio�rFi .

Signature
Kelly Aguilar
Name
Corporate Secretary
Title
8/14/2025 I 2:24 PM PDT
Date
BB&K(2020) 5

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Docusign Envelope ID:4CD60F8B-6BC5-4A07-BA78-CE321F187DFA EXHIBIT "A"

SCOPE OF SERVICES
Approach to Scope of Services: The prospective assignment and consulting services that Kosmont will provide will be of a relatively limited scope and duration, and advisory in nature.

Kosmont will be making recommendations only, which advise the Client and jurisdictions, including their elected officials, appointed officials, and staff, which they can accept or reject.

None of Kosmont's staff will act as an elected official,appointed official, or as staff,nor as serving in a "designated" position.

Task 1: Kickoff Meeting
Kosmont will participate in a virtual kick-off meeting with City to understand City objectives from the analysis, review the scope of work and obtain contact information for Festival operators and local businesses.

Task 2: Research Data
Kosmont will review the Festival location and typical program venues. Kosmont will interview Festival organizers/managers to understand the number and type of concessionaires and rent paid to City during the three days. Kosmont will also gather data on the cost of facility set up, hiring entertainment and public safety officers.

Task 3: Stakeholder Interviews
Kosmont will interview Festival concessionaires to gain insight as to customer spending and local business owners within the downtown to understand the positive or negative impact of Festival on their revenue as compared to a typical weekend.

Task 4: Placer.ai Visitor data (optional)
To the extent the City is desirous of better understanding the trade area metrics of Festival visitors and their demographic characteristics, Kosmont will utilize Placer.ai to create a custom polygon for the Festival boundary and analyze the number of visitors to downtown and compare to typical summer weekend and/or prior year Festivals.

Task 5: Report
Kosmont will prepare a high-level summary report on the 2025 Festival economic benefit findings for City review.

BB&K(2020) A--1

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Docusign Envelope ID:4CD60F8B-6BC5-4A07-BA78-CE321F187DFA EXHIBIT "B"

COMPENSATION
Total budget for Tasks 1,2,3 and 5 is estimated at $15,000 for professional services (hourly) fees at Consultant's billing rates as shown on Attachment A. Optional Task 4 would add $5,000 to the budget. If the Parties mutually agree to proceed with Task 4, a letter addendum will be executed and signed by both parties in accordance with the City's purchasing policy.

Consultant will also include in each invoice an administrative services fee to cover in-house copy, fax, telephone, and postage costs equal to four percent(4.0%) of Consultant's monthly professional service fees incurred.

Kosmont Companies
202S Public Agency Fee Schedule
Professional Services
Chairman & CEO $525.00ihour
President $425.00Jhour
Sr. Vice PresidentlSr_Advisor/Sr. Managing Director $395.00lhour Vice President/ProjectAdvisor $295.001hour
Senior Project Analyst $205.00ihour
Project AnalysUProject Research $195.00/hour
Assistant Project Analyst/Assistant Project Manager $1165.00/hour Project PromotioniGraphic.s/GIS Mapping Services $95.00/hour Clerical Support $80.00/hour
Additional Expenses
In addition to professional services (labor fees):
1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent(4.0 %)of monthly professional service fees incurred;plus 2) Out-of-pocket expenditures,such as travel and mileage,professional printing,and delivery charges for messenger and overnight packages will be charged at cost. 3) Project/Market data sources for support of evaluation and analysis e.g.. ESRI, Placer.ai, CoStar/STR,IMPLAN, ParceiQuest and other based on quoted project cost. 4) If Kosmont retains Third Party Vendor(s)for Client(with Client's advance approval),fees and cost will be billed to Client at 1.1 (times)fees and costs. 5) Consultant's attendance or participation at any public meeting in person,digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professional services (hourly)fees as shown on this Attachment A.

Charges for Court/Deposition/Expert Witness-Related Appearances Court-related activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum.

Rates Effective until December 3t, 2025_ For and during the Perm of the subject Agreement the above referenced rates in each category will be increased, effective January 1, 2026, and annually thereafter, to reflect the adjustment in the CPI (US. Dept_ of Labor, Bureau of Labor Statistics)All Cities Average Consumer Price index for the prior year.As an example,the US City Average Consumer Price Index (CPI-U j for January 205 was 317_571, representing a change f 3.0 percent over the index for January 2024_
BB&K(2021) B- 1

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

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

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

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

1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s):

XNO

XNO
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. 02/10/2026 J�
Date Signat re of a thort ed individual
Kosmont&Associates, Inc., dba Kosmont Companies
Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

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4<�°F °p`q� 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

JESSICA GORDON,DEPUTY DIRECTOR OF PUBLIC WORKS-OPERATIONS

ALEX GONZALEZ,FLEET SUPERVISOR
SUBJECT: CONSIDER APPROVAL OF A BLANKET PURCHASE ORDER FOR 10-8 RETROFIT RECOMMENDED ACTION:

It is recommended that the City Council approve a blanket purchase order with 10-8 Retrofit in the amount of$150,000 and authorize the City Manager to execute any necessary documents.

GOAL STATEMENT
The proposed action supports the City's goal of a long-term City-wide fleet modernization program that includes upgrading of equipment.

BACKGROUND
The Public Works Fleet Maintenance Division (Fleet) is responsible for the purchase, disposal, maintenance and operation of City vehicles and equipment.When the Fleet Division purchases vehicles,they must often be"upfitted" or equipped with additional specialized electronics or lighting equipment for the vehicle's intended purpose.

ISSUES AND ANALYSIS
To better support the operational needs of the Upland Police Department, staff is requesting approval of a blanket purchase order for vehicle upfitting and equipment maintenance services.Establishing a blanket purchase order will streamline the process for upfitting new police vehicles,maintaining existing equipment,and addressing unanticipated repairs or replacements in a timely and efficient manner.

The upfitting and repair services are provided by 10-8 Retrofit under a sole source arrangement to ensure consistency, reliability, and compatibility in the installation and operation of emergency and safety equipment across all Police Department vehicles. Maintaining a single vendor reduces the risk of equipment incompatibility,minimizes training and operational disruptions,and ensures uniform standards for critical public safety systems.

Estimate No. 21724 is being used as a cost planning reference to establish the anticipated budget needed to properly outfit each Police Department vehicle based upon current equipment standards and installation requirements. Based on this estimate, staff is budgeting approximately$30,000 per vehicle, which includes a small allowance for minor variations in configuration,integration needs,or necessary customization.

Staff has currently identified four vehicles in need of upfitting this fiscal year.At approximately$30,000 per vehicle, the total estimated cost for these vehicles is$120,000. Staff is additionally requesting$30,000 in contingency funding outside of the four(4)identified vehicles to allow flexibility to either outfit one additional vehicle this fiscal year or address unforeseen variations in outfitting needs that may arise during installation.

The total blanket purchase order request is$150,000.All work will be quoted and performed based upon actual vehicle configuration and operational needs and will remain within the approved purchase order.

ENVIRONMENTAL DETERMINATION
This blanket purchase order is not considered a project under the California Environmental Quality Act(CEQA)and is Exempt from CEQA.

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FISCAL IMPACTS
The total blanket purchase order is for$150,000. There are available funds in Fleet PD Admin Vehicles Account No. 7523201-5531 ($75,000)and Fleet PD Patrol Vehicles Account No. 7523211-5531 ($75,000).

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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F'
. " CITY OF UPLAND
V , ,
.
"Itl►�i". PURCHASE ORDER FORM FY 25/26
Purchase Order No: Requested Date: 2/9/26
Department: Public Works Vendor No: 1681
Division: Maintenance Vendor Name: 10-8 Retrofit Bill To Adress: 1370 N Benson Ave Vendor Address: 415 W. Main street Upland, CA 91786 Ontario,Ca 91762
Bill to Attn: Finance Type: Open PO
Project No: Project Title:

Description of Work/Services:

Installation/repair of city wide fleet and police emergency/lighting equipment i
Justification:

See attached sole source&exemption form
Account No. Original PO Previous Change Request Revised PO Amount Amount Amount Amount
752-3201-5531 $75,000.00
752-3211-5531 $75,000.00
Total $0.00 $0.00 $ 150,000.00 $0.00
Any change that results in the PO to exceed$50,000 shall be approved by City Council. A PO may not be increased by more than 10%or$2,500,whichever is less,without a PO change order,except for taxes,shipping and handling costs section 8.4)

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page 2

PURCHASE ORDER FORM
Purchase Order No: Requested Date: 2/9/26
Requested By: 219 rz4
Attachments Signature Date
Name/Title ohs �n
Bids/Quotes Form R• Q
Sole Source/Exempt Form r AI � ; Z/ /24) S€; ure sr Date
Change Order/Addendum Name/Titl
Staff Report Memo I/6 q
Reviewed By:

Signature Date
DIR(Projects over$25,000) Name/Title
Other '1 if
Approved By: 02 I L15 l.y42
Depar men
Head i 11Dat
Approved By:

City Manager Signature* Date
*City Manager signature required for:

I. Additional Work approval per Agreement terms
II. Authorization of Purchasing Policy Section 11.7

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TECHNOLOGY
/D24/ID 12IID 12IID12IIPRSIID 12IID12IID12I1D241
/R W/IR_WI�RWIIR W IPRSIIB_WIIBW)IBWI 1B_W1
ID06J--GRT-IIGRTII--GRT---II--GRT---IO-GRT--ID06I
1D241 ID12IID121ID12IIT18IID12IID12MMD12I/D24/
IR W1IR AIIR_AIR AII BAIIB_AIIB_A93_Al/B_W/
Domes -Polycarb[DI6I12112IP]
Accessories-PNFLBSPLTI,AUTO-DIM
Mount -Standard Fixed Height Mount(PNFLBKO8)
Hook -PNFLBF14
Vehicle -2023 Dodge Durango
PREEMTION/MDASHC... CODE 3 PREEMPTION SUPPLY OPTICOME MDASHCPE-CODE 3 1 320.00 320.00T >>>MIRRORS/SIDE LIGHTS >>REAR LIGHTS«<
•
Subtotal
Sales Tax (8.75%)
Phone# Fax# E-mail
909-986-5551 909-986-5506 [email protected] Total

Page 2 ends

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•
10-8 RETROFIT, INC Estimate
415 W MAIN ST
ONTARIO, CA 91762 Date Estimate#
11/25/2025 21724
•
Name 1 Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year/Make of Vehicle Model Terms Rep P.O. No, Due Date Net 30 8/8/2024
Item Description Qty Rate Total
EMPAK01AM4 Dodge Durango(2021-23)6 Mod Split Rear w/4"Modules 1 1,200.50 1,200.50T (DRV) IT181ITI8I T18I IT18J18I TI8 (PAS)

IRBAIIRBA(RBAIX XJRBAI RBAIIRBAI
Accessories:PNFLBSPLT1
LIN DSC w/Breakout Box(Included)
SWITCH/RSRLED SPST LED Rocker Switch,Red, 12 VDC,20 AMP 1 6.50 6.50T EMPS2STS4J mpower®4"Fascia Light w/Stud Mount, 18"hard wire w/sync option, 2 105.00 210.00T SAE Class 1&CA Title 13,9-32 Vdc,Black Housing, 12 LED,Dual Color -Red/Blue(LOWER HATCI-I)
HIDE/ELUC3HO1OJ I-IIDE-A-WAY RED/BLUE 2 105.30 210.60T ETFBSSN-P Flashback Alternating Taillight Flasher(FLASHING RINGS) 1 60.00 60.00T >>>SIREN/SPEAKER >>CONSOLE/MDC<<<
C-VS-2300-DUR Vehicle-Specific 23"Console for 2021-2022 Dodge Durango Pursuit 1 394.88 394.88T C-HDM-426 INTERNAL POLE MOUNT FOR 2021 DODGE DURANGO CONSOLE 1 28.35 28.35T • C-I-IDM-214 POLE SIDE MOUNT 8.5"H 1 124.20 124.20T C-ARM-103 HAVJS ARM REST For Top Mount,Console,Large Pad/FLIP UP 1 122.85 122.85T Subtotal
•
Sales Tax (8.75%) •
Phone# Fax# E-mail
•
909-986-5551 909-986-5506 [email protected] Total

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{

1 10-8 RETROFIT, INC Estimate a
415 W MAIN ST
ONTARIO, CA 91762 Date Estimate#
11/25/2025 21724
I
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year/Make of Vehicle Model Terms Rep P.O. No. Due Date Net 30 8/8/2024
Item Description Qty Rate Total
CUP2-1001 ADJUSTABLE CUP HOLDER 1 50.00 50.00T DS-DELL-422-3 Docking Station For Dell 5430,7330,5420,5424&7424 Notebooks With 1 980.90 980,90T Advanced Port Replication,Triple Pass-Thru Antenna Connections&LIND Power Supply
7160-0928 Mongoose®-9"Locking Slide Arm with Short Clevis 1 303.75 303.75T 7160-0783 Gamber Johnson,short clevis,low profile,Tilt Swivel Motion Device w/ 1 92.13 92.13T quick adjust handle
FP-MXTL5000 TROY FACEPLATE MOTOROLA XTL5000 1 0.00 0,00T AC-TICK-2 SHALLOW 3"OPEN-TOP STORAGE AC-TICK-2 1 37.21 37.21T CC-OH-DUR18 DODGE DURANGO OVERHEAD CONSOLE 1 249.75 249.75T FP-FED-PATH-R REMOTE HEAD FEDERAL SIGNAL PATHFINDER SIREN 1 0.00 0,OOT

FACEPLATE
MIC/MAGNETIC CLIP MAGNETIC MIC CLIP 2 40.00 80,OOT 60CREGCS 12V WHT/RED 6"COMPARTMENT LT(OVER HEAD) 1 190.32 190.32T >>>CAGE/CARGO<<<
35-10075 2023 DODGE DURANGO DEFENDER MODULAR FRNT PARTITION 1 768.74 768,74T

COMPLETE
35-12075 2023 DODGE DURANGO DEFENDER REAR PARTITION 1 502.89 502.89T 35-14075 2023 DODGE DURANGO DEFENDER PRISONER SEAT I 855,96 855,96T 35-15075 2023 DODGE DURANGO DEFENDER DOOR COVER PANELS 1 280.35 280,35T 35-16075 2023 DODGE DURANGO READ DOOR WINDOW BARS SQUARE 1 102.00 102,00T

HOLE CUT
CP-DG-CG-MNT DODGE DURANGO LIFT-UP CARGO MOUNT 2018-2021 (NO SEAT) 1 537,43 537.43T WKO04ODUR1,1 Window Barrier Aluminum 3 Piece Cargo Area 1 385,09 385.09T MISC.CUSTOM CUSTOM MADE FILLER PLATES 1 250.00 250,OOT MISC.CUSTOM CUSTOM MADE REAR GUN RACK FOR BEAN BAG 1 250.00 250.00T SC-1#2 SC-142 SMALL GUN LOCK WITH#2 KEY/SHOTGUN 1 110.10 110.10T GLT/USGT FEDERAL GUN LOCK TIMER USGT 1 46.00 46.00T Subtotal
Sales Tax (8.75%)
Phone# Fax# E-mail
909-986-5551 909-986-5506 [email protected] Total

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10-8 RETROFIT, INC Estimate
415 W MAIN ST
ONTARIO, CA 91762 Date Estimate#
11/25/2025 21724
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year/Make of Vehicle Model ; Terms Rep P.O. No. Due Date Net 30 8/8/2024
Item Description Qty Rate Total
SC-1900 SC-1900 ADJUSTABLE BUTT PLATE 1 35.98 35.98T >>>WIRE/LABOR<<<
PWAT-119-LT-GPSD5G-... Panorama Antenna Kit for Pomona PD-5G GPSD with UIIF&Wi-Fi for 1 471.66 471.66T APX 8500 radio,Wi-fi for in car video,and 5G&GPS for MDT Docking Station
5G GPSD Antenna UHF Whip 450-512 Radio Cable APX 8500 Wifi 1 to Video Wifi 2 to APX 8500 5G to Dock GPS to Dock
ANTENNA KIT ANTENNA KIT CABLE AND ANTENNA 50.00 50,00T CB-150 4703-150B 150 AMP CIRCUT BREAKER RESETABLE I 40.00 40.00T 6001-300IB 140 A TIME DELAY RELAY I 130.00 130,00T 8028E/FUSE BLOCK E... 6 POS CONNECTABLE FUSE BLOCK WITH LED INDICATOR 3 25.00 75.00T 8030E/GROUND TERM... 12 POSITION GROUND TERMINAL CONNECTS WITH EGIS FUSE 1 13.58 13.S8T BLOCK 8028B
ELECTRONIC BOARD ELECTRONIC BOARD FOR EQUIPMENT SIREN/FUSE/RADIO 1 75.00 75.00T RADIO/HSN4032 MOTOROLA EXTERNAL SPEAKER HSN4032A 1 70.00 70.00T WIRE&TERMINAL RELAYS 30 AMP,CIRCUIT BREAKER,FUSES,WIRE, I 350.00 350.00T CONNECTORS,ETC.

SALE-SHIPPING SALE-SHIPPING AND FREIGHT CHARGE 1 250.00 250.00 LABOR 1 LABOR SHOP 1 6,300.00 6,300.00T QUOTE GOOD FOR 30 DAYS FROM DATE ON ESTIMATE
CALIFORNIA CERTIFIED SMALL BUSINESS#1758177 Subtotal $25,276.95

SALES TAX WILL BE CHARGED ON ANY LABOR FOR VEHICLES WITH FEWER THAN 500 MILES PER CA STATE BOE REGULATIONS
Sales Tax (8.75%) $2,189.86
Phone# Fax# E-mail
909-986-5551 909-986-5506 [email protected] Total S27,466.81

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� OF 1'L4
°
L
1 , = CITY OF UPLAND
n9LlF004R

SOLE SOURCE&EXEMPTION FORM
As required under section 11.3 of the purchasing policy, any requisition over$10,000 that is not selected through a competitive quoting/bidding process must provide supported written documentation. Please fill out this Sole Source & Exemption Form including signatures;attach all supporting documentation;and forward to the Finance Division.

Vendor Information:

Vendor No: 1681 Vendor Address: 415 W.Main street Vendor Name: 10-8 Retrofit Ontario,Ca 91762
Vendor Phone: (909)865-5551 Vendor Email: [email protected] Product/Service:Please provide a full description of the goods or services that is being requested for sole source purchase Outfitting of police department and city vehicles.

Justification:check all that apply
D Only known product of its kind(section 11.3) ❑ Piggie-back purchase(section 11.4) ❑ Only known authorized distributor(section 11.3) 0 Emergency purchase(section 11.6) Describe below. 0 City standardized equipment(section 11.3) Describe below. 0 City Manager Waiver(section 11.7)Attach Memo. 0 Exempted (section 6) 0
This request is based on 10-8's unique qualifications,proprietary integrations,and established compatibility with the City's existing police fleet and equipment standards.This purchase cannot be competitively bid without creating unacceptable operational risk,safety concerns,and additional costs to the City.

Please answer the following Questions.

1.Why is the acquisition/purchase restricted to this good/service/supplier?Specifically,why can this acquisition/purchase not be competitively bid? Are there consequences for not contracting with this supplier? Only known vendor performing in-house programming of police vehicle electronics equipment.They possess institutional knowledge and their work adheres to manufacturer upfitting guidelines,warranty requirements, and California law enforcement vehicle standards,and is consistent with the City's current fleet configuration.

2. How was the price offered determined to be fair and reasonable? What is the basis for comparison? Was a cost analysis done and if so, please attach backup documentation.

There are no other vendors providing the same in-house programming,making it impossible to get price comparisons.

3. Please provide any cost savings realized by the acquisition/purchase of the good/service from this supplier.

Consequences of not using this vendor include an increased risk of equipment incompatibility or failure,potentially impacting officer safety and public safety operations and higher overall costs due to corrective work,re-installation or premature equipment replacement due to sub par installations.

Requested by: Approved B •
,. •,cvle,Q 2. (9 (2.4 U2. [n 2te
Signature
Titf e Date Department Head Signature Date
�Na - u�Sri��{L
/ ops r�ait.
fi 01/0 / Li/c)/2__L
ell atur Date City Manager Signature* Date Name/ itle *City Manager approval needed if amount is$25,000 or greater,or Purchasing Policy Exemptions 11.6 or
......7
Reviewed,/ 11.7 are used
Signature Date
Name/Title

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Page 1 ends

TECHNOLOGY
/D24/1D 1211D 1211D 1211PRS1ID 1211D 1211D 121\D24\
/R W/IRWIIRWIIR_WIIPRSIIB_WIIB_WMIB_WI\B_W\
1D061--GRT-I IGRTII--GRT---11--GRT---Io-GRT--ID061
1RW I--CLR-I1CLR11--CLR---11--CLR---I0-CLR--IB_W I
\D24\ID1211D1211D1211T1811D1211D1211D121/D24/
\R_w\IR_AI IR_AI IR_AI IRBAI IB_AI IB_AI IB_Al/B_WI
Domes -Polycarb[D161121121P]
Accessories-PNFLBSPLT1,AUTO-DIM
Mount -Standard Fixed Height Mount(PNFLBK08)
Hook -PNFLBF14
Vehicle -2023 Dodge Durango
PREEMTION/MDASHC... CODE 3 PREEMPTION SUPPLY OPTICOME MDASHCPE-CODE 3 1 320.00 320.00T >>>MIRRORS/SIDE LIGHTS« >>REAR LIGHTS«<
Subtotal
Sales Tax (8.75%)
Phone# Fax# E-mail
909-986-5551 909-986-5506 [email protected] Total

Page 2 ends

10-8 RETROFIT, INC Estimate
415W MAIN ST
ONTARIO, CA 91762 Date Estimate#
11/25/2025 21724
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year/Make of Vehicle Model Terms Rep P.O. No. Due Date Net 30 8/8/2024
Item Description Qty Rate Total EMPAK01 AM4 Dodge Durango(2021-23)6 Mod Split Rear w/4"Modules 1 1,200.50 1,200.50T (DRV) IT1811T18MMT181 IT18MMT181IT18I(PAS)
IRBAIIRBAIMRBAIX XRBAI1RBAIIRBAI
Accessories:PNFLBSPLT1
LIN DSC w/Breakout Box(Included)
SWITCH/RSRLED SPST LED Rocker Switch,Red, 12 VDC,20 AMP 1 6.50 6.50T EMPS2STS4J mpower®4"Fascia Light w/Stud Mount, 18"hard wire w/sync option, 2 105.00 210.00T SAE Class 1 &CA Title 13,9-32 Vdc,Black Housing, 12 LED,Dual Color -Red/Blue(LOWER HATCH)
HIDE/ELUC3HO1OJ HIDE-A-WAY RED/BLUE 2 105.30 210.60T ETFBSSN-P Flashback Alternating Taillight Flasher(FLASHING RINGS) 1 60.00 60.00T »>SIREN/SPEAKER« >>CONSOLE/MDC«<
C-VS-2300-DUR Vehicle-Specific 23"Console for 2021-2022 Dodge Durango Pursuit 1 394.88 394.88T C-HDM-426 INTERNAL POLE MOUNT FOR 2021 DODGE DURANGO CONSOLE 1 28.35 28.35T C-HDM-214 POLE SIDE MOUNT 8.5"H 1 124.20 124.20T C-ARM-103 HAVIS ARM REST For Top Mount,Console,Large Pad/FLIP UP 1 122.85 122.85T Subtotal
Sales Tax (8.75%)
Phone# Fax# E-mail
909-986-5551 909-986-5506 [email protected] Total

Page 3 ends

10-8 RETROFIT, INC Estimate
415W MAIN ST
ONTARIO, CA 91762 Date Estimate#
11/25/2025 21724
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year/Make of Vehicle Model Terms Rep P.O. No. Due Date Net 30 8/8/2024
Item Description Qty Rate Total CUP2-1001 ADJUSTABLE CUP HOLDER 1 50.00 50.00T DS-DELL-422-3 Docking Station For Dell 5430,7330,5420,5424&7424 Notebooks With 1 980.90 980.90T Advanced Port Replication,Triple Pass-Thru Antenna Connections&LIND Power Supply
7160-0928 Mongoose®-9"Locking Slide Arm with Short Clevis 1 303.75 303.75T 7160-0783 Gamber Johnson,short clevis,low profile,Tilt Swivel Motion Device w/ 1 92.13 92.13T quick adjust handle
FP-MXTL5000 TROY FACEPLATE MOTOROLA XTL5000 1 0.00 0.00T AC-TICK-2 SHALLOW 3"OPEN-TOP STORAGE AC-TICK-2 1 37.21 37.21T CC-OH-DUR18 DODGE DURANGO OVERHEAD CONSOLE 1 249.75 249.75T FP-FED-PATH-R REMOTE HEAD FEDERAL SIGNAL PATHFINDER SIREN 1 0.00 0.00T

FACEPLATE
MIC/MAGNETIC CLIP MAGNETIC MIC CLIP 2 40.00 80.00T 60CREGCS 12V WHT/RED 6"COMPARTMENT LT(OVER HEAD) 1 190.32 190.32T >>>CAGE/CARGO«<
35-10075 2023 DODGE DURANGO DEFENDER MODULAR FRNT PARTITION 1 768.74 768.74T

COMPLETE
35-12075 2023 DODGE DURANGO DEFENDER REAR PARTITION 1 502.89 502.89T 35-14075 2023 DODGE DURANGO DEFENDER PRISONER SEAT 1 855.96 855.96T 35-15075 2023 DODGE DURANGO DEFENDER DOOR COVER PANELS 1 280.35 280.35T 35-16075 2023 DODGE DURANGO READ DOOR WINDOW BARS SQUARE 1 102.00 102.00T

HOLE CUT
CP-DG-CG-MNT DODGE DURANGO LIFT-UP CARGO MOUNT 2018-2021 (NO SEAT) 1 537.43 537.43T WK0040DUR11 Window Barrier Aluminum 3 Piece Cargo Area 1 385.09 385.09T MISC.CUSTOM CUSTOM MADE FILLER PLATES 1 250.00 250.00T MISC.CUSTOM CUSTOM MADE REAR GUN RACK FOR BEAN BAG 1 250.00 250.00T SC-1#2 SC-1#2 SMALL GUN LOCK WITH#2 KEY/SHOTGUN 1 110.10 110.1OT GLT/USGT FEDERAL GUN LOCK TIMER USGT 1 46.00 46.00T Subtotal
Sales Tax (8.75%)
Phone# Fax# E-mail
909-986-5551 909-986-5506 [email protected] Total

Page 4 ends

10-8 RETROFIT, INC Estimate
415W MAIN ST
ONTARIO, CA 91762 Date Estimate#
11/25/2025 21724
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year/Make of Vehicle Model Terms Rep P.O. No. Due Date Net 30 8/8/2024
Item Description Qty Rate Total
SC-1900 SC-1900 ADJUSTABLE BUTT PLATE 1 35.98 35.98T >>>WIRE/LABOR«<
PWAT-1 19-LT-GPSDSG-... Panorama Antenna Kit for Pomona PD-5G GPSD with UHF&Wi-Fi for 1 471.66 471.66T APX 8500 radio,Wi-fi for in car video,and 5G&GPS for MDT Docking Station
5G GPSD Antenna UHF Whip 450-512 Radio Cable APX 8500 Wifi 1 to Video Wifi 2 to APX 8500 5G to Dock GPS to Dock
ANTENNA KIT ANTENNA KIT CABLE AND ANTENNA 50.00 50.00T CB-150 4703-150B 150 AMP CIRCUT BREAKER RESETABLE 1 40.00 40.00T 6001-3001B 140 A TIME DELAY RELAY 1 130.00 130.00T 8028B/FUSE BLOCK E... 6 POS CONNECTABLE FUSE BLOCK WITH LED INDICATOR 3 25.00 75.00T 8030B/GROUND TERM... 12 POSITION GROUND TERMINAL CONNECTS WITH EGIS FUSE 1 13.58 13.58T BLOCK 8028B
ELECTRONIC BOARD ELECTRONIC BOARD FOR EQUIPMENT SIREN/FUSE/RADIO 1 75.00 75.00T RADIO/HSN4032 MOTOROLA EXTERNAL SPEAKER HSN4032A 1 70.00 70.00T WIRE&TERMINAL RELAYS 30 AMP,CIRCUIT BREAKER,FUSES,WIRE, 1 350.00 350.00T CONNECTORS,ETC.

Page 5 ends

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: CONSIDER APPROVAL OF FOURTH AMENDMENT TO THE HARDY AND HARPER

PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL PAVING SERVICES RECOMMENDED ACTION:

It is recommended that the City Council approve the Fourth Amendment to the Professional Services Agreement with Hardy & Harper, Inc., increasing the total not-to-exceed amount to $250,000 to support continued pavement restoration and related work;and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining reliable public infrastructure by ensuring timely pavement restoration following utility and maintenance repairs.

BACKGROUND
The City maintains an agreement for on-call asphalt pavement repair services to support field operations, including pavement restoration, following water main repairs, service line work, and related maintenance activities. These services are critical to restoring roadway surfaces impacted by utility work and maintaining safe and functional public infrastructure.

The original agreement for on-call asphalt pavement repairs with Hardy and Harper, Inc. was approved by the City Council on July 26, 2021. The agreement included provisions for additional one-year extensions, which have been exercised through subsequent amendments.Most recently,the Third Amendment was approved on September 9,2025, maintaining the agreement under the same general terms and conditions.

Work continues to be performed on an as-needed basis within the approved scope of services to support ongoing utility operations and emergency response activities.

ISSUES AND ANALYSIS
On-call paving and pavement restoration work continues to be required to support utility repairs,emergency response activities, and routine field restoration. Demand for these services has remained steady, and recent work activity has resulted in the current purchase order balance being drawn down faster than originally anticipated.

Staff have identified additional available funding within the current fiscal year budget that can be allocated toward pavement restoration. Increasing the not-to-exceed compensation amount will allow the department to continue addressing active restoration needs and prevent delays in completing required paving repairs.

The proposed amendment increases the total not-to-exceed compensation amount under the agreement to $250,000 for the remaining term of the contract.No changes are proposed to the scope of work,contract term,service rates,or agreement conditions.

Hardy and Harper,Inc. continues to perform the work in a timely and satisfactory manner and remains responsive to the City's operational needs.

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.

Page 251 of 402 ends

FISCAL IMPACTS
The total increase to Agreement is$50,000.There are available funds in the Water Utility Transmission&Distribution Contract Services Account No. 6406206-5253.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 252 of 402 ends

FOURTH AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT FOR

ON-CALL ASPHALT PAVEMENT REPAIRS WITH
HARDY AND HARPER, INC.

THIS FOURTH AMENDMENT TO AGREEMENT ("Fourth Amendment") is made and entered into as of February 23, 2026, between the City of Upland, a municipal corporation ("City"), and Hardy and Harper, Inc., a California corporation ("Contractor").

City and Contractor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS
A. WHEREAS, the City and Contractor entered into an agreement dated July 26, 2021, for On-Call Asphalt Pavement Repairs (the "Original Agreement"); B. WHEREAS, the Parties entered into the First Amendment to the Original Agreement on December 13, 2021 ("First Amendment");
C. WHEREAS, the Parties entered into the Second Amendment to the Original Agreement on October 14, 2024 ("Second Amendment");
D. WHEREAS, the Parties entered into the Third Amendment to the Original Agreement on September 9, 2025 ("Third Amendment") (collectively, the Original Agreement, First Amendment, Second Amendment, and Third Amendment are referred to hereafter as the "Agreement"); and
E. WHEREAS, the Parties now desire to enter into a Fourth Amendment to the Agreement to increase the not-to-exceed compensation amount under the Agreement, unless otherwise modified herein.

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties hereinafter set forth, the Parties to this Fourth Amendment mutually agree as follows:

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

2. Amendment to Section 5 - Payment. Section 5 - Payment of the Agreement shall be amended to read as follows.

5. PAYMENT
a. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in the Required Documents with RFP Response Document Description (On-Call

Page 253 of 402 ends

Asphalt Pavement Repairs), attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in (On-Call Asphalt Pavement Repairs) other than the scope of work to be performed, payment rates and schedule of payment are null and void.

The total not-to-exceed amount for the remaining term of this Agreement shall not exceed $250,000 unless additional payment is approved as provided in this Agreement.
b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Manager and the Contractor at the time City's written authorization is given to Contractor for the performance of said services.
c. Contractor shall submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.

3. Full Force. Except as amended by this Third Amendment, all provisions of the Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Fourth Amendment.

4. Electronic Transmission. A manually signed copy of this Fourth Amendment which is transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Second Amendment for all purposes.

5. Counterparts. This Fourth Amendment may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]

Page 254 of 402 ends

SIGNATURE PAGE FOR

FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR ON- CALL ASPHALT PAVEMENT REPAIRS WITH HARDY AND HARPER, INC.

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

CITY OF UPLAND CONTRACTOR
a California municipal corporation Hardy and Harper, Inc. 31 Rancho Circle
Lake Forest, CA 92630
By:

Michael Blay,
City Manager
Name:

Title:

Attest:

By:

Keri Johnson,
City Clerk Name:

Title:

Approved As to Legal Form:

Best Best and Krieger, City Attorney

Page 255 of 402 ends

Docusign Envelope ID: B0057129-F9D0-4B86-8C33-9426BF2B4C68

THIRD AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT FOR

ON-CALL ASPHALT PAVEMENT REPAIRS WITH
HARDY AND HARPER, INC.

THIS THIRD AMENDMENT TO AGREEMENT ("Third Amendment") is made and entered into as of September 9, 2025 between the City of Upland, a municipal corporation ("City") and Hardy and Harper Inc., a California corporation ("Contractor"). City and Contractor are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, City and Contractor entered into an agreement dated July 26, 2021, for On-Call Asphalt Pavement Repairs (the "Original Agreement"); B. WHEREAS, the Parties entered into the First Amendment to the Original Agreement on December 13, 2021 ("First Amendment");
C. WHEREAS, the Parties entered into the Second Amendment to the Original Agreement on October 14, 2024 ("Second Amendment") (collectively, the Original Agreement, First Amendment, and Second Amendment are referred to hereafter as the "Agreement");
D. WHEREAS, the Parties now desire to enter into a Third Amendment to the Agreement in order to extend the Term of the Agreement by one additional year under the same terms and conditions, unless otherwise modified herein.

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties hereinafter set forth, the Parties to this Third Amendment mutually agree as follows:

AMENDMENT

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

2. Amendment to Section 5 - Payment. Section 5 — "Payment" of the Agreement shall be amended to read as follows.

5. PAYMENT
a. City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Required Documents with RFP Response Document Description (On-Call Asphalt Pavement Repairs), attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in the (ON-Call - 1 -

Page 256 of 402 ends

Docusign Envelope ID: B0057129-F9D0-4B86-8C33-9426BF2B4C68 Asphalt Pavement Repairs) other than the scope of work to be performed, payment rates and schedule of payment are, for purposes of this Third Amendment only, null and void. The total not-to-exceed amount for the remaining term of this Agreement shall not exceed $200,000 for FY25-26 unless additional payment is approved as provided in this Agreement.
b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services.
c. Contractor shall submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt. of each invoice as to all non-disputed fees. If City disputes any of Contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.

3. Term Extension. The Agreement is hereby extended for an additional one- year term, commencing on July 27, 2025, and ending on July 26, 2026 (the "Extended Term"), under the same terms and conditions, unless further modified by mutual written agreement of the Parties.

4. Full Force. Except as amended by this Third Amendment, all provisions of the Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Third Amendment.

5. Electronic Transmission. A manually signed copy of this Third Amendment which is transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Third Amendment for all purposes.

6. Counterparts. This Third Amendment may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
- 2 -

Page 257 of 402 ends

Docusign Envelope ID: B0057129-F9D0-4B86-8C33-9426BF2B4C68

SIGNATURE PAGE FOR

THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ASPHALT PAVEMENT REPAIRS WITH HARDY AND HARPER, INC.

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

CITY OF UPLAND CONTRACTOR
a California municipal corporation Hardy and Harper, Inc. 31 Rancho Circle
Lake Forest, CA 92630
DocuSigned by: DocuSigned by:

CD2CrODCC,rr48A... y N--116367CE88AA498...

Michael Blay,
City Manager
Name: Michael Amundson
Title: Vice President
Attest:

Signed by:
by:
[ DOSIdb
,3 By. 47074AQF858B478...

E421A6r866C347A...

Keri Johnson,
City Clerk Name: Kristen Paulino
Title: Corporat Secretary/CFO
Approved As to Legal Form:

EsSigned by:rbtr u,ln, Vufs-
cu bb4SE
i
EBest hest and Krieger, City Attorney
- 3 -

Page 258 of 402 ends

Docusign Envelope ID: B0057129-F9D0-4B86-8C33-9426BF2B4C68 July 29, 2024

EXHIBIT 'A'

FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing
(includes all Labor,Equipment,Materials&Disposal Costs) Equipment Breakdown (w/o Labor) Daily Rate
Flat Bed Truck w/Compressor Mount 330 . 00
Bob-Tail Truck 9-11 Yards 320 . 00
Concrete Flat Bed Truck 300 . 00
Dump Truck 9-1 1 Yards 350 . 00
Air Compressor 160 . 00
Water Truck 320 . 00
Skip Loader(incl trailer) 350 . 00
Flat Bed Truck w/3-5 ton roller combo 670 . 00
Dump Truck w/Skip Loader&Trailer combo 700 . 00
10-12 Ton Roller(incl trailer) 620 . 00
3-5 Ton Roller(incl trailer) 370 . 00
Berm Machine(min.charge) 1 , 500 . 00
Bobcat w/bucket 250 . 00
Bobcat w/grinder 310 . 00
Materials Unit Cost
Asphalt(D2-PG 64-10 Mix) in accordance with SSPWC TON 95 . 00 Subsections 203-6"Asphalt Concrete"and 302-5 "Asphalt
Concrete Pavement"
Asphalt(C2-PG 64-10 Mix) in accordance with SSPWC TON Subsections 203-6 "Asphalt Concrete"and 302-5 "Asphalt 92 . 00 Concrete Pavement"
Asphalt Plant Opening on Saturday EA 1 , 000 . 00 Crushed Aggregate Base (CAB) per SSPWC Section 200- CY 25 . 00

2.2 Crushed Miscellaneous Base (CMB) per SSPWC Section CY 200-2.4. Note: Processed Miscellaneous Base will NOT be 15 . 00 allowed.

Tack Coat Material Grade SS-1 h per SSPWC Subsection SF 1 . 00 302-5.4
Concrete(3 - 10 C.Y.) CY 195 . 00
Short Load Charge (less than 3 C.Y.) EA 700 . 00

Page 259 of 402 ends

Docusign Envelope ID: B0057129-F9D0-4B86-8C33-9426BF2B4C68

EXHIBIT 'A'

FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing
(includes all Labor,Equipment,Materials& Disposal Costs) Asphalt 4"thick-Remove and Replace Unit Unit Price (includes sawcut/grind, tack coat, 95%
compaction)
1 0-500 SF 13 . 50
2 501 —2,000 SF 10 . 00
3 2,001 —5,000 SF 7 . 00
4 5,001 — 15,000 SF 4 . 50
5 15,001 —30,000 SF 3 . 50
Asphalt 6"thick-Remove and Replace in 2 Unit Unit Price Lifts (includes saw-cut/grind, tack coat, 95%
compaction)
1 0-500 SF 17 . 00
2 501 —2,000 SF 11 . 75
3 2,001 —5,000 SF 9 . 25
4 5,001 — 15,000 SF 5 . 75
5 15,001 —30,000 SF 4 . 75
6" Asphalt Berm -Machine Unit Unit Price
1 0-500 LF 12 . 00
2 501 — 1,000 LF 11 . 00
8" Asphalt Berm- Machine Unit Unit Price
1 0-500 LF 13 . 00
2 501 — 1,000 LF 12 . 00
"T-Cut"Asphalt Grinding-0.12' Depth w/ Unit Unit Price

0.12' AC Overlay
1 0-500 SF 9 . 50
2 501 —2,500 SF 4 . 50
3 2,501 —5,000 SF 3 . 25

Page 260 of 402 ends

Docusign Envelope ID: B0057129-F9D0-4B86-8C33-9426BF2B4C68

EXHIBIT 'A'

FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing
(includes all Labor,Equipment,Materials& Disposal Costs) Striping (Two Coats Paint) Unit Unit Price
1 4-inch White Stripe LF 1 . 15
2 6-inch White Stripe LF 1 . 45
3 8-inch White Stripe LF 1 . 75
4 4-inch Yellow Stripe LF 1 . 15
5 4-inch Double Yellow Stripe LF 2 . 30
Striping (Thermoplastic) per Caltrans Std. Unit Unit Price 1 1 2-inch White Cross-Walk SF 5 . 00
2 1 2-inch White "Ladder Style" Cross-Walk SF 5 . 00 3 1 2-inch Yellow Cross-Walk SF 5 . 00
4 1 2-inch Yellow "Ladder Style" Cross-Walk SF 5 . 00 5 1 2-inch White Stop Bar SF 5 . 00
6 Pavement Legend (Arrows, Speed Limit Markings) EA 2 0 0 . 0 0 7 Pavement Legend ("STOP") EA 300 . 00
8 Pavement Legend ("STOP AHEAD") EA 300 . 00 9 Pavement Legend ("KEEP CLEAR") EA 300 . 00 10 Pavement Legend ("SIGNAL AHEAD") EA 350 . 00 1 1 Pavement Legend ("SLOW SCHOOL XING") EA 400 . 00 12 Pavement Legend (Railroad Crossing Symbol) EA 200 . 00 13 Pavement Legend (Bike Lane Symbol) EA 200 . 00 AC cap over existing (Skin patch) Unit Unit Price (I"- 1.25" nominal thickness)
1 0— 1,000 SF 11 . 50
2 1,001 —5,000 SF 9 . 50
3 5,001 — 10,000 SF 7 . 50
4 10,001 + S.F. SF 5 . 50
Slurry Seal—Type 1 Unit Unit Price

Page 261 of 402 ends

Docusign Envelope ID: B0057129-F9D0-4B86-8C33-9426BF2B4C68 1 0— 1,000 SF 5 . 15
2 1,001 —5,000 SF 2 . 85
3 5,001 — 10,000 SF 1 . 4 5
4 10,001 + S.F. SF . 65
Slurry Seal—Type 2 Unit Unit Price
1 0— 1,000 SF 5 . 15
2 1,001 —5,000 SF 2 . 90
3 5,001 — 10,000 SF 1 . 5 0
4 10,001 + S.F. SF . 75

Page 262 of 402 ends

Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6

SECOND AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT FOR

ON-CALL ASPHALT PAVEMENT REPAIRS WITH
HARDY AND HARPER, INC.

THIS SECOND AMENDMENT TO AGREEMENT ("Second Amendment") is made and entered into as of October 14, 2024 between the City of Upland, a municipal corporation ("City") and Hardy and Harper Inc. a California corporation ("Contractor"). City and Contractor are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and Contractor have entered into an agreement, dated July 26, 2021, for On-Call Asphalt Pavement Repairs (the "Original Agreement").

B. WHEREAS, the Parties entered into the First Amendment to the Original Agreement on December 13, 2021 ("First Amendment") (collectively, the Original Agreement and the First Amendment are referred to hereafter as the "Agreement").

B. WHEREAS, the Parties now desire to enter into an amendment to the Agreement in order to extend the Term of the Agreement by one year, and to specify the payment for services for the Extended Term, as that term is defined hereafter..

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties hereinafter set forth, the Parties mutually agree as follows:

AMENDMENT

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

2. Amendment to Section 5 - Payment. Section 5 entitled " Payment", of the Agreement is amended to read as follows.

5. PAYMENT
a. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth Required Documents with RFP Response Document Description (On-Call Asphalt Pavement Repairs), attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in (ON-Call Asphalt Pavement Repairs) other than the scope of work to be performed, payment rates and schedule of payment are deemed not to be part of this Agreement. The total not-to-exceed amount for the Extended Term of this Agreement shall not exceed $200,000 unless additional payment is approved as provided in this Agreement.
- 1 -
46708.00113\42783063.1

Page 263 of 402 ends

Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6 b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Manager and the Contractor at the time City's written authorization is given to Contractor for the performance of said services.
c. Contractor shall submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt. of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.

3. Term Extension. The Agreement is hereby extended for an additional one- year term, commencing on July 27, 2024, and ending on July 26, 2025 (the "Extended Term"), under the same terms and conditions, unless further modified by mutual written agreement of the Parties.

4. Full Force. Except as amended by this Second Amendment, all provisions of the Original Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Second Amendment.

5. Electronic Transmission. A manually signed copy of this Second Amendment which is transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Second Amendment for all purposes.

6. Counterparts. This Second Amendment may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
- 2 -
46708.00113\42783063.1

Page 264 of 402 ends

Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6

SIGNATURE PAGE FOR

SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR ON- CALL ASPHALT PAVEMENT REPAIRS WITH HARDY AND HARPER, INC.

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

CITY OF UPLAND CONTRACTOR
a California municipal corporation Hardy and Harper, Inc. 31 Rancho Circle
Lake Forest, CA 92630
[-MA4.0115(zui . kawlamwasatA,
DocuSigned by: �DocuSigned by:

E n�ccnpr�x«n8� y',._116367CE8DAA498..

Michael Blay, City Manager
Michael Amundson
Name:

Vice President
Title:

Attest:
�DocuSignetl by: Signed by:
ealAtila
B
‘---r421AorazDC347A... Y' 4"ei4Aoro5o047D...

Keri Johnson, City Clerk
Kristen Paulino
Name:

Title: Corporat Secretary/CF0
Approved As to Legal Form:
"—Signed by:

Sft,pLUA, �ufsti.
�,—P,S OFfiflRfidfiF
Stephen Deitsch, City Attorney
- 3 -
46708.00113\42783063.1

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Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6 EXHIBIT A-1

ADDITIONAL SERVICES/SCHEDULE OF CHARGES
[ATTACHED]
- 4 -
46708.00113\42783063.1

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Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6 July 29, 2024

EXHIBIT 'A'

FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing
(includes all Labor,Equipment,Materials&Disposal Costs) Equipment Breakdown (w/o Labor) Daily Rate
Flat Bed Truck w/Compressor Mount 330 . 00
Bob-Tail Truck 9-1 1 Yards 320 . 00
Concrete Flat Bed Truck 300 . 00
Dump Truck 9-1 1 Yards 350 . 00
Air Compressor 160 . 00
Water Truck 320 . 00
Skip Loader(incl trailer) 350 . 00
Flat Bed Truck w/3-5 ton roller combo 670 . 00
Dump Truck w/Skip Loader&Trailer combo 700 . 00
10-1 2 Ton Roller(incl trailer) 620 . 00
3-5 Ton Roller(incl trailer) 370 . 00
Berm Machine(min.charge) 1 , 500 . 00
Bobcat w/bucket 250 . 00
Bobcat w/grinder 310 . 00
Materials Unit Cost
Asphalt(D2-PG 64-10 Mix) in accordance with SSPWC TON 95 . 00 Subsections 203-6"Asphalt Concrete"and 302-5 "Asphalt
Concrete Pavement"
Asphalt(C2-PG 64-10 Mix) in accordance with SSPWC TON Subsections 203-6 "Asphalt Concrete"and 302-5 "Asphalt 92 . 00 Concrete Pavement"
Asphalt Plant Opening on Saturday EA 1 , 000 . 00 Crushed Aggregate Base (CAB) per SSPWC Section 200- CY 25 . 00

2.2 Crushed Miscellaneous Base (CMB) per SSPWC Section CY 200-2.4. Note: Processed Miscellaneous Base will NOT be 15 . 00 allowed.

Tack Coat Material Grade SS-1 h per SSPWC Subsection SF 1 . 00 302-5.4
Concrete(3 - 10 C.Y.) CY 195 . 00
Short Load Charge (less than 3 C.Y.) EA 7 0 0 . 0 0

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Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6

EXHIBIT 'A'

0.12' AC Overlay
1 0-500 SF 9 . 50
2 501 —2,500 SF 4 . 50
3 2,501 —5,000 SF 3 . 25

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Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6

EXHIBIT 'A'

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Docusign Envelope ID:04E9E016-6AEE-4BEE-B5D8-FD9531A474D6 1 0- 1,000 SF 5 . 15
2 1,001 -5,000 SF 2 . 8 5
3 5,001 - 10,000 SF 1 . 4 5
4 10,001 + S.F. SF . 6 5
Slurry Seal-Type 2 Unit Unit Price
1 0- 1,000 SF 5 . 15
2 1,001 -5,000 SF 2 . 9 0
3 5,001 - 10,000 SF 1 . 5 0
4 10,001 + S.F. SF . 7 5

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FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR

ON-CALL ASPHALT PAVEMENT REPAIRS WITH
HARDY & HARPER, INC.

THIS FIRST AMENDMENT TO AGREEMENT is made and effective as of December 13,2021,between the City of Upland,a municipal corporation("City")and Hardy&Harper, Inc.,a California corporation("Contractor"). City and Contractor are sometimes referred to herein individually as a "Party'and collectively as"Parties",

RECITALS
A. WHEREAS, the Parties entered into a professional services agreement, dated July 26, 2021, for On-Call Asphalt Pavement Repairs(the "Original Agreement'); and
B. WHEREAS, the Parties now desire to enter into an amendment to the Original Agreement in order to include additional funds for the continued performance of the services.

NOW THEREFORE;in consideration of the mutual promises and undertakings of the Parties hereinafter set forth, the Parties to this First Amendment mutually agree as follows:

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

2. Amendment to Section 5 -Payment. Section 5—Payment of the Original Agreement shall be amended to read as follows:
"5. PAYMENT.
a. The City agrees to pay Contactor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth Required Documents with RFP Response Document Description (On-Call Asphalt Pavement Repairs), attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks.Any terms in (On-Call Asphalt Pavement Repairs) than the scope of work to be performed, payment rates and schedule of payment are null and void. The not-to-exceed amounts for each year of this Agreement shall be as follows: $250,000 for FY 21-22, $200,000 for FY 22-23, and $200,000 for FY 23-24.

The total not-to-exceed amount shall be $650,000 for the total term of the Agreement unless additional payment is approved as provided'in this Agreement. b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services.

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c. Contractor will submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees_ If the City disputes any of Contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice."

3. Full Force. Except as amended by this First Amendment, all provisions of the Original Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this First Amendment.

4. Electronic Transmission. A manually signed copy of this First Amendment which is transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this First Amendment for all purposes.

5. Counterparts. This First Amendment may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
2

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SIGNATURE PAGE FOR

FIRST AMENDMENT TO THE PROFESSIONAL SERVICES,AGREEMENT

WITH HARDY&HARPER, INC,
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed the day and year first above written.

CITY OF UPLAND
Michael Blay, City Manager
Attest:

Ken Johnson, City Clerk
Approved As to Form:
• Wikg
Stephen Deitsch, City Attorney

CONTRACTOR
Hardy& Harper Inc., 31 Rancho Circle, Lake Forest,CA 92630 (714) 444-1851 By:

Name: kii.c ej, ,r ,
Title:

Vice President
1 l By:

Name:

Kristen Pauline
Title:

Secretar

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PROFESSIONAL SERVICES AGREEMENT
On-Call Asphalt Pavement Repairs
THIS AGREEMENT is made and effective as of July 26, 2021 , between the City of Upland, a municipal corporation ("City") and Hardy&Harper, Inc. ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1.TERM,This Agreement shall commence on July 26,2021 and shall remain in effect for three(3) years.The City may,upon mutual agreement, extend the contract for three(3) additional 1 (one) year terms. If contract is extended beyond the original term,contract price may be adjusted at the beginning of each calendar year in accordance with the changes in the Consumer Price Index for all Urban Consumers in'the Los Angeles-Anaheim-Riverside Area published monthly by the United States Bureau of Labor Statistics(CPI).

2. sgRvicp. Contractor shall perform the services and tasks described and set forth in Exhibit A,attached hereto and incorporated herein asthough set forth in full. Contractor shall complete the tasks according to the schedule of performance which is also set forth in Scope of Services.

3.PERFORMANCE. Contractor shall at ail times faithfully,competently and to the best of his or her ability, experience, and talent, performs all tasks described herein, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement.

4. AILING WAGES Pursuant to the provisions of Section 1773 of the Labor node of the State of California,the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations' Internet web site at http://www.dir.ca.gov . Contractor shall provide a copy of prevailing wage rates to any staff or sub-contractor hired and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Consultant shall forfeit to the City, as a penalty, the sum of$25,00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this contract, by him or by any subcontractor under him, in violation of the provisions of the Contract

5. EAYMENJ
a.The City agrees to pay Contactor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth Required Documents with RFP Response Document Description(On-Call Asphalt Pavement Repairs), attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks.

Any terms in (On-Cali Asphalt Pavement Repairs) than the scope of work to be performed, payment rates and schedule of payment are null and void. This amount shall not exceed $150,000 annually for the total term of the Agreement unless additional payment is approved as provided in this Agreement.
b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein unless such

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additional services are authorized in advance and in writing by the Public Works Director.

Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by Public Works Director and Contractor at the time City's written authorization is given to Contractor for the performance of said services. c. Contractor will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previousmonth. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of the contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.

6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT GAUSE, a. The City may at any time,for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the contractor at least ten (10) days' prior written notice.Upon receipt of said notice, the Contractor shalt immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City, Upon termination of the Agreement pursuant to this Section,the Contractor will submit an invoice to the City pursuant to Section 4.

7.DIEFAUILT QF CONTRAGTQR.
a. The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor, If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractors control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have (10)days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

OWNERSHIP OF DQCUMENT5,
a. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services

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provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three(3)years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used,reused,or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generated for the work, Contractor shall make available to the City,upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.

9.INPEMNJFICATJON.
a. The Contractor agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees, and volunteers from and against any and all claims, dernanr+ .,.losses, defense costs or expenses, including attorney fees and expert.witness fees,or liability of any kind or nature which the City, its officers, agents, and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Contractor's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City. b. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor's shall render any reasonable assistance and cooperation which City might require.

10. INSURANCE REQUIREMENTS. Contractor shall procure and maintain for the duration of the contract insurance against claims for Injuries to persons or damages to property,which may arise from or in connection. with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
a.Minimken Scone of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability form No.CG 00 01 11 85 or 88,
(2) insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non-

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owned auto endorsement to the General Liability policy described above is acceptable.
(3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Agreement,worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. (4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Contractor's profession. b. Minimum Limits of insurance. Contractor shall maintain limits no less than:
(1) General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.
(3) Worker's Compensation as required by the State'Of Califorriia; Employer's Liability; One million dollars ($1,000,000) per accident for bodily injury or disease. (4) Professional Liability coverage: Two million ($2,000,000) per claim and in aggregate c. Deductibles and `=elf-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses.
d.other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
(1) The City, its officers, officials, employees, and volunteers are to be covered as insured's as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied,or used by the Contractor; or automobiles owned, leased,hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees,or volunteers. (2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insured maintained by the City, its officers, officials,

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employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
(3) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(4) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City.
e. cceotability_of Insorprs. Insurance is to be placed with insurers with a current A.M.

Best's rating of no less than A: VIII and admitted and licensed to do business in the State of California, unless otherwise acceptable to the City. Self-insurance shall not be considered to comply with these insurance requirements. f. Verifioation of Coverage. Contractor shall furnish the City with original endorsements effecting coverage required by this clause.The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete,certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications.

11.IMEPENDENT CON_IRACTOR,
a.Contractor is and shall at all times remain as to the City a wholly independent contractor.

The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees, or agents of the City. Contractor shalt not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner.
b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City, City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. c. PERS Eligibility Indemnification: In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or

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subcontractors,as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
d. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enrollin 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.LEGAL RE$PONSIBILITIES.

The Contractor shall keep itself informed of all local, State and Federal ordinances, laws, and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. Contractor is responsible for compliance with the Patient Protection and Affordable Care Act (2010), and City shall not be obligated to provide any health care coverage to Contractor. The Contractor shall at all times observe and comply with all such ordinances, laws, and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.

12. RELEASE OFJNFORM TlON.,
a, All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization.

Contractor, its officers, employees, agents, or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered"voluntary" provided Contractor gives City notice of such court order or subpoena. b. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories,request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Contractor andlorbe present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

12.NOTICES.

Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to,Federal Express,that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be

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effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail asprovided above.

To City: City of Upland To Contractor:Hardy & Harper Inc, Mailing Address: 460 N. Euclid Ave 31 Rancho Circle Upland, CA 91786 Lake Forest, CA 92630
Attention: City Manager Attention: Ashlie Blanchard

13.ASSIGNMENT.

The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder,without prior written consent of the City. Upon terminationof this Agreement, Contractor's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Counciland the Contractor

14.LICENSES.

At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 15,GOVERNING.,LAW.

The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place In the municipal, superior, or federal district court with geographic jurisdiction over the City of Upland.ln the event such litigation is filed by one party against the other to enforce its rights under this Agreement,the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

16.PROHIBITED 1NTERB$T,
No officer, or employee of the City of Upland shall have any financial interest,direct or indirect, in this Agreement, the proceeds thereof. the Contractor, or Contractor's sub-contractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Upland has any interest, whether contractual, non-contractual, financial, or otherwise, in this transaction, or in the business of the Consultant or Consultant's sub-contractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

17.ENTIRE A G REEMENT,
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. Ail prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

18.AVIMBILY TO EXECUTE THIS AgREEMENT,

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The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.

19.SEVERABUTY,
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party,is materially impaired, which determination made by the presiding court or
arbitrator of competent jurisdiction shall be binding,then both parties agree to substitute such provision(s)through good faith negotiations.

20.WAIVER,
The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or eventshall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver

21.CONSTRUCTION.

The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning; There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

22.COSTS.

Each party shall bear its own costs and fees incurred in the preparation andnegotiation of this Agreement and in the performance of Its obligations hereunder except as expressly provided herein

23.RE1PSQNSIBILITy FOR ERRORS.

Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings,

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estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

24.AtTORNEYS' 'EES.

In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
(signatures on following page)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the dayand year first above written.

CITY OF UPLAND
/47' AZ
.. Stephen Parker,Acting City Manager
Attest:

Keri Johnson, City.(",,;s,rjl{
Approved As to Form:

Stephen Deitsch,City Attorney

CONTRACTOR
Hardy&Harper Inc., 32 Rancho Circle, Lake Forest, CA 92630(714-444-1851) / By:

Name: Michael rurrA',
,
Title: Vice President
i
By: k - .

Name: Kristen Paulino
Corporate Secretary
Title:
1

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1 EXHIBIT 'A'

FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing
(Includes all Labor.Equipment, Materials&Disposal Costs) Equipment Breakdown(wlo Labor) Daily Rate
Flat Bed Truck wl Compressor Mount $330,00r
Bob-Tail Truck 0-11 Yards $320.00
Concrete Flat Bed Truck $300.00
Dump Truck 9-11 Yards $350.00
Air Compressor $160.00
Water Truck $320.00
Skip Loader(incl trailer) $350.00
Flat Bed Truck wl 3-5 ton roller combo $670.00
Dump Truck w/Skip Loader&Trailer combo $700.00
10-12 Ton Roller(incl trailer) $620.00
3-5 Ton Roller(Intl trailer) $370.00
Berm Machine(min,charge) $1,500.00
Bobcat w/bucket $250.00
Bobcat wl grinder $310.00
Materials Unit Cost
Asphalt(D-2 Mix) Ton $95.00
Asphalt(C-2 Mix) Ton gad
-
Asphalt Plant Opening on Saturday $i,000.Od
Class II Rock Base C.Y. $25.00
CMB Rock Base C.Y. $15.©0
Tack Material S.Y. $1.00
Concrete(3- 10 C.Y.) C.Y. $180.00
Short Load Charge (less than 3 C.Y.) $500.00

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EXHIBIT 'A'

FEE SCHEDULE
On-Call Asphalt Repair-Standard Pricing
(includes all Labor,Equipment,Materials&Disposal Costs) Asphalt 4"thick-Remove and Replace Unit Unit Price (includes sawcut)
1 0-500 4 S.F. $14.50
2 501 -2,000 S.F. $10.00
3 2,001 —5,000 S.F. $7.00
4 5,001 -15,000 S.F. $4.50 --
5 15,001 —30,000 S.F. $3.50
Asphalt 6"thick-Remove and Replace 1 Unit I Unit Price I (Includes saw-cut)
1 0-500 S.F. $18.00 ___
2 1 501 —2,000 S.F. $12.75
3 2,001 —5,000 S.F. $9.25
4 15,001 -15,000 S.F._ $5.75
5 15,001 —30,000 S.F. $4.75
6"Asphalt Berm-Machine ' Unit Unit Price
1 0—500 L.F. $1 ,50
2 501 —1,000 ' L.F. $9. 0
18"Asphalt Berm-Machine Unit Unit Price
1 I—500 L.F. $12.00
2 1501 —1,000 L.F. $11.00
' "T-Cut"Asphalt Grinding-0.12'Depth ! Unit Unit Price yid 0.12'AC Overlay I
f__
1 I 0—500 S.F. $9.50
2 I 501 —2,500 S.F. $4.50
3 12,501 —5,000 S.F. $3.25

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EXHIBIT 'A'

FEE SCHEDULE
On-Call Asphalt Repair--Standard Pricing
(includes all Labor, Equipment,Materials& Disposal Costs) Striping(Two Coats Paint Unit Unit Price
1 4-inch White Stripe . L.F. $1.15
2 6-inch White Stripe L.F. ` $1.45
3 8-inch White Stripe L.F. $1.75
4 4-Inch Yellow Stripe I L.F. $1.15
5 4-inch Double Yellow Stripe L.F. $2.30
•
I Striping
P g(Thermoplastic) � Unit I Unit Price
1 12-inch White Cross-Walk � S.F. -$5:75 2 12-inch Yellow Cross-Walk S.F. $5.75
3 12-inch White Stop Bar I S.F. $5.75
Slurry Seal-Type 1 I Unit Unit Price
7 0—1,000 S.F. $5.15
2 1,001-5,000 S.F. $2.85
3 5,001 -10,000 S.F. $1.45
4 10,001 +S.F. S.F. $0.65
Slurry Seal-Type 2 Unit Unit Price
1 0-1,000 S,F.
2 1,001-5,000 S.F. $2.90
3 5,001-10,000 S.F. $1.50
4 10,001 +S.F. S.F. $0.75

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EXHIBIT 'A'
FEE.SCHEDULE
On-Call Asphalt Repair—Standard Pricing
(includes all Labor, Equipment, Materials&Disposal Costs) Equipment Breakdown(w/o Labor) I Daily Rate
Flat Bed Truck w/Compressor Mount $330.00
Bob-Tail Truck 9.11 Yards $320.00
Concrete Flat Bed Truck $300.00
Dump Truck 9-11 Yards $350.00
Air Compressor $160.00
Water Truck $320.00
Skip Loader(inci trailer) $350.00
Flat Bed Truck w/3.5 ton roller combo $670.00
Dump Truck w/Skip Loader&Trailer combo I $700,00
10-12 Ton Roller(inci trailer) $620.00
3-5 Ton Roller(inci trailer) $370.00
Berm Machine(min.charge) $1,500.00
Bobcat wi bucket $250.00
Bobcat wl grinder $310.00
Materials Unit Cost
Asphalt(D-2 Mix) Ton $95.00
Asphalt(C-2 Mix) Ton $90.00
Asphalt Plant Opening on Saturday $1,000.00
Class II Rock Base C.Y. $25.00
CMB Rock Base C.Y. $15.00
Tack Material S.Y. $1.00
Concrete(3- 10 C.Y.) C.Y $180,00
Short Load Charge(less than 3 C.Y.) $500.00

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4 o apt

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
o9Ll
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.

Current Upland City Council Members are listed at:
https://www.upla ndca,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.

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):

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? AYES If yes, please identify the Council Member(s):
tfNO
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.

Date Signature of authorized individual
Company/Apo ii cant Name t/s e(Levine Act definitions on reverse side)

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4<�°F °p`q� 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

JESSICA GORDON,DEPUTY PUBLIC WORKS DIRECTOR-OPERATIONS

RICHARD SMIDERLE,OPERATIONS MANAGER
SUBJECT: CONSIDER APPROVING A CONTRACT FOR POLICE DEPARTMENT HVAC CHILLER

REPLACEMENT PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council: 1) approve a Construction Contract with F.M. Thomas Air Conditioning, Inc., for the Police Department HVAC Chiller Project in the amount of $398,293; 2) approve a construction contingency in the amount of$50,000,for a total Contract amount of$448,293;3)appropriate$448,293 from Police Development Impact Fee(DIF)funds toward the project;and 4)authorize the City Manager to execute the Contract.

GOAL STATEMENT
The proposed action supports the City's goal in maintaining and assuring that public building facilities HVAC systems are in satisfactory operating condition and safe for public and employee use.

BACKGROUND
The Police Department facility operates continuously on a 24-hour, seven-day-a-week basis. Over the past year,the existing HVAC chiller system has required multiple repairs,resulting in significant unanticipated maintenance costs.

In January 2026, the system experienced another failure, necessitating the rental of a temporary cooling unit to maintain building operations. Given the frequency of breakdowns and the associated repair expenses,replacement of the non-operational chiller unit is the most prudent and cost-effective course of action to restore reliable cooling to the facility and ensure uninterrupted public safety operations.

ISSUES AND ANALYSI
The Police Department HVAC chiller is essential building infrastructure and is currently non-operational.

Replacement of the unit supports the City's asset management objectives by ensuring critical facilities are properly maintained,renewed,and replaced in a timely manner.Restoring reliable cooling to the facility will protect City assets and equipment, maintain operational continuity, and improve overall workplace conditions for staff within the building.

Per the City's Purchasing Policy Section 12.3,commodities and services which can be obtained from only one vendor are exempt from competitive bidding. Sole source purchase may include proprietary items sold directly from the manufacturer, items that have only one distributor authorized to sell in this area, or a certain product that has been proven to be the only product acceptable. Due to the specialized nature of the Police Department's HVAC system and F.M.Thomas Air Conditioning,Inc.'s established familiarity with the facility's equipment,the project is justified as a sole source procurement. The firm has previously performed maintenance services and component replacements at the site and possesses detailed knowledge of the system configuration, operational history, and performance requirements. F.M. Thomas Air Conditioning, Inc. is a reputable HVAC contractor whose qualifications have been reference-verified for professionalism, quality of work, and technical competence to complete the project in accordance with applicable standards, ensuring continuity, compatibility, and efficiency in delivering the required services.

ENVIRONMENTAL DETERMINATION
The Project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA) and the State CEQA Guidelines and determined to be categorically exempt from further environmental review pursuant to Section 15301 (Existing Facilities), of the CEQA guidelines. The project involves

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replacement of existing equipment within the existing facility footprint and does not involve any expansion of use beyond that which exists.

FISCAL IMPACTS
The total cost for the HVAC Chiller is estimated at$448,293. Following approval of the appropriation,there will be available funds in the Police DIF PD Chiller Account No.4197500-5540-79001.

ALTERNATIVES

1.Provide alternative direction to staff.

CEQA: Determine to be Exempt.

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CITY OF UPLAND

CONSTRUCTION CONTRACT

UPLAND POLICE DEPARTMENT - HVAC CHILLER REPLACEMENT PROJECT

1. PARTIES AND DATE.

This Contract is made and entered into this 23rd day of February, 2026. by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue Upland, CA 91786 ("City") and F.M. Thomas Air Conditioning, Inc., a California Corporation, with its principal place of business at 231 Gemini Ave., Brea, CA, 92821 ("Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.

2. RECITALS.

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

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing Upland Police Department — HVAC Chiller Replacement and related construction to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. The following license classifications are required for this Project: Blass "B" License (General Engineering Contractor) or Specialty License C-4 or C-20 and C-38.

2.3 Project. City desires to engage Contractor to render such services for the Upland Police Department— HVAC Chiller Replacement ("Project") as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, Performance and Payment Bonds as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Scope of Work
• Bonds
• Labor Code — Section 1861
• D.I.R. Registration Certificate
• Fleet Compliance Certificate
• Levine Act Disclosure

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

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

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

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

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

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

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

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

3.3 Period of Performance and Liquidated Damages.

3.3.1 Contractor shall perform and complete all Work under this Contract by May 31, 2025, beginning the effective date of the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits "A" or"B" attached hereto, or may be provided separately in writing to Contractor.

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

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

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

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

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

3.5.1 PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
4

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

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

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of Three Hundred Ninety-Eight Thousand Two Hundred Ninety-Three Dollars ($398,293.00) ("Total Contract Price") provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City. The City Manager may approve Additional Work up to fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (Total Contract Price and Additional Work) exceed Four Hundred Forty-Eight Thousand Two Hundred Ninety-Three Dollars ($448,293.00). Any additional work in excess of this amount shall be approved by the City Council.

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

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

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

3.7.4 Contract Retentions. From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107. 5

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

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

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

3.7.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall be passed to the City at delivery of the Work at the destination and time specified in this Contract.

Such transferred title shall in each case be good,free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.9 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City. 6

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3.8 Labor

3.8.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Work is being performed as part of an applicable "public works" or"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

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

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

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

In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the DIR on a weekly basis and in the format prescribed by the DIR, which may include electronic submission. The requirement to submit 7

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certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.8.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted, nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit "D" prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

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

Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.9 Performance of Work; Jobsite Obligations.

3.9.1 Water Quality Management and Compliance.

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

3.9.1.2 Compliance with the Statewide Construction General Permit.

Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board ("Permit"). It shall be Contractor's sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area, or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a "living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases 8

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of construction and is subject to different weather conditions. It shall be Contractor's sole responsibility to update the SWPPP as necessary to address conditions at the project site.

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

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

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

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

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

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

3.9.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.
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3.9.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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

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

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

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

3.9.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3)equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.
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3.9.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are broader, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

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

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

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

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

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

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

3.11 Claims; Government Code Claim Compliance.

3.11.1 Except as otherwise provided in this Contract, if any dispute shall arise between the City and Contractor regarding performance of the Work, or any alleged change in the Work, Contractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to the City within three (3) days after commencement of the disputed work. Contractor's failure to give written notice within the three (3)-day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work and shall constitute a waiver of the right to further pursue the claim under the Contract or at law.

3.11.2 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. 11

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

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

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

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

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

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

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

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

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

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

3.11.5.3 Chronology of events and correspondence

3.11.5.4 Narrative analysis of claim merit
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3.11.5.5 Analysis of Claim cost, including calculations and supporting documents

3.11.5.6 Time impact analysis in CPM format

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

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

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

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

3.11.8 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The public entity and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the parties agree to select a mediator at a later time.

3.11.8.1 If the parties cannot agree upon a mediator, each party shall select a mediator, and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. 13

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

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

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

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

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

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

3.11.10.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10)of Title 3 of Part 3 of the Code of Civil Procedure, (A)arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney's fees on appeal of the other party.

3.11.11 Government Code Claim Procedures.

3.11.11.1 This Section does not apply to tort claims and nothing in this Section is intended nor shall it be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code. 14

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

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

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

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

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

3.13 Indemnification.

3.13.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services, the Project or this Contract, including without limitation the payment of all expert witness fees, attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the sole or active negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City, or for defects in design furnished by those persons.
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3.13.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.14 Insurance.

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

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

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

3.14.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: One million dollars ($1,000,000) per occurrence and $2,000,000 general aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage; (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One million dollars ($1,000,000)each accident, policy limit bodily injury or disease, and each employee bodily injury or disease; and (4) Professional Liability coverage: Two million ($2,000,000) per claim and in aggregate. (4) Builders/All Risk: Completed value of the project. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any 16

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available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

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

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

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

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

3.14.3.3 Workers' Compensation and Employer's Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.14.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that (1)coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the 17

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policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and volunteers.

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

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

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

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

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

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

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

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

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

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

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

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

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

Contractor shall perform such tests as the City may require verifying that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such 19

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warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

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

3.17 Employee/Labor Certifications.

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

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

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

3.18 General Provisions.

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

3.18.2 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ("'Contractor's Representative"). Following approval by the City, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval. 20

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

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

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

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

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

CONTRACTOR:

F.M. THOMAS AIR CONDITIONING, INC.
231 GEMINI AVENUE
BREA, CA 92821
Attn: Thomas Feyka, President
CITY:

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

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
21

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

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

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

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

3.18.10 Laws; Venue. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

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

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

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

3.18.14 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to rescind this Contract without liability. For the term of this Contract, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Work.
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3.18.15 Certification of License.

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

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

Box 26000, Sacramento, California 95826.

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

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

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

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

BETWEEN THE CITY OF UPLAND
F.M. THOMAS AIR CONDITIONING, INC.

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

CITY OF UPLAND F.M. THOMAS AIR CONDITIONING, INC.

APPROVED BY:

Signature

MICHAEL BLAY
City Manager

THOMAS FEYKA
ATTESTED BY:

President

KERI JOHNSON
City Clerk
APPROVED AS TO FORM:

Signature
Best Best & Krieger LLP CAROLYN FEYKA
City Attorney
Treasurer
313574 .

Contractor's License Number
1000003383 .

DIR Registration Number
24

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EXHIBIT A

SCOPE OF WORK
SECTION 1 GENERAL REQUIREMENTS

1.1 General
The Contractor shall furnish in accordance with the plans and specifications, all labor, equipment, time, and materials required for the construction of all work as outlined herein.

All work shall comply with the latest editions of the California Building Code, National Electrical Code, International Plumbing Code, International Mechanical Code and the National Fire Protection Association Code.

The Contractor shall furnish in accordance with the plans and specifications, all labor, materials, tools, equipment, time, and incidentals required for the construction of all work as outlined herein.

Unless specifically covered under a separate bid item on Section 2, "Definition of Bid Items," or noted below, full compensation for complying with all the requirements of this Section 1, "General Requirements," shall be considered as included in the various bid items of work, and no additional compensation will be allowed or paid for.

1.2 Description of Work
The work to be performed under this Contract generally consists of the removal and replacement of the HVAC Chiller unit and associated pumps and filter system.

The project shall be using the specified equipment. The installing contractor will be responsible for all mechanical, electrical, and controls engineering, and reviewing of selections, sequences, controls, and all liability associated with this project. Main equipment to be replaced:
• Air Cooled Chiller
• Water Pumps
• Side Filters
The removed equipment shall be properly disposed of by the contractor and the completed work site shall be returned to the pre-construction condition in accordance with the Specifications entitled Upland Police Department - HVAC Chiller Replacement Project. The location of the work is 1499 W. 13th Street. in the City of Upland, San Bernardino County, California.

1.3 Detailed Scope of Work is as Follows:

A. Main Equipment Replacement

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1. F.M. Thomas Air Conditioning to provide and install the following:
a. Demo and remove existing chiller.
b. (1) New Carrier 100-ton chiller.
i. Provide protective trim panel for condenser coil(s). ii. Set chiller on existing steel rails.
c. (2) New system pumps with drives.
i. Integrate Carrier controls into pumps, drives, and chiller.

1. Re-use existing pump drives.
ii. The new pumps have increased psi of 5 (10' of head). d. New 4" Check valves on both chilled water pumps.
e. (1) Makeup water valve/ regulator (PRV, 30 psi)
f. Repair pipe insulation to match existing.
g. (1) 20-Micron water filter be installed on the low side of the chilled water pumps. h. A Second 5-micron filter will be installed.
i. Purchase and performance bonds included.
j. Prevailing wage and certified payroll.
k. 19-20-week lead time.

I. Water balance to include the following:
i. Review mechanical plans, flow diagrams, and control sequences. ii. Verify pump and VFD operations.
iii. Clean strainers.
iv. Drain system and verify system is filled up with water.

1. Remove air as needed.
v. Verify differential pressure controllers, flow meters, and control valves installed correctly.
vi. Verify flow into chiller is within range of design. vii. Verify pressures to air handlers are within range of design using existing gauges at each air handler unit.

1. Repairs to mud or flow issues to be quoted separately. m. 1-year parts and labor warranty. 2-year labor warranty.

2. Clarifications:
a. No work will be done on the existing pipe infrastructure in the building, nor will repairs to air handlers be included.
b. System flush may or may not completely resolve issues. On-going mud issues will be handled on a case-by-case basis.

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

A Payment Bond and a Performance Bond, each in the amount of $398,293.00 (Three Hundred Ninety-Eight Thousand Two Hundred Ninety-Three Dollars), are required.

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EXHIBIT C

CERTIFICATION
LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.

F.M. THOMAS AIR CONDITIONING, INC.

By:

Signature
Thomas Feyka (Print)
President (Print)

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EXHIBIT D

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public- Works/PublicWorks.html for additional information.

No bid will be accepted, nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.'
Name of Contractor:

DIR Registration Number:

DIR Registration Expiration:

Small Project Exemption: Yes or No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:

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

2. Contractor shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project.

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

Name of Contractor:

Signature:

Name and Title:

Dated:
1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark"Yes" in response to "Small Project Exemption."
Exhibit E- 1

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EXHIBIT E

FLEET COMPLIANCE CERTIFICATION
Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct:

X The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. ❑ The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto.

Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third- party correspondence or vendor bids).
❑ The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in an emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). ❑ The Fleet does not fall under the Regulation or are otherwise exempted, and a detailed reasoning is attached hereto.

Name of Bidder:

Signature:

Name:

Title:

Date:

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OF Upt
%' ' . CITY O F UPLAND
LAN D°

Vendor Information:

Vendor No: 1820 Vendor Address: 231 Gemini Avenue Vendor Name: FM Thomas Air Conditioning Brea,CA 92821 Vendor Phone: 800-660-0891 Vendor Email:

Product/Service: Please provide a full description of the goods or services that is being requested for sole source purchase Installation of a new HVAC Chiller Unit for the Police Station.

Justification:check all that apply
❑ Only known product of its kind (section 11.3) 0 Piggie-back purchase(section 11.4) ❑ Only known authorized distributor(section 11.3) 0 Emergency purchase(section 11.6) Describe below.

O City standardized equipment(section 11.3) Describe below. 0 City Manager Waiver(section 11.7)Attach Memo. ❑ Exempted (section 6) ❑
Given the complexity of the HVAC system serving a 24/7 public safety facility,continuity of technical knowledge is critical to ensure compatibility of replacement components,proper system balancing,and adherence to manufacturer and industry standards.

Please answer the following questions.

1.Why is the acquisition/purchase restricted to this good/service/supplier?Specifically,why can this acquisition/purchase not be competitively bid? Are there consequences for not contracting with this supplier? Engaging a new contractor unfamiliar with the facility's equipment could require additional time for system assessment, increase the risk of configuration errors,and potentially result in operational inefficiencies or premature equipment issues.

2. How was the price offered determined to be fair and reasonable? What is the basis for comparison? Was a cost analysis done and if so, please attach backup documentation.

Pricing was determined to be fair and reasonable based on a review of current market rates for comparable HVAC chiller equipment, labor, and materials, as well as a detailed evaluation of the vendor's cost breakdown.

3. Please provide any cost savings realized by the acquisition/purchase of the good/service from this supplier.

Utilizing F.M.Thomas Air Conditioning, Inc. minimizes project delays and reduces the duration of costly temporary rental equipment, particularly given the 16-week lead time for parts.The vendor's familiarity with the system also avoids additional diagnostic expenses and potential change orders, resulting in overall cost efficiency.

Requested by: Approved By:
02/17/2026 Damien Arrula(Feb 17 12 53:11 PST) 17/02/2026 Si nature Date Department Head Signature Date Name/Title Deputy Public Works Director
Signature Date City Manager Signature* Date Name/Title *City Manager approval needed if amount is$25,000 or greater, or Purchasing Policy Exemptions 11.6 or
Reviewed By: 11.7 are used
lcnirrC ,Saocceclo ST, 17/02/2026
Signature Date
Name/Title

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Sole Source (FM Thomas) 2 . 17.26
Final Audit Report 2026-02-17
Created: 2026-02-17
By: Jessica Gordon([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAikKJnPO4x9vIOgFYrrk-Bh2yZPNGfGTu "Sole Source (FM Thomas) 2. 17.26" History
Document created by Jessica Gordon ([email protected]) 2026-02-17-6:45:31 PM GMT
• Document emailed to Emily Saucedo ([email protected])for signature 2026-02-17-6:45:37 PM GMT
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of °pt

6.1 CITY OF UPLAND
•

BUDGET AMENDMENT
9t7F00
Date: 2/23/2026 Fiscal Year: FY25-26
Requested by: Charles Kwon Amount: $ 448,293.00 Dept/Div: Finance Description: 2/23/2026 Council Meeting PD HVAC Chiller Replacement

EXPENDITURES
Proposed
Account Number Dept/Account Description Adopted Budget Current Budget Amendment Amended Budget 4197500-5540-79001 Police DIF HVAC Chiller Rplcmr - - 448,293.00 448,293.00 Total - - 448,293.00 448,293.00

REVENUES
Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget Total - -Fiscal Impact 448,293.00
REASON/JUSTIFICATION (Please be specific)
❑ Reallocation of maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant, donations of other sources (deposit) ❑ Emergency purpose:

Description of Expense:

El Other- Explain:

POLICE DEPARTMENT HVAC CHILLER REPLACEMENT PROJECT
This request is directly related to:
❑ Purchase Requisition No. Vendor:

El Council Meeting action: 2/23/2026 (Attach copy of minutes) Increase Purchase Order# OR Requisition #

APPROVALS
Dept Head Approval: Date:

Finance Officer: Date:

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

Finance Division Only:

BA#: 08266053 Help Ticket#: N/A
Journal #: Initial/Date:

Revised:3/2024 Page 3223WogQ24 PM

pFEtp

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
-41,0131,
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.

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.

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):

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. qjr7/11/73,
Date Signature of authorized individual
14t—rti+towtm, 4/4
Company/Applicant Name
(Levine Act definitions on reverse side)

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U ��U�� U�� U�U�U��
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than a contract that is competitively bid. e labor
oom1mact, or personal employment contract.

Any person who files an application for, orimthe
Part/ subject of, a proceeding involving e license, permit, or Gov. Code 84308(a)(1) other entitlement for use.

Any person who io not a party but who actively '
supports or opposes a particular decision ina
proceeding involving o license, permit, orother
enbt|ennentfor use and vxhUhas a financial interest iD (�o�� (�od� 843O8(a)(2) Participant the decision.A person actively supports ur opposes m FPpCReq1O438.4 particular decision ina proceeding if that person -
lobbies in person the officers or employees ofthe
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 orotherwise
comnmnunicohaaxviththe govarnrnanto| agency for the Agent communicates Rwq 184383 See
�
FPPC Reg 10438.3 for exceptions for certain
consultants.

Auon1rGot required by law to be awarded to the lowest
responsible bidder with m responsive bid, or, ifthe
FPPC Req
Competitively Bid successful bidder refuses or ��ut�the --- - 18438�(�)(3)A\)
con�aot. to the next|oxvestbidder vvi[haresponsive
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bid.
/\contract or agreement reached through collective
bargaining or with a representative group regarding
Labor Contract
the salary, '
ben��to or terms and conditions under an FPPCReQ
employment Or retirement policy for employees Or 18438.2(a)(3)(8\ retineeo, including e project labor agreement entered
under Public Contract Code Section 35OO.

Personal '
/\cmn�aot for erno|oyrngrd' including the terms and
conditions ofarnp|oyrnent between FP�(� Reg
�mm��mm��t ' � �
aD agency eOmp|oyee A��ntn3��xv|th �niDd�p�Od�O� 1��3� 2(a)(3)((�)-([}) ��Kmmm� ' '
contractor is NOT personal employment contract.

Page 535 ends

4c,°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:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

LORALEE FARRIS,PLANNING MANAGER
SUBJECT: CONSIDERATION OF AN ORDINANCE AMENDING CHAPTER 17.37 OF UPLAND MUNICIPAL CODE ON ADUs AND JADUs
RECOMMENDED ACTION:

It is recommended that the City Council conduct a public hearing and: 1)Hold first reading by title only,waive further reading and introduce an Ordinance(Attachment A)approving Zoning Code Amendment No.25-0004,which amends Upland Municipal Code Chapter 17.37 to update regulations pertaining to Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs) in accordance with recent updates in State legislation; and 2)Determine that the project is statutorily exempt from the California Environmental Quality Act(CEQA) pursuant to California Public Resources Code Section 21080.17.

GOAL STATEMENT
The proposed action supports the City's goals of maintaining compliance with state law,as well as providing for high quality housing in a range of types, densities, and unit sizes that meet the housing needs of residents of all income levels,promoting equal and fair housing opportunities for all residents, and facilitating the development of a mix of prices,types,and affordability of housing products through the implementation of flexible standards and an efficient permitting process.

BACKGROUND
In recent years,the California Legislature has approved,and the Governor has signed into law,a number of bills that impose new limits on local authority to regulate Accessory Dwelling Units(ADUs) and Junior Accessory Dwelling Units(JADUs). To remain valid,the City's ADU ordinance must be amended to comply with changes in State law.

Adopting the proposed ordinance(See Attachment 1)ensures that the City's ADU ordinance will be consistent with and valid under State law.

On January 28,2026,the Planning Commission held a noticed public hearing and discussed the City's changes to the ADU and JADU Ordinance. The Commission adopted a Resolution(See Attachment 2)recommending that the City Council adopt the Zoning Code Amendment,amending Upland Municipal Code Chapter 17.37 to address the changes in State law.

ISSUES AND ANALYSIS
In late 2025,four new bills were enacted that further amend State ADU law as summarized below:

AB 462—Coastal Development Permits;Disaster-Affected Areas Beyond changes to Coastal Development Permits processing,AB 462 modified the rules governing the issuance of a Certificate of Occupancy(C of 0)for an ADU.Historically, State law has prohibited a local agency from issuing a C of 0 for an ADU before one is issued for the primary dwelling(i.e.,the primary dwelling must have a C of 0 before the ADU can receive one).AB 462 creates a narrow exception to this prohibition for detached ADUs when all of the following conditions are satisfied:
(1) The Governor has declared a state of emergency for the county on or after February 1,2025; (2) The primary dwelling was substantially damaged or destroyed by an event referenced in the state of emergency proclamation;and
(3) The ADU has been issued construction permits and passed all required inspections. (Gov. Code, § 66328(b).)If these conditions are satisfied,the detached ADU can receive a C of 0 before the primary

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dwelling. In all other scenarios,the primary dwelling still needs a C of 0 before one can be issued for an ADU.

AB 462 was enacted as an urgency measure that took effect immediately when signed by the Governor(on October 10,2025).The following three bills were enacted as non-urgency measures and take effect on January 1,2026.

AB 1154—JADU Owner-Occupancy; Short-Term Rental
When a JADU is developed,existing State law requires a property owner to reside in the JADU or remaining portion of the single-family dwelling. AB 1154 narrows this requirement to now only apply when a JADU shares sanitation facilities(bathroom)with the single-family dwelling.If the JADU has its own bathroom,then the property owner does not have to reside on the property at all. (See amended Gov.Code, § 66333(b).) AB 1154 also expressly prohibits JADUs from being used as short-term rentals(i.e.,rented for a term shorter than 30 days). (See amended Gov. Code, § 66333(g).).The City's ADU Ordinance already included this prohibition(as well as prohibiting ADUs from being used as short-term rentals).But now it's required by state law.

SB 9; SB 543—Ordinance Submittal to HCD;Approval
Under existing law,local agencies are required to submit a copy of their ADU ordinance to the California Department of Housing and Community Development(HCD)within 60 days of adoption.

This year's SB 91 and SB 543 create a penalty for failing to do so by rendering null and void any local ordinance that is not submitted to HCD within 60 days of adoption. (See amended Gov. Code, § 66326(d); new Gov. Code, § 66333.5(d).). The bills further specify that a local ADU ordinance is null and void if HCD issues findings that the ordinance does not comply with State law and the local agency fails to respond to HCD within 30 days. (Id.) SB 543—ADU Size;Number of ADUs;Impact Fees;Application Timeline SB 543 makes numerous changes and clarifications to State ADU law, the most notable of which are summarized below.

ADU&JADU Size
Existing law limits the maximum size of a JADU to 500 square feet and prohibits local ADU ordinances from imposing certain development standards that would prevent an ADU created under Government Code section 66314 through 66322 from being at least 800 square feet. SB 543 amends state ADU law to specify that allowable square footage of an ADU or JADU refers to square footage of "interior livable space." (See amended Gov. Code, § 66313(d), 66321(b)(2).)
Impact Fees
Existing law exempts ADUS that are 750 square feet or smaller from development impacts fees (DIFs). SB 543 clarified that DIFs may not be imposed on an ADU that has 750 or fewer square feet of interior livable space or on a JADU with 500 or fewer square feet of interior livable space.The bill also exempts an ADU or JADU with fewer than 500 square feet of interior livable space from school impact fees.(See amended Gov. Code, § 66311.5.) Quantity of ADUs Created Under Government Code Section 66323 Previous to these updates, State law had created four categories of ADUs that must be approved if they comply with the limited standards provided in Government Code section 66323(a)(1)—(4).These are:
(1) A converted ADU and JADU created on a lot with a proposed or existing single-family dwelling(Gov.

Code, § 66323(a)(1));
(2) A detached ADU not exceeding 800 square feet created on a lot with a proposed or existing single family dwelling(Gov.Code, § 66323(a)(2));
(3) Converted ADUs created in an existing multifamily dwelling,up to a quantity equal to 25 percent of the existing multifamily dwelling units. (Gov.Code, § 66323(a)(3));and (4) Detached ADUs created on a lot with a proposed or existing multifamily dwelling. (Gov. Code, § 66323(a)(4));
1 Not to be confused with the SB 9 of 2021 (Stats.2021,Ch. 162)regarding urban lot splits and second primary dwelling units.

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State law had previously never contained a provision specifying that ADUs created under Government Code Section 66323 could be combined(e.g. allowing someone to both establish a converted ADU and construct a detached ADU on the same single-family property). The common interpretation of the statute was to not require local agencies to allow combinations. Initially,HCD took the same position, indicating only one of the four categories could utilized, as published in their 2020 ADU Handbook. But for the last few years,HCD amended their interpretation of the law, taking the opposite position:that yes,combinations are permitted.(See HCD January 2025 ADU Handbook. [Pursuant to Government Code section 66323, subdivision (a), local governments must allow units created pursuant to subparagraphs(1)and(2)together or(3)and(4)together"].)
SB 543 codifies HCD's most recent interpretation by amending Government Code section 66323 to specifically allow combinations.Thus,a lot with a multifamily dwelling can now have a converted ADU or ADUs created under section 66323(a)(3)and detached ADUs created under section 66323(a)(4).Also,a lot with a single family dwelling can now have a converted ADU and a JADU created under section 66323(a)(1) and a detached ADU created under section 66323(a)(2).

ADU Permitting Process
Existing law has long required local agencies to approve or deny an ADU application within 60 days of receiving a complete application. However, State law was silent with respect to incompleteness determinations, subsequent resubmittals,and appealing local decisions on ADU applications.

SB 543 requires local agencies to now:
(1) Determine whether an ADU application is complete within 15 business days of submittal; (2) If the application is incomplete,within the same 15 days provide the applicant with a list of incomplete items and how to address them;
(3) Review a resubmitted application for completeness within 15 business days; (4) Provide the applicant with a written appeal process for any incompleteness determination or denial(to the Planning Commission or City Council,or both);and
(5) Provide a final written determination on the appeal within 60 business days of receiving the appeal). (See amended Gov. Code, §§ 66317 [ADUs],66335 [JADUs].) Housing and Community Development(HCD)Comments
On April 21,2025,following the adoption of the City's 2025 ADU Ordinance No. 1993,adopted by the City Council on April 14, 2025,the Development Services Department submitted the Ordinance to the Housing and Community Development(HCD)Review,pursuant to state law. HCD determined that additional modifications to the Ordinance would be required to comply with State ADU laws. These have been addressed in this ADU Ordinance,which include:
• Removing the definitions for "Attached ADU" and "Detached ADU", removing potential inconsistencies with definitions contained within State ADU law. • Modifying the definition for"Primary Dwelling"to refer to the primary single-family and multifamily dwelling(s).
• Removing the requirement for a deed restriction for ADUs. • Incorporating language in the Ordinance on reviewing an ADU or JADU application for completeness.

Clean-up Items
Class 1 and Class 2 ADUs
Pursuant to ordinance updates recommended by the City Attorney,the ADU Ordinance is updated to redefine ADUs as either Class 1 or Class 2 ADUs.Both types of ADUs will require approval of an ADU permit and building permit.

Class 1 ADU:An ADU that meets any of the State's existing four exemption categories that must be approved if they comply with the limited standards provided in Government Code section 66323(a)(1 through 4). Class 2 ADU: A locally regulated ADU approved under Government Code Sections 66314-66322, which must comply with the development standards contained within Section 17.37.070 of the Upland Municipal Code.

Building Separation
Section 17.37.070(C) was added to establish a minimum building separation of seven (7) feet between primary dwelling(s) on the property and a proposed detached ADU, and six (6) feet between the detached ADU and one or more accessory buildings. These separation requirements are already required for accessory buildings in residential zones,within Section 17.19.050(D)of the Upland Municipal Code. The addition of these provisions within Chapter

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17.37 clarify their applicability to Class 2 ADUs and promotes additional privacy between units.Pursuant to state law, the application of this development standard will be implemented so as to not limit the ability to construct an ADU up to 800 square feet,as long as they still comply with state law,as well as building and fire codes.

Landscape Requirements
Amendments to landscaping requirements,that would be applicable to Class 2 ADUs,have been clarified to remove ambiguities pertaining to landscaping species that are used for screening purposes. These updates specify that plant specimens must be a species capable of growing to and being maintained to a height of six feet.

Next Steps&Recommendation
AB 462 took effect immediately when signed,but technically it doesn't require any change to a local ADU ordinance; the City just needs to follow the new rules for issuance of a Certificate of Occupancy, if applicable. The remaining bills took effect January 1,2026, and for the City's ADU ordinance to remain valid and enforceable, it must comply with the new changes in State law. Adopting the proposed ordinance (Exhibit A to Attachment 2) ensures that the City's ADU ordinance will remain in compliance with state law. For these reasons, it is recommended that the City Council adopt the proposed ordinance(Attachment 1).

ENVIRONMENTAL DETERMINATION
Under California Public Resources Code section 21080.17,CEQA does not apply to the adoption of an ordinance by a city or county implementing the provisions of Chapter 13 of Division 1 of Title 7 of the California Government Code,which is California's ADU law.Therefore,the proposed ordinance is statutorily exempt from CEQA in that the proposed ordinance implements state ADU law.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Determine to be Exempt.

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ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
UPLAND AMENDING CHAPTER 17.37 OF THE UPLAND

MUNICIPAL CODE RELATING TO ACCESSORY DWELLING

UNITS AND JUNIOR ACCESSORY DWELLING UNITS AND

FINDING THE ACTION TO BE STATUTORILY EXEMPT FROM
CEQA UNDER PUBLIC RESOURCES CODE § 21080.17
WHEREAS, the City of Upland, California ("City") is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, state law authorizes cities to act by ordinance to provide for the creation and regulation of accessory dwelling units ("ADUs") and junior accessory dwelling units ("JADUs"); and
WHEREAS, in recent years, the California Legislature has approved, and the Governor has signed into law, numerous bills that, among other things, amend various sections of the Government Code to impose new limits on local authority to regulate ADUs and JADUs; and
WHEREAS, in 2025, the California Legislature approved, and the Governor signed into law, further amendments to state ADU law; and WHEREAS, new updates to state ADU law took effect on January 1, 2026, and for the City's ADU ordinance to remain valid, it must be amended to reflect the most recent changes to state law; and
WHEREAS, the City desires to amend its local regulatory scheme for the construction of ADUs and JADUs to reflect the most recent changes to state law; and WHEREAS, on January 28, 2026 at 6:30 p.m., the Planning Commission held a duly-noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning this proposed Ordinance (Zoning Code Amendment No. 25-0004). Following the public hearing, the Planning Commission adopted Resolution No. 5045 recommending that the City Council adopt an Ordinance amending Chapter 17.37 of the City of Upland Municipal Code relating to Accessory Dwelling Units and Junior Accessory Dwelling Units; and WHEREAS, a notice of a public hearing on said application has been given in the manner and for the time required by law; and
WHEREAS, on February 23, 2026 the City Council held a duly-noticed public hearing to consider the Ordinance, including: (1) the public testimony and agenda reports prepared in connection with the Ordinance, (2) the policy considerations discussed therein, and (3) the consideration and recommendation by the City's Planning Commission; and
WHEREAS, all legal prerequisites to the adoption of the Ordinance have occurred.

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Ordinance No.

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

Section 1. Incorporation. The above recitals are true and correct and are hereby incorporated herein by this reference and adopted as findings by the City Council.

Section 2. CEQA. Under California Public Resources Code section 21080.17, the California Environmental Quality Act ("CEQA") does not apply to the adoption of an ordinance by a city or county implementing the provisions of Chapter 13 of Division 1 of Title 7 of the California Government Code, which is California's ADU law.

Therefore, adoption of the Ordinance is statutorily exempt from CEQA in that it implements state ADU law.

Section 3. Findings. The Planning Commission hereby makes the following findings and determinations in connection with the recommendation for approval of the Project:

1. Finding: The proposed Ordinance does not conflict with any community or specific plan and is consistent with the following General Plan policies and programs:

Evidence: The proposed Ordinance does not conflict with any community or specific plan and is consistent with the following General Plan policies and programs:
a. Land Use Policy LU-1.5 and Housing Element Policy HE-2.2: Provide high-quality housing in a range of types, densities, and unit sizes that meets the housing needs of residents of all income levels.

Fact: The proposed Ordinance is consistent with policies in the Land Use and Housing Elements that provide high-quality housing in a range of types, by setting objective development standards for ADUs and JADUs that are consistent with state law while also providing for a housing type that meets the needs of residents of all income levels. b. Housing Element - Program 9 - Accessory Dwelling Units - Objective:

Review State ADU law annually and process amendments to local regulations as necessary to ensure conformance with current law.

Fact: The proposed ordinance meets the objective under Program 9 of the Housing Element, as it specifically involves a review of State ADU law and the processing of amendments to local regulations to ensure conformance with current law.

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

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Ordinance No.

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Evidence: The proposed Ordinance is in the interest of public interest, health, safety, and welfare of the City for several reasons, and will not be detrimental. The City has an interest, as emphasized in the General Plan, in ensuring consistency of their ordinances with state law, and the amendments incorporated contain changes adopted into the California Government Code, effective as of January 1, 2026.

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

Evidence: The proposed amendment does not conflict with any other sections of the Zoning Ordinance.

Section 4. Code Amendment. Chapter 17.37 of the Upland Municipal Code is hereby amended and restated to read in its entirety as provided in Exhibit "A" attached hereto and incorporated herein by reference.

Section 5. Effective Date. This Ordinance takes effect 30 days after its adoption.

Section 6. HCD Submittal. In accordance with Government Code sections 66326 and 66333.5, the Development Services Director is directed to submit a copy of this Ordinance to the California Department of Housing and Community Development within 60 days after adoption.

Section 7. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published in a newspaper of general circulation printed and published within the City of Upland, pursuant to all legal requirements.

Section 8. Custodian of Records. The custodian of records for this Ordinance is the City Clerk and the records comprising the administrative record are located at 460 N. Euclid Avenue, Upland, CA 91786.

Section 9. Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof.

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Ordinance No.

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PASSED, APPROVED, AND ADOPTED this 9th day of March, 2026 Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, California, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Upland held on the 23rd of February, 2026, and was adopted at a regular meeting of the City Council of the City of Upland on the 9th day of March, 2026, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

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Ordinance No.

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EXHIBIT A
Amended ADU Regulations
(follows this page)

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Ordinance No.

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Title 17. Zoning Ordinance
Part 4. Special Land Use Regulations
Chapter 17.37. ACCESSORY DWELLING UNITS
§ 17.37.010. Purpose.

The purpose of this chapter is to allow and regulate accessory dwelling units (ADUs) and junior accessory dwelling units (JADUs) in compliance with Chapter 13 of Division 1 of Title 7 of the California Government Code. § 17.37.020. Effect of Conforming.

An ADU or JADU that conforms to the standards in this chapter will not be:

A. Deemed to be inconsistent with the City's General Plan and zoning designation for the lot or property on which the ADU or JADU is located.

B. Deemed to exceed the allowable density for the lot on which the ADU or JADU is located.

C. Considered in the application of any local ordinance, policy, or program to limit residential growth.

D. Required to correct a nonconforming zoning condition, as defined in Section

17.37.030 below. This does not prevent the City from enforcing compliance with applicable building standards in accordance with Health and Safety Code Section 17980.12.
§ 17.37.030. Definitions.

As used in this chapter, the following terms are defined as follows:
"Accessory dwelling unit" or "ADU" means an attached or a detached residential dwelling unit that provides complete independent living facilities for one or more persons and is located on a lot with a proposed or existing primary residence.

An accessory dwelling unit also includes the following:

1. An efficiency unit, as defined by Section 17958.1 of the California Health and Safety Code; and

2. A manufactured home, as defined by Section 18007 of the California Health and Safety Code.
"Accessory structure" means a structure that is accessory and incidental to a dwelling located on the same lot.
"Complete independent living facilities" means permanent provisions for

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Ordinance No.

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living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family or multifamily dwelling is or will be situated. "Director" means the Development Services Director or designee.
"Efficiency kitchen" means a kitchen that includes all of the following:

1. A cooking facility with appliances.

2. A food preparation counter and storage cabinets that are of a reasonable size in relation to the size of the JADU.
"Existing structure" means an existing single-family dwelling, multifamily dwelling, or other accessory structure that can be safely converted into habitable space under the California Building Standards Code, as amended by the City, and other applicable law.
"Junior accessory dwelling unit" or "JADU" means a residential unit that satisfies all of the following:

1. It is no more than 500 square feet of interior livable space in size;

2. It is contained entirely within an existing or proposed single-family structure. An enclosed use within the residence, such as an attached garage, is considered to be a part of and contained within the single-family structure;

3. It includes its own separate sanitation facilities or shares sanitation facilities with the existing or proposed single-family structure;

4. If the unit does not include its own separate bathroom, then it shall contain an interior entrance to the main living area of the existing or proposed single-family structure in addition to an exterior entrance that is separate from the main entrance to the primary dwelling; and

5. It includes an efficiency kitchen, as defined in this section. "Livable space" means a space in a dwelling intended for human habitation, including living, sleeping, eating, cooking, or sanitation. "Living area" means the interior habitable area of a dwelling unit, including basements and attics, but does not include a garage or any accessory structure. "Nonconforming zoning condition" means a physical improvement on a property that does not conform with current zoning standards.

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Ordinance No.

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"Passageway" means a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the ADU or JADU.
"Primary dwelling" means the existing or proposed single-family or multifamily dwelling(s) on the lot where an ADU would be located.
"Proposed dwelling" means a dwelling that is the subject of a building permit application and that meets the requirements for permitting. "Public transit" means a location, including, but not limited to, a bus stop or train station, where the public may access buses, trains, and other forms of transportation that charge set fares, run on fixed routes, and are available to the public.
"Tandem parking" means that two or more automobiles are parked on a driveway or in any other location on a lot, lined up behind one another. § 17.37.040. Approvals.

The following approvals apply to ADUs and JADUs under this chapter:

A. Ministerial ADU and Building Permits Required. Every ADU or JADU requires an ADU permit and a building permit. The city will review and approve permit applications in accordance with Section 17.37.040(C) below.

B. Processing Fee. The city may charge a fee to reimburse it for costs incurred in processing ADU permits, including the costs of adopting or amending the city's ADU ordinance. The ADU-permit processing fee is determined by the Director of Development Services and approved by the City Council by resolution.

C. Process and Timing.

1. Completeness.
a. Determination in 15 days. The city will determine whether an application to create or serve an ADU or JADU is complete and will provide written notice of the determination to the applicant within 15 business days after the city received the application submittal. b. Incomplete items. If the city's determination under Section

17.37.040(C)(1)(a), above, is that the application is incomplete, the city's notice must list the incomplete items and describe how the application can be made complete.
c. Cure. After receiving a notice that the application is incomplete, the applicant may cure and address the items that were deemed by the city to be incomplete.
d. Subsequent submittals. If the applicant submits additional information

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to address incomplete items, within 15 business days of the subsequent submittal the city will determine in writing whether the additional information remedies all the incomplete items that the city identified in its original notice. The city may not require the application to include an item that was not included in the original notice.
e. Deemed complete. If the city does not make a timely determination as required by this subsection (C)(1), the application or resubmitted application is deemed complete for the purposes of Section

17.37.040(C)(1)(3) below.
f. Appeal of incompleteness. An applicant may appeal the city's determination that the application is incomplete by submitting a written appeal to the Development Service Department. The Planning Commission will review the written appeal and affirm or reverse the completeness determination and provide a final written determination to the applicant within 60 business days after receipt of the appeal.

2. No discretion or hearing. Ministerial permits for an ADU or JADU are considered and approved without discretionary review or a hearing.

3. Deadline to approve or deny ministerial approvals. The city must approve or deny an application to create an ADU or JADU within 60 days from the date that the city receives a complete application. If the city has not approved or denied the complete application within 60 days, the application is deemed approved unless either:
a. The applicant requests a delay, in which case the 60-day time period is tolled for the period of the requested delay, or
b. When an application to create an ADU or JADU is submitted with a permit application to create a new single-family or multifamily dwelling on the lot, the city may delay acting on the permit application for the ADU or JADU until the city acts on the permit application to create the new single-family or multifamily dwelling, but the application to create the ADU or JADU will still be considered ministerially without discretionary review or a hearing.

4. Denial. If the city denies an application to create an ADU or JADU, the city must provide the applicant with comments that include, among other things, a list of all the defective or deficient items and a description of how the application may be remedied by the applicant. Notice of the denial and corresponding comments must be provided to the applicant within the 60- day time period established by Section 17.37.040(C)(3) above.

5. Appeal of denial. An applicant may appeal the city's denial of the application by submitting a written appeal to the Development Services Department.

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The Planning Commission will review the written appeal and affirm or reverse the denial and provide a final written determination to the applicant within 60 business days after receipt of the appeal.

6. Concurrent review of demolition. A demolition permit for a detached garage that is to be replaced with an ADU is reviewed with the application for the ADU and issued at the same time.
§ 17.37.050. Classes.

A. Class 1: Statutorily Regulated. Class 1 ADUs and JADUs are approved under Government Code Section 66323. If an ADU or JADU complies with each of the general requirements in Section 17.37.060 below, it is allowed in each of the scenarios provided in this Section 17.37.050(A). An ADU and JADU approved under Section 17.37.050(A)(1) may be combined with an ADU approved under Section 17.37.050(A)(2), and ADUs approved under Section 17.37.050(A)(3) may be combined with ADUs approved under Section 17.37.050(A)(4).

1. Converted on Single-Family Lot. One ADU as described in subsection (A)(1) and one JADU on a lot with a proposed or existing single-family dwelling on it, where the ADU orJADU:
a. Is either: within the space of a proposed single-family dwelling; within the existing space of an existing single-family dwelling; or (in the case of an ADU only) within the existing space of an accessory structure, plus up to 150 additional square feet if the expansion is limited to accommodating ingress and egress; and
b. Has exterior access that is independent of that for the single-family dwelling; and
c. Has side and rear setbacks sufficient for fire and safety, as dictated by applicable building and fire codes; and
d. The JADU complies with the requirements of Government Code Sections 66333 through 66339.

2. Limited Detached on Single-Family Lot. One detached, new-construction ADU on a lot with a proposed or existing single-family dwelling, if the detached ADU satisfies the following limitations:
a. The side-and rear-yard setbacks are at least four feet. b. The total floor area is 800 square feet of livable space or smaller. c. The peak height above grade does not exceed the applicable height limit in Section 17.37.060(B) below.

3. Converted on Multifamily Lot. One or more ADUs within portions of existing multifamily dwelling structures that are not used as livable space, including,

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but not limited to, storage rooms, boiler rooms, passageways, attics, basements, or garages, if each converted ADU complies with State building standards for dwellings. Under this subsection (A)(3), at least one converted ADU is allowed within an existing multifamily dwelling, up to a quantity equal to 25 percent of the existing multifamily dwelling units.

4. Limited Detached on Multifamily Lot. No more than two detached ADUs on a lot with a proposed multifamily dwelling, or up to eight detached ADUs on a lot with an existing multifamily dwelling, if each detached ADU satisfies the following:
a. The side-and rear-yard setbacks are at least four feet. If the existing multifamily dwelling has a rear or side setback of less than four feet, the city will not require any modification to the multifamily dwelling as a condition of approving the ADU.
b. The peak height above grade does not exceed the applicable height limit provided in Section 17.37.060(B) below.
c. If the lot has an existing multifamily dwelling, the quantity of detached ADUs shall not exceed the number of multifamily dwelling units on the lot.

B. Class 2: Locally Regulated. Class 2 ADUs are approved under Government Code Sections 66314-66322. Except for Class 1 ADUs approved under Section

17.37.050(A) above, all ADUs are subject to the standards set forth in Sections

17.37.060 and 17.37.070 below.
§ 17.37.060. General Requirements.

The following requirements apply to all Class 1 and Class 2 ADUs and JADUs:

A. Zoning.

1. A Class 1 ADU approved under Section 17.37.050(A) above may be created on a lot in a residential or mixed-use zone.

2. A Class 2 ADU approved under Section 17.37.050(B) above may be created on a lot that is zoned to allow single-family dwelling residential use or multifamily dwelling residential use.

3. In accordance with Government Code Section 66333(a), a JADU may only be created on a lot zoned for single-family residences.

B. Height.

1. Except as otherwise provided by subsections (B)(2) and (B)(3) below, a detached ADU created on a lot with an existing or proposed single-family or multifamily dwelling unit may not exceed 16 feet in height.

2. A detached ADU may be up to 18 feet in height if it is created on a lot with

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an existing or proposed single-family or multifamily dwelling unit that is located within one-half mile walking distance of a major transit stop or a high quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code, and the ADU may be up to two additional feet in height (for a maximum of 20 feet) if necessary to accommodate a roof pitch on the ADU that is aligned with the roof pitch of the primary dwelling unit.

3. A detached ADU created on a lot with an existing or proposed multifamily dwelling that has more than one story above grade may not exceed 18 feet in height.

4. An ADU that is attached to the primary dwelling may not exceed 25 feet in height or the height limitation imposed by the underlying zone that applies to the primary dwelling, whichever is lower. Notwithstanding the foregoing, ADUs subject to this subsection (B)(4) may not exceed two stories.

5. For purposes of this subsection B, height is measured above existing legal grade or the level of the lowest floor, whichever is lower, to the peak of the structure.

C. Fire Sprinklers.

1. Fire sprinklers are required in an ADU if sprinklers are required in the primary residence.

2. The construction of an ADU or JADU does not trigger a requirement for fire sprinklers to be installed in the primary dwelling.

D. Rental Term. No ADU or JADU may be rented for a term that is shorter than 30 days. This prohibition applies regardless of when the ADU or JADU was created.

E. No Separate Conveyance. An ADU or JADU may be rented, but, except as otherwise provided in Government Code Section 66341, no ADU or JADU may be sold or otherwise conveyed separately from the primary dwelling (in the case of a single-family lot) or from the lot and all of the dwellings (in the case of a multifamily lot).

F. Septic System. If the ADU or JADU will connect to an onsite wastewater- treatment system, the owner must include with the application a percolation test completed within the last five years or, if the percolation test has been recertified, within the last 10 years.

G. Owner Occupancy.

1. ADUs. ADUs are not subject to an owner-occupancy requirement.

2. JADUs.
a. Generally. As required by state law, JADUs are generally subject to an owner-occupancy requirement. A natural person with legal or equitable title to the property must reside on the property, in either the primary dwelling or the JADU, as the person's legal domicile and permanent

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residence.
b. Exceptions. The owner-occupancy requirement in this Section

17.37.060(G)(2) does not apply in either of the following situations:
i. The JADU has separate sanitation facilities (i.e., does not share sanitation facilities with the existing primary dwelling unit structure).
ii. The property is entirely owned by another government agency, land trust, or housing organization.

H. Deed Restriction. Prior to issuance of a certificate of occupancy for a JADU, a deed restriction must be recorded against the title of the property in the County Recorder's office and a copy filed with the Development Services Department.

The deed restriction must run with the land and bind all future owners. The form of the deed restriction will be provided by the City and must provide that:

1. The JADU may not be sold separately from the primary dwelling.

2. The JADU is restricted to the approved size and to other attributes allowed by this section.

3. The deed restriction runs with the land and may be enforced against future property owners.

4. The deed restriction may be removed if the owner eliminates the JADU, as evidenced by, for example, removal of the kitchen facilities. To remove the deed restriction, an owner may make a written request to the Director, providing evidence that the JADU has in fact been eliminated. The Director may then determine whether the evidence supports the claim that the JADU has been eliminated. Appeal may be taken from the Director's determination consistent with other provisions of this Code. If the JADU is not entirely physically removed, but is only eliminated by virtue of having a necessary component of an JADU removed, the remaining structure and improvements must otherwise comply with applicable provisions of this Code.

5. The deed restriction is enforceable by the Director or their designee for the benefit of the City. Failure of the property owner to comply with the deed restriction may result in legal action against the property owner, and the City is authorized to obtain any remedy available to it at law or equity, including, but not limited to, obtaining an injunction enjoining the use of the JADU in violation of the recorded restrictions or abatement of the illegal unit.

I. Building and Safety.

1. Must Comply with Building Code. Subject to subsection (I)(2) below, all ADUs and JADUs must comply with all local building code requirements.

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2. No Change of Occupancy. Construction of an ADU does not constitute a Group R occupancy change under the local building code, as described in Section 310 of the California Building Code, unless the Building Official or Code Enforcement officer makes a written finding based on substantial evidence in the record that the construction of the ADU could have a specific, adverse impact on public health and safety. Nothing in this subsection (I)(2) prevents the City from changing the occupancy code of a space that was uninhabitable space or that was only permitted for nonresidential use and was subsequently converted for residential use in accordance with this section.

J. Certificate of Occupancy Timing.

1. Generally. No certificate of occupancy for an ADU or JADU may be issued before the certificate of occupancy is issued for the primary dwelling unit.

2. Limited Exception for State-declared Emergencies. Notwithstanding subsection (J)(1) above, a certificate of occupancy for an ADU may be issued before a certificate of occupancy for the primary dwelling if each of the following requirements are met:
a. The county is subject to a proclamation of a state of emergency made by the California Governor on or after February 1, 2025. b. The primary dwelling was substantially damaged or destroyed by an event referenced in the Governor's state of emergency proclamation. c. The ADU has been issued construction permits and has passed all required inspections.
d. The ADU is not attached to the primary dwelling.
§ 17.37.070. Specific ADU Requirements.

The following requirements apply only to Class 2 ADUs approved under Section

17.37.050(B) above. This section does not apply to Class 1 ADUs or JADUs approved under Section 17.27.050(A) above.

A. Maximum Size.

1. The maximum size of a detached or attached ADU subject to this section is 850 square feet of interior livable space for a studio or one-bedroom unit and 1,000 square feet of interior livable space for a unit with two or more bedrooms.

2. An attached ADU that is created on a lot with an existing primary dwelling is further limited to 50 percent of the floor area of the existing primary dwelling.

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3. Application of other development standards in this section, such as FAR or lot coverage, might further limit the size of the ADU, but no application of the percent-based size limit in subsection (A)(2) above or of an FAR, front setback, building separation, lot coverage limit, or open-space requirement may require the ADU to be less than 800 square feet.

B. Setbacks.

1. ADUs that are subject to this section must conform to a minimum 4-foot side yard and rear yard setbacks. ADUs that are subject to this section must also conform to a minimum 25-foot front-yard setback, subject to subsection (A)(3) above.

2. The setback on the street side of a corner lot must be a minimum of 15 feet, subject to subsection (A)(3) above.

3. All corner lots shall provide and maintain a clear vision triangle at the intersection of streets' right-of-way for the purpose of traffic safety.

4. No setback is required for an ADU that is subject to this section if the ADU is constructed in the same location and to the same dimensions as an existing structure.

C. Building Separation.

1. There shall be a minimum separation of 7 feet between the primary dwelling(s) and a proposed detached ADU, subject to subsection (A)(3).

2. The minimum distance between a proposed detached ADU and one or more accessory buildings shall be 6 feet.

3. If an ADU is constructed in the same location and to the same dimensions as an existing structure, the existing building separation may be maintained.

4. Building separation requirements shall also comply with applicable City building and fire code requirements.

D. Lot Coverage.

1. No ADU subject to this section that is located in the RS-15 or RS-20 zone shall cause the total lot coverage of the lot to exceed 35 percent, subject to subsection (A)(3) above.

2. No ADU subject to this section that is located in the RS-10 zone shall cause the total lot coverage of the lot to exceed 40 percent, subject to subsection (A)(3).

3. No ADU subject to this section that is located in the RS-7.5 zone shall cause the total lot coverage of the lot to exceed 45 percent, subject to subsection (A)(3).

4. No ADU subject to this section that is located in the RS-4 zone shall cause the total lot coverage of the lot to exceed 50 percent, subject to subsection (A)(3).

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5. No ADU subject to this section that is located in the B/R-MU zone shall cause the total lot coverage of the lot to exceed 45 percent, subject to subsection (A)(3).

E. Minimum Outdoor Living Space. No ADU subject to this section that is located in the RM-10, RM- 20 or RM-30 zone may cause the private and common outdoor living space of the lot to fall below the following requirements, subject to subsection (A)(3):

1. Private Outdoor Living Space. Private open space shall be provided at a ratio of 100 square feet per dwelling unit, with a minimum dimension of eight feet on any side and a configuration that would accommodate a rectangle of at least 100 square feet.

2. Common Outdoor Living Space. Common open space shall be provided at a ratio of 250 square feet per dwelling unit. Common open space shall be at least 25 feet clear on any side.
a. Portions of setbacks (excluding the front yard setback) that are contiguous with and an integral part of, the outdoor living space may be included in calculating the area and minimum dimensions of such space. Driveways and parking areas shall not be included in calculations of outdoor living space.
b. The review authority may permit the common open space to be decreased or eliminated as long as there is an equal increase in private open space or open space on site for public use that results in the same total open space square footage as otherwise required.

F. Passageway. No passageway, as defined by Section 17.37.030, is required for an ADU.

G. Parking.

1. Generally. One off-street parking space is required for each ADU or bedroom, whichever is less. The parking space may be provided in setback areas or as tandem parking, as defined by Section 17.37.030 (Definitions) above.

2. Exceptions. No parking under subsection (F)(1) is required in the following situations:
a. The ADU is located within one-half mile walking distance of public transit, as defined in Section 17.37.030 (Definitions) above. b. The ADU is located within an architecturally and historically significant historic district.
c. The ADU is part of the proposed or existing primary residence or an accessory structure.

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d. When on-street parking permits are required but not offered to the occupant of the ADU.
e. When there is an established car share vehicle stop located within one block of the ADU.
f. When the permit application to create an ADU is submitted with an application to create a new single-family or new multifamily dwelling on the same lot, provided that the ADU or the lot satisfies any other criteria listed in subsections (F)(2)(a) though (e) above.

3. No Replacement. When a garage, carport, or covered parking structure, or uncovered space is demolished in conjunction with the construction of an ADU or converted to an ADU, those off-street parking spaces are not required to be replaced.

H. Architectural and Design Requirements.

1. Roof.
a. The roof slope must match that of the dominant roof slope of the primary dwelling. The dominant roof slope is the slope shared by the largest portion of the roof.
b. All eave and gable overhangs must be at least 12 inches, unless designed to match the primary unit.

2. Design.
a. The materials, textures, and colors of the exterior walls, roof, and windows and doors of the ADU must match the appearance and architectural design of those of the primary dwelling.
b. The interior horizontal dimensions of an ADU must be at least 10 feet wide in every direction, with a minimum interior wall height of seven feet.
c. Windows and doors of the ADU may not have a direct line of sight to an adjoining residential property. Fencing or walls with a minimum height of five feet, landscaping, or privacy glass may be used to provide screening and prevent a direct line of sight.

3. Building Entrance. The ADU must have an independent exterior entrance, apart from that of the primary dwelling.

4. Parking Space Dimensions.
a. Each unenclosed parking space must be at least nine feet wide by 19 feet deep.
b. Each parking space that is provided within an enclosed garage must be at least 10 feet wide by 20 feet deep.

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5. Balconies and Roof Decks.
a. Balconies are prohibited on an attached ADU.
b. Roof decks are prohibited on attached and detached ADUs, and accessory structures and garages converted to an ADU.

6. Lighting. The exterior lighting must be limited to down-lights or as otherwise required by the building or fire code.

I. Landscape Requirements.

1. When required, plant specimens intended to provide screening must be a species capable of growing to and being maintained at a height of six feet.

As an alternative, a solid fence or wall six feet in height may be installed.

2. All new landscaping must be drought-tolerant.

J. Historical Protections. An ADU that is on or within 600 feet of real property that is listed in the California Register of Historic Resources must be located so as to not be visible from any public right-of-way.

K. Allowed Stories. No ADU subject to this section may have more than one story, except that an ADU that is attached to the primary dwelling may have the stories allowed under Section 17.37.060(B)(4).
§ 17.37.080. Fees.

The following requirements apply to all Class 1 ADUs and JADUs and Class 2 ADUs that are approved under Section 17.37.050(A) and (B) above.

A. Impact Fees.

1. No impact fee is required for a JADU or for an ADU that is less than 750 square feet of interior livable space. For purposes of this subsection A, "impact fee" means a "fee" under the Mitigation Fee Act (Government Code Section 66000(b)) and a fee under the Quimby Act (Government Code Section 66477). "Impact fee" here does not include any connection fee or capacity charge for water or sewer service.

2. A JADU or ADU with less than 500 square feet of interior livable space does not increase assessable space by 500 square feet for purposes of Education Code section 17620(a)(1)(C), and is therefore not subject to school fees under Education Code section 17620.

3. Any impact fee that is required for an ADU that has 750 square feet or more of interior livable space must be charged proportionately in relation to the square footage of the primary dwelling unit (e.g., the floor area of the ADU, divided by the floor area of the primary dwelling, times the typical fee amount charged for a new dwelling).

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B. Utility Fees.

1. If an ADU or JADU is constructed with a new single-family home, a separate utility connection directly between the ADU or JADU and the utility and payment of the normal connection fee and capacity charge for a new dwelling are required.

2. Except as described in subsection (B)(1) of this section, JADUs and converted ADUs on a single-family lot that are created under Section

17.37.050(A)(1) are not required to have a new or separate utility connection directly between the JADU or ADU and the utility. Nor is a connection fee or capacity charge required. Notwithstanding the rest of this paragraph, a direct utility connection is required for separate conveyance of an ADU when separate conveyance is allowed under this code.

3. Except as described in subsection (B)(1), all ADUs that are not covered by subsection (B)(2) shall require a new, separate utility connection directly between the ADU and the utility and for any utility that is provided by the City. All utilities that are not provided by the City are subject to the connection and fee requirements of the utility provider. a. The connection is subject to a connection fee or capacity charge that is proportionate to the burden created by the ADU, based on either the floor area or the number of drainage- fixture-units (DFU) values, as defined by the Uniform Plumbing Code, upon the water or sewer system.
b. The portion of the fee or charge that is charged by the City may not exceed the reasonable cost of providing this service.
§ 17.37.090. Nonconforming Zoning Code Conditions,Building Code Violations, and Unpermitted Structures.

A. Generally. The city will not deny an ADU or JADU application due to a nonconforming zoning condition, building code violation, or unpermitted structure on the lot that does not present a threat to the public health and safety and that is not affected by the construction of the ADU or JADU.

B. Unpermitted ADUs and JADUs constructed Before 2020.

1. Permit to Legalize. As required by state law, the city may not deny a permit to legalize an existing but unpermitted ADU or JADU that was constructed before January 1, 2020, if denial is based on either of the following grounds:
a. The ADU or JADU violates applicable building standards, or b. The ADU or JADU does not comply with the State ADU or JADU law or this ADU ordinance (Chapter 17.37).

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2. Exceptions.
a. Notwithstanding subsection (B)(1) above, the city may deny a permit to legalize an existing but unpermitted ADU or JADU that was constructed before January 1, 2020, if the city makes a finding that correcting a violation is necessary to comply with the standards specified in California Health and Safety Code Section 17920.3. b. Subsection (B)(1) above does not apply to a building that is deemed to be substandard in accordance with California Health and Safety Code Section 17920.3.
§ 17.37.100. Nonconforming ADUs and Discretionary Approval.

Any proposed ADU or JADU that does not conform to the objective standards set forth in Sections

17.37.010 to 17.37.080 of this chapter may be allowed by the City with a conditional use permit, in accordance with Section 17.44.040 (Conditional Use Permits).

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RESOLUTION NO. 5045

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF UPLAND, RECOMMENDING THAT THE CITY
COUNCIL APPROVE ZONING CODE AMENDMENT NO. 25-
0004, ADOPTING AN ORDINANCE AMENDING CHAPTER

17.37 OF THE UPLAND MUNICIPAL CODE RELATING TO

ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY

DWELLING UNITS, AND FINDING THE ACTION TO BE

STATUTORILY EXEMPT FROM CEQA UNDER PUBLIC
RESOURCES CODE § 21080.17
WHEREAS, state law authorizes cities to act by ordinance to provide for the creation and regulation of accessory dwelling units ("ADUs") and junior accessory dwelling units ("JADUs"); and
WHEREAS, in recent years, the California Legislature has approved, and the Governor has signed into law, a number of bills that, among other things, amend various sections of the Government Code to impose new limits on local authority to regulate ADUs and JADUs; and
WHEREAS, in 2025, the California Legislature approved, and the Governor signed into law, further amendments to state ADU law;
WHEREAS, new updates to state ADU law took effect on January 1, 2026, and for the City's ADU ordinance to remain valid, it must be amended to reflect the most recent changes to state law; and
WHEREAS, the City desires to amend its local regulatory scheme for the construction of ADUs and JADUs to reflect the most recent changes to state law; and WHEREAS, Upland Municipal Code Section 17.43.020 (Table 17.43-1) identifies the decision making authority as the City Council, with the Planning Commission being a recommendation body; and
WHEREAS, The City of Upland Planning Division on January 7, 2026, posted two (2) true and correct copies of the legal notice at the Upland City Hall Bulletin Board and at the Upland Public Library in accordance with the Upland Municipal Code Section 17.46.020; and
WHEREAS, The City of Upland Planning Division on January 7, 2026, published a legal notice in the Inland Valley Daily Bulletin, a local paper of general circulation, indicating the date and time of the public hearing in compliance with state law concerning the Project; and
WHEREAS, on January 28, 2026 at 6:30 p.m., the City of Upland Planning Commission held a duly-noticed public hearing at which time it received public testimony concerning the Project, and considered the CEQA determination for the proposed ordinance; and
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WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF UPLAND DOES RESOLVE, DETERMINE, FIND, AND ORDER AS FOLLOWS:

SECTION 1. Incorporation. The recitals above are true and correct and are each incorporated by reference and adopted as findings by the Planning Commission.

SECTION 2. CEQA. The Planning Commission recommends that the City Council find that, under California Public Resources Code section 21080.17, the California Environmental Quality Act ("CEQA") does not apply to the adoption of an ordinance by a city or county implementing the provisions of Chapter 13 of Division 1 of Title 7 of the California Government Code, which is California's ADU law.

Therefore, adoption of the proposed Ordinance is statutorily exempt from CEQA in that it implements state ADU law.

SECTION 3. Findings. The Planning Commission hereby makes the following findings and determinations in connection with the recommendation for approval of the Project:

1. Finding: The proposed Ordinance does not conflict with any community or specific plan and is consistent with the following General Plan policies and programs:

Review State ADU law annually and process amendments to local regulations as necessary to ensure conformance with current law.

2. Finding: The proposed amendment will not be detrimental to the public interest, health, safety, or welfare of the City.
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law and the processing of amendments to local regulations to ensure conformance with current law.

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

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

Evidence: The proposed amendment does not conflict with any other sections of the Zoning Ordinance.

SECTION 4. Recommendation. Given the foregoing, and based on the entire record before the Planning Commission, the Planning Commission hereby recommends that the City Council adopt the Ordinance attached hereto as Attachment "A".

SECTION 5. Effective Date. This Resolution takes effect immediately upon adoption.

Section 6. Certification; Records. The Secretary of the Planning Commission shall certify to the passage, approval, and adoption of this Resolution, and shall cause this Resolution and their certification to be entered in the Book of Resolutions of the Planning Commission of the City.

PASSED, APPROVED and ADOPTED this 28th day of January, 2026. / (4,
ohn P. Andrews, Chair
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Upland City CouncilFebruary 23, 2026

Upland City Council
February 23, 2026