Upland City Council
March 9, 2026

General Business.

SOURCEWELL&
PRODUCT/MODEL PRICE LIST CANOE MEMBER

DISCOUNT OFF LIST
PRICE

TRACTOR LOADER
570N Current Pricing 21%

TRACTOR LOADER BACKHOE
575N EP Current Pricing 27%
580SN Current Pricing 28%
580SN WT Current Pricing 28%
580SV Current Pricing 28%
590SN Current Pricing 28%
6955V Current Pricing 28%
580EV Current Pricing 30%

FORKLIFT
586H Current Pricing 20%
588H Current Pricing 20%

CRAWLER DOZER
650M Current Pricing 21%
750M Current Pricing 27%
850M Current Pricing 27%
1150M Current Pricing 27%
1650M Current Pricing 27%
2050M Current Pricing 23%

COMPACT DOZER LOADER
DL550 Current Pricing 18%

COMPACT WHEEL LOADER
21F Current Pricing 18%
121F Current Pricing 21%
221F Current Pricing 21%
321F Current Pricing 21%
421G Current Pricing 21%
CL36EV Current Pricing 21%

WHEEL LOADER
521G Current Pricing 28%
621G Current Pricing 29%
651G Current Pricing 29%
721G Current Pricing 29%
821G Current Pricing 29%
921G Current Pricing 29%
10216 Current Pricing 23%
1121G Current Pricing 23%
Freight FOB North America plant or import distribution location CASE CE dealer can add delivery freight and PDI costs.

Dealer quotes should only be valid 30 days to remain price protected Can NOT combine this program with any other retail programs CASE
See www.casece.com for product information
SOURCEWELL/CANOE PRICE LIST DISCOUNTS--Contract 011723 Valid until 04/14/2027 Pricing Revised 05/20/2024
1—FOR USA&Canadian MARKET ONLY

General Business.

SOURCEWELL&
PRODUCT/MODEL PRICE LIST CANOE MEMBER

DISCOUNT OFF LIST
PRICE

COMPACT TRACK LOADER
TR270B Current Pricing 22%
TR310B Current Pricing 18%
TR340B Current Pricing 18%
TV370B Current Pricing 18%
TV450B Current Pricing 18%
TV620B Current Pricing 18%

COMPACT EXCAVATOR
CX15EV Current Pricing 17%
CX17C Current Pricing 17%
CX26C Current Pricing 17%
CX30C Current Pricing 17%
CX37C Current Pricing 17%
CX42D Current Pricing 17%
CX50D Current Pricing 17%
CX57C Current Pricing 17%
CX60C Current Pricing 17%

EXCAVATOR
CX75C Current Pricing 18%
CX80C Current Pricing 18%
CX85E Current Pricing 18%
CX90E Current Pricing 18%
CX140E Current Pricing 18%
CX145D Current Pricing 18%
CX170E Current Pricing 18%
CX220E Current Pricing 18%
CX245D Current Pricing 18%
CX260E Current Pricing 18%
CX290D Current Pricing 18%
CX300E Current Pricing 18%
CX350D Current Pricing 18%
CX365E Current Pricing 18%
CX380E Current Pricing 18%
CX490D Current Pricing 18%
CX500D Current Pricing 18%
CX750D Current Pricing 18%

SKID STEER LOADER
SR160 Current Pricing 16%
SR175 Current Pricing 18%
SV185 Current Pricing 18%
SR210 Current Pricing 18%
SR240 Current Pricing 18%
SR270 Current Pricing 18%
SV280 Current Pricing 19%
SV340 Current Pricing 22%
Freight FOB North America plant or import distribution location CASE CE dealer can add delivery freight and PDI costs.

Dealer quotes should only be valid 30 days to remain price protected Can NOT combine this program with any other retail programs CASE

General Business.

See www.casece.com for product information
SOURCEWELL/CANOE PRICE LIST DISCOUNTS--Contract 011723 Valid until 04/14/2027 Pricing Revised 05/20/2024
FOR USA&Canadian MARKET ONLY

SOURCEWELL&
PRODUCT/MODEL PRICE LIST CANOE MEMBER

DISCOUNT OFF LIST
PRICE

MOTOR GRADER
836C 4WD/AWD Current Pricing 21%
856C 4WD/AWD Current Pricing 21%
836D 4WD/AWD Current Pricing 21%
856D 4WD/AWD Current Pricing 21%

COMPACTION
DV23 Current Pricing 17%
DV26 Current Pricing 17%
DV36 Current Pricing 17%
DV45 Current Pricing 17%
DV209 Current Pricing 17%
DV210 Current Pricing 17%
SV207 Current Pricing 17%
SV211 Current Pricing 17%
SV213 Current Pricing 17%
SV215 Current Pricing 17%
SV217 Current Pricing 17%
PT240D Current Pricing 17%
Mini Track Loaders(MTL)
TL100 Current Pricing 21%
Small Articulated Loaders(SAL)
SL12 Current Pricing 22%
SL12TR Current Pricing 22%
SL15 Current Pricing 22%
SL22EV Current Pricing 22%
SL23 Current Pricing 22%
SL27 Current Pricing 22%
SL27TR Current Pricing 22%
SL35TR Current Pricing 22%
SL5OTR Current Pricing 22%
Wheeled Excavators(WHEX)
WX140 Current Pricing 25%
WX155 Current Pricing 25%
WX160 Current Pricing 25%
WX175 Current Pricing 25%
WX210 Current Pricing 25%
Parts
CNH Parts Current LIST PRICE
Freight FOB North America plant or import distribution location CASE CE dealer can add delivery freight and PDI costs.

Dealer quotes should only be valid 30 days to remain price protected Can NOT combine this program with any other retail programs

General Business
CON STRU C1-10 N
Sourcewell-Construction Equipment Contract
Contract Number: 011723-CNH
Contract Period: 04/04/2023-04/14/2027
Pricing Revised: 5/20/2024
Eligible Customers: All Sourcewell&Canoe members in United States&Canada Members Include: Government
Education(K-12 and higher)
Non-profit agencies
States that have adopted the contract(see
below)
States that have Adopted Sourcewell as their
term contract:

Nevada:99SWC-NV24-20727
New York PC69383
Delaware GS523750-Equip_HD
Arkansas:4600054250
Washington:19622
Member list: https://www.sourcewell-mn.gov/become-member/search Contract details Case Construction:Contract 011723-CNH I Sourcewell(sourcewell-mn.gov) Need to Join?(USA) https://www.sourcewell-mn.gov/register Need to Join?(CA) Members-Canoe Procurement Group of Canada

CONTRACT DETAILS
Contract Pricing Specified discount off List Price/MSRP plus freight and setup and local delivery.Also surcharge but this must be placed on a separate line item.These discounts not allowed with wholesale discount.

Multiple Unit Discount Not applicable.

Third Party Items Allowed.Third party equipment and/or accessories must be listed on individual line(s)below the contract items.

Trade-In Allowed.The value is determined by the agency and the local dealer.

Rental or Lease Contact your local Case CE dealer for lease options.

Payment Contact your local Case CE dealer for payment options.

General Business
CASE

CONSTRUCTION
See www.casece.com for product information
SOURCEWELL/CANOE PRICE LIST DISCOUNTS--Contract 011723 Valid until 04/14/2027 Pricing Revised 05/20/2024
FOR USA&Canadian MARKET ONLY

SOURCEWELL&
PRODUCT/MODEL PRICE LIST CANOE MEMBER

DISCOUNT OFF

LIST PRICE

TRACTOR LOADER
570N Current Pricing 21%

TRACTOR LOADER BACKHOE
575N EP Current Pricing 27%
580SN Current Pricing 28%
580SN WT Current Pricing 28%
580SV Current Pricing 28%
590SN Current Pricing 28%
695SV Current Pricing 28%
580EV Current Pricing 30%

FORKLIFT
586H Current Pricing 20%
588H Current Pricing 20%

CRAWLER DOZER
650M Current Pricing 21%
750M Current Pricing 27%
850M Current Pricing 27%
1150M Current Pricing 27%
1650M Current Pricing 27%
2050M Current Pricing 23%

COMPACT WHEEL LOADER
21F Current Pricing 18%
121F Current Pricing 21%
221F Current Pricing 21%
321F Current Pricing 21%

WHEEL LOADER
521G Current Pricing 28%
621G Current Pricing 29%
651G Current Pricing 29%
721G Current Pricing 29%
821G Current Pricing 29%
921G Current Pricing 29%
1021G Current Pricing 23%
1121G Current Pricing 23%
Freight FOB North America plant or import distribution location CASE CE dealer can add delivery freight and PDI costs.

General Business.

CASE
See www.casece.com for product information
SOURCEWELL/CANOE PRICE LIST DISCOUNTS--Contract 011723 Valid until 04/14/2027 Pricing Revised 05/20/2024
FOR USA&Canadian MARKET ONLY

SOURCEWELL&
PRODUCT/MODEL PRICE LIST CANOE MEMBER

DISCOUNT OFF

LIST PRICE

COMPACT TRACK LOADER
TR270 Current Pricing 22%
TR310 Current Pricing 18%
TR340 Current Pricing 18%
TV370 Current Pricing 18%
TV450 Current Pricing 18%
TV620 Current Pricing 18%

COMPACT EXCAVATOR
CX15EV Current Pricing 17%
CX17C Current Pricing 17%
CX26C Current Pricing 17%
CX30C Current Pricing 17%
CX37C Current Pricing 17%
CX42D Current Pricing 17%
CX5OD Current Pricing 17%
CX57C Current Pricing 17%
CX60C Current Pricing 17%

EXCAVATOR
CX75C Current Pricing 18%
CX80C Current Pricing 18%
CX140E Current Pricing 18%
CX145D Current Pricing 18%
CX170E Current Pricing 18%
CX220E Current Pricing 18%
CX245D Current Pricing 18%
CX260E Current Pricing 18%
CX290D Current Pricing 18%
CX300E Current Pricing 18%
CX350D Current Pricing 18%
CX365E Current Pricing 18%
CX490D Current Pricing 18%
CX500D Current Pricing 18%
CX750D Current Pricing 18%

SKID STEER LOADER
SR160 Current Pricing 16%
SR175 Current Pricing 18%
SV185 Current Pricing 18%
SR210 Current Pricing 18%
SR240 Current Pricing 18%
SR270 Current Pricing 18%
SV280 Current Pricing 19%
SV340 Current Pricing 22%
Freight FOB North America plant or import distribution location CASE CE dealer can add delivery freight and PDI costs.

General Business
CASE

CONSTRUCTION
See www.casece.com for product information
SOURCEWELL/CANOE PRICE LIST DISCOUNTS--Contract 011723 Valid until 04/14/2027 Pricing Revised 05/20/2024
FOR USA&Canadian MARKET ONLY

SOURCEWELL&
PRODUCT/MODEL PRICE LIST CANOE MEMBER

DISCOUNT OFF

LIST PRICE
Motor Grader
836C 4WD/AWD Current Pricing 21%
856C 4WD/AWD Current Pricing 21%
Compaction
DV23 Current Pricing 17%
DV26 Current Pricing 17%
DV36 Current Pricing 17%
DV45 Current Pricing 17%
DV209 Current Pricing 17%
DV210 Current Pricing 17%
SV207 Current Pricing 17%
SV211 Current Pricing 17%
SV213 Current Pricing 17%
SV215 Current Pricing 17%
SV217 Current Pricing 17%
PT240D Current Pricing 17%
Mini Track Loaders(MTL)
TL100 Current Pricing 21%
Small Articulated Loaders(SAL)
SL12 Current Pricing 22%
SL12TR Current Pricing 22%
SL15 Current Pricing 22%
SL22EV Current Pricing 22%
SL23 Current Pricing 22%
SL27 Current Pricing 22%
SL27TR Current Pricing 22%
SL35TR i Current Pricing 22%
SL5OTR Current Pricing 22%
Wheeled Excavators(WHEX)
WX140 Current Pricing 25%
WX155 Current Pricing 25%
WX160 Current Pricing 25%
WX175 Current Pricing 25%
WX210 Current Pricing 25%
CNH Parts Current LIST PRICE
Freight FOB North America plant or import distribution location CASE CE dealer can add delivery freight and PDI costs.

4c,°v °p`qt CITFUP LAND
/'�TL, "The City of Gracious Living"
�'Vv
DATE: March 9,2026
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

NICOLE DEMOET,ENVIRONMENTAL COMPLIANCE PROGRAMS MANAGER

LIZ RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF SECOND AMENDMENT TO THE AGREEMENT WITH RAFTELIS FINANCIAL CONSULTANTS, INC. FOR THE PREPARATION OF THE 2025

WASTEWATER RATE STUDY
RECOMMENDED ACTION:

It is recommended that the City Council approve the Second Amendment to the Professional Services Agreement with Raftelis Financial Consultants, Inc. for the preparation of a comprehensive wastewater rate study; and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of establishing equitable customer rates that are cost effective,equitable, and generate the necessary revenue to cover operational, debt service, capital investments, and reserves for the implementation of program requirements and to continue providing high quality and reliable wastewater services to the community.

BACKGROUND
The City's wastewater collection system plays a crucial role in the protection of public health and the environment, while also supporting community growth and development. As part of maintaining financial sustainability for wastewater services,it is necessary to periodically review and update the wastewater rate structure to ensure that rates are equitable,sufficient,and aligned with industry standards.

The City Council previously approved a Professional Services Agreement with Raftelis Financial Consultants,Inc.to prepare the 2025 Wastewater Rate Study.Rate studies are typically conducted every five years to evaluate the existing rate structure, analyze cost of service, identify necessary adjustments to maintain compliance with applicable regulations,and assess the long-term financial stability of the utilities.

To support this process, a wastewater rate study is conducted to evaluate the current rate structure, analyze cost of service, identify any adjustments needed to ensure compliance with relevant regulations, and assess the financial stability of the wastewater fund.

ISSUES AND ANALYSIS
The completion of a comprehensive wastewater rate study is essential to ensuring the ongoing financial sustainability of the City's wastewater system. Rate studies are typically conducted on a five-year increment. A Wastewater Facilities Master Plan is currently in process by Brown and Caldwell,Inc.,which projects and system upgrades will be identified on a prioritized timeline for capital improvement. Timing the cost-of-service study with a prioritized Capital Improvement Project timeline as proposed in the Wastewater Facilities Master Plan will benefit the City by helping ensure adequate funding of prioritized system repairs and improvements.

Since initiation of the rate study, the City and Raftelis Financial Consultants, Inc. have engaged in extensive coordination and iterative technical review to ensure the analysis fully and accurately reflects the City's wastewater utility operations, financial condition,and projected infrastructure needs identified in the 2025 Wastewater Facilities Master Plan. This collaborative process required additional evaluation, data validation, and refinement beyond the originally anticipated level of effort in order to produce a comprehensive and defensible cost-of-service model. As a result,the existing budget authority has been fully expended.The proposed Second Amendment increases the not-to- exceed compensation to allow completion of the study at the level of rigor necessary to support the City's long-term wastewater financial planning and Proposition 218 compliance.

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

FISCAL IMPACTS
The proposed Second Amendment increases the not-to-exceed compensation under the agreement by $20,000, bringing the total contract amount to$78,520. Sufficient funds are available within the Sewer Utility Capital Projects Account No. 6457500-5540-94007.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

SECOND AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT FOR
2025 WASTEWATER RATE STUDY SERVICES WITH
RAFTELIS FINANCIAL CONSULTANTS, INC.

This Second Amendment ("Second Amendment") to that certain Agreement for Professional Services between the Parties dated February 10, 2025 (the "Master Agreement") and subsequently amended on December 8, 2025, is made and entered into as of March 9, 2026 ("Effective Date") by and between the City of Upland, a municipal corporation ("City"), and Raftelis Financial Consultants, Inc., a North Carolina Corporation ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and Consultant entered into the Master Agreement on February 10, 2025, for the purpose of completing the 2025 Wastewater Rate Study (the "Project"); and
B. WHEREAS, the Master Agreement established a not-to-exceed compensation amount of Fifty-Eight Thousand Five Hundred Twenty dollars ($58,520); and C. WHEREAS, on December 8, 2025, the Parties executed a First Amendment to the Master Agreement to extend the term of the Agreement through June 30, 2026; and D. WHEREAS, the Parties now desire to amend the Master Agreement to increase the not-to-exceed compensation amount to accommodate additional services associated with completion of the Project; and
E. WHEREAS, all other terms and conditions of the Master Agreement, as previously amended, shall remain unchanged unless expressly modified herein.

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties hereinafter set forth, the Parties to this Second 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 Compensation. Section 2.b. of the Master Agreement is hereby amended to revise the not-to-exceed compensation amount as follows. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of Seventy-Eight Thousand Five Hundred Twenty dollars ($78,520). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description

of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

3. Full Force. Except as amended by this Second Amendment, all provisions of the Master 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.

4. 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.

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

SIGNATURE PAGE FOR
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR 2025

WASTEWATER RATE STUDY SERVICES WITH RAFTELIS FINANCIAL
CONSULTANTS, INC.

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

CITY OF UPLAND CONSULTANT
a California municipal corporation Raftelis Financial Consultants, Inc. 27 W. Trade Street, Suite 1400,
Charlotte, NC 28202
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

Docusign Envelope ID:73F30A75-4EF9-44BA-BCDB-C63067FD986D

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
WITH RAFTELIS FINANCIAL CONSULTANTS, INC.

This First Amendment to that certain Agreement for Professional Services between the Parties dated February 10, 2025 (the "Master Agreement") is made and entered into as of December 8, 2025 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and Raftelis Financial Consultants, Inc., a North Carolina Corporation, with its principal place of business at 227 W. Trade Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Consultant have entered into the Master Agreement, for the purpose of completing the 2025 Wastewater Rate Study (hereinafter referred to as "the Project"); and
B. WHEREAS, the Parties now desire to amend the Master Agreement to revise the Term of the Agreement and Time of Performance.

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

AGREEMENT

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

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

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

Docusign Envelope ID:73F30A75-4EF9-44BA-BCDB-C63067FD986D

SIGNATURE PAGE FOR

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

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

CITY OF UPLAND CONSULTANT
RAFTELIS FINANCIAL CONSULTANTS, INC.

APPROVED BY: Doc°Signed by:
rStA,Atir Par .twata,
Doc 2ubrSaigueby. Signature Michael Blay
City Manager Sudhir Pardiwala
ATTEST: Executive Vice President
c—DocuSigned by: (Two Signatures of Corporate Officers Required for Corporations)
'—U429AO[K01347A...

Keri Johnson
City Clerk DocuSignL {�/V1A,
ed Obly:
� J
Cl01 70DO0414...

Approved as to form: Signature
"—Signed by:

Start A, VaSdA' Steve Gagnon
�bzFsFFaFR
Stephen P. Deitsch
City Attorney
Vice President

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

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of February 10, 2025, by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Raftelis Financial Consultants, Inc., a North Carolina Corporation with its principal place of business at 227 W. Trade Street Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
2025 Wastewater Rate Study (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $ 58,520.00. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed $64,372.00. Any additional work in excess of this amount shall be approved by the City Council.
1

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

3. Additional Work.

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

4. Maintenance of Records.

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

5. Term .

The term of this Agreement shall be from February 10, 2025 to December 31, 2025, unless earlier terminated as provided herein. The Parties may, by mutual,written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work.

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

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

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

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. 2

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions at the location the services are provided. In providing the services hereunder, Consultant may rely on all data and information provided by or on behalf of City.

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

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. 4

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers'compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein.

Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability(Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. 5

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein.

Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty(30)days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non- payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City 6

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

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

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

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, and volunteers, free and harmless from all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent caused by the negligent acts, errors or omissions, or willful 7

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in the performance of the Consultant's services, the Project or this Agreement. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. Consultant shall have no obligation to indemnify the City or any other indemnified person against liability for claims by a third party for failure to comply with its obligations under Article XIII D of the California Constitution (Proposition 218) The indemnity obligations outlined in this Section shall not extend to claims arising out of the City's sole negligence or willful misconduct. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims to the extent caused by the negligence, recklessness, or willful misconduct of the Consultant, and Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

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

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.

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

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

16. Laws and Venue.

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

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed by Consultant for that portion of the work completed and/or being abandoned and intended by Consultant as a deliverable hereunder. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30) calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project by Consultant and intended by Consultant as a deliverable hereunder shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. Nothing in this Agreement shall be deemed or construed 9

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

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

20. Limitation of Agreement.

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

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

CITY: CONSULTANT:

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

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

23. Equal Opportunity Employment.

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

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, 10

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

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

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

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

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

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

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND RAFTELIS FINANCIAL CONSULTANTS,INC.

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

CITY OF UPLAND Raftelis Financial Consultants, Inc.

Approved By:

DocuSigned by: DocuSigned by:

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

ATTEST:

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

APPROVED AS TO FORM:

Signed by:
l(,r Vufsa.

By•• 0320570rCDDC4IIC...

Best Best & Krieger LLP
City Attorney
12

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

EXHIBIT A
Scope of Services
13

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

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

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

MEETINGS
• One kick-off meeting with City staff

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

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

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

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

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

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

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

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

3. Projected operating costs and revenue streams

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

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

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

DELIVERABLES
• Financial plan model in Excel

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MEETINGS
• Web meeting to discuss the Proposition 218 Notice

DELIVERABLES
• Proposition 218 Notice

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 RAFTELIS 9
OPTIONAL TASK 11 — ADDITIONAL CITY COUNCIL MEETINGS
Should additional City Council meetings be required, we have shown the cost per meeting.

MEETINGS
• As needed

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

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

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

MEETINGS
• As needed

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

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

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

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 RAFTELIS 11
Fee
The table below shows the hourly rates, hours, and total estimated fee for this project. At the bottom we show a per meeting cost should additional City Council meetings be required. It is assumed that the water and wastewater meetings with City Council occur together so the meeting time is reduced along with the travel expenses.

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

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

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

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

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

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

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

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

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

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

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

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

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

Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 RAFTELIS 12
The hourly rates for Raftelis staff are shown below:

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

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

EXHIBIT C
Activity Schedule
Schedule
Raftelis proposes to complete the study by November 2025 as shown below:
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Docusign Envelope ID:7A2BBO9D-D563-4C24-835B-20EACFF46421 RAFTELIS 10
Schedule
Raftelis proposes to complete the study by November 2025 as shown below:

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

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

2.Data Collection and Review •

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

4.Financial Plan Development • •

5.Cost of Service Analysis

6.Design Rates

7.Presentation to City Council •

8.Report Preparation

9.Proposition 218 Public Hearing
Presentation •
• Meetings

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

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

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

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

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

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

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

FEB 26, 2026
Date Signature of authorized individual

RAFTELIS FINANCIAL CONSULTANTS
Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

4c,°v °p`qt CITFUP LAND
/'�TL, "The City of Gracious Living"
�'Vv
DATE: March 9,2026
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

NICOLE DEMOET,ENVIRONMENTAL COMPLIANCE PROGRAMS MANAGER

LIZ RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF SECOND AMENDMENT TO THE PROFESSIOAL SERVICES AGREEMENT FOR THE PREPARATION OF THE 2025 WATER & RECYCLED WATER

RATE STUDY
RECOMMENDED ACTION:

It is recommended that the City Council approve the Second Amendment to the Professional Services Agreement with Raftelis Financial Consultants, Inc. for the preparation of a comprehensive water &recycled water rate study; and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of establishing equitable customer rates that are cost-effective,equitable, and generate the necessary revenue to cover operational, debt service, capital investments, and reserves for the implementation of program requirements and to continue providing high-quality and reliable water&recycled water services to the community.

BACKGROUND
The City's water and recycled water systems play a crucial role in protecting public health and the environment while supporting community growth and development.As part of maintaining financial sustainability for water and recycled water services,the City periodically reviews and updates its rate structure to ensure rates remain equitable,sufficient, and aligned with industry standards.

The City Council previously approved a Professional Services Agreement with Raftelis Financial Consultants,Inc.to prepare the 2025 Water and Recycled Water Rate Study. Rate studies are typically conducted every five years to evaluate the existing rate structure, analyze cost of service, identify necessary adjustments to maintain compliance with applicable regulations,and assess the long-term financial stability of the utilities.

To support this process, a water and recycled water rate study is conducted to evaluate the current rate structure, analyze cost of service, identify any adjustments needed to ensure compliance with relevant regulations, and assess the financial stability of the water fund.

ISSUES AND ANALYSIS
The completion of a comprehensive water and recycled water rate study is essential to ensuring the ongoing financial sustainability of the City's water and recycled water utilities. Rate studies are typically conducted on a five-year increment.A 2025 Water and Recycled Water Master Plan is currently in process,through which projects and system upgrades will be identified on a prioritized timeline for capital improvement.Timing the cost-of-service study with a prioritized Capital Improvement Project timeline as proposed in the 2025 Water and Recycled Water Master Plan will benefit the City by helping ensure adequate funding of prioritized system repairs and improvements.

Since initiation of the rate study, the City and Raftelis Financial Consultants, Inc. have engaged in extensive coordination and iterative technical review to ensure the analysis fully and accurately reflects the City's water and recycled water operations, financial condition, and projected infrastructure needs identified in the 2025 Master Plan.

This collaborative process required additional evaluation, data validation, and refinement beyond the originally anticipated level of effort in order to produce a comprehensive and defensible cost-of-service model. As a result,the existing budget authority has been fully expended. The proposed Second Amendment increases the not-to-exceed

compensation to allow completion of the study at the level of rigor necessary to support the City's long-term water and recycled water financial planning and Proposition 218 compliance.

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

FISCAL IMPACTS
The proposed Second Amendment increases the not-to-exceed compensation under the agreement by $20,000, bringing the total contract amount to$120,120.Sufficient funds are available in the Water Utility Capital Improvement Project Account No. 6407500-5540-91011.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

SECOND AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT FOR
2025 WATER & RECYCLED WATER RATE STUDY SERVICES WITH
RAFTELIS FINANCIAL CONSULTANTS, INC.

This Second Amendment ("Second Amendment") to that certain Agreement for Professional Services between the Parties dated February 10, 2025 (the "Master Agreement") and subsequently amended on December 8, 2025, is made and entered into as of March 9, 2026 ("Effective Date") by and between the City of Upland, a municipal corporation ("City"), and Raftelis Financial Consultants, Inc., a North Carolina Corporation ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and Consultant entered into the Master Agreement on February 10, 2025, for the purpose of completing the 2025 Water& Recycled Water Rate Study (the "Project"); and
B. WHEREAS, the Master Agreement established a not-to-exceed compensation amount of One Hundred Thousand One Hundred Twenty dollars ($100,120); and C. WHEREAS, on December 8, 2025, the Parties executed a First Amendment to the Master Agreement to extend the term of the Agreement through June 30, 2026; and D. WHEREAS, the Parties now desire to amend the Master Agreement to increase the not-to-exceed compensation amount to accommodate additional services associated with completion of the Project; and
E. WHEREAS, all other terms and conditions of the Master Agreement, as previously amended, shall remain unchanged unless expressly modified herein.

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties hereinafter set forth, the Parties to this Second 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 Compensation. Section 2(b) of the Master Agreement is hereby amended to revise the not-to-exceed compensation amount as follows. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of One Hundred Twenty Thousand One Hundred Twenty dollars ($120,120). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description

of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

3. Full Force. Except as amended by this Second Amendment, all provisions of the Master 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.

4. 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.

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

SIGNATURE PAGE FOR
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR 2025

WATER & RECYCLED WATER RATE STUDY SERVICES WITH RAFTELIS FINANCIAL CONSULTANTS, INC.

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

CITY OF UPLAND CONSULTANT
a California municipal corporation Raftelis Financial Consultants, Inc. 27 W. Trade Street, Suite 1400,
Charlotte, NC 28202
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

Docusign Envelope ID: EE4FE4F3-3DDF-4059-87C2-02FDDE1F6456

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
WITH RAFTELIS FINANCIAL CONSULTANTS, INC.

This First Amendment ("First Amendment") to that certain Agreement for Professional Services dated February 10, 2025 between the Parties (the "Master Agreement") is made and entered into as of December 8, 2025 ("Effective Date") between the City of Upland, a municipal corporation ("City") and Raftelis Financial Consultants, Inc., a North Carolina Corporation, with its principal place of business at 227 W. Trade Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Consultant have entered into the Master Agreement, for the purpose of completing the 2025 Water and Recycled Water Rate Study (hereinafter referred to as "the Project"); and
B. WHEREAS, the Parties now desire to amend the Master Agreement to revise the Term and the Time of Performance.

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

AGREEMENT

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

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

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

Docusign Envelope ID: EE4FE4F3-3DDF-4059-87C2-02FDDE1F6456

SIGNATURE PAGE FOR

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

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

CITY OF UPLAND CONSULTANT
RAFTELIS FINANCIAL CONSULTANTS, INC.

APPROVED BY: [—SVAur
('arkwata
007D27CC2rD.DC...

D Sg tlby: Signature
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CD20r3DCCYr401,...

Michael Blay
City Manager Sudhir Pardiwala
ATTEST: Executive Vice President
�DocuSignetl by: (Two Signatures of Corporate Officers " en,i, Required for Corporations)
r4P1A010C00047A...

Keri Johnson
City Clerk �DocuSignetl by
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Approved as to form: Signature
,-Signed by:
gtertWA, Oufscl, Steve Gagnon
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Stephen P. Deitsch
City Attorney
Vice President

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

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of February 10, 2025 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Raftelis Financial Consultants, Inc., a North Carolina Corporation, with its principal place of business at 227 W. Trade Street Suite 1400, Charlotte, NC 28202 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
2025 Water and Recycled Water Rate Study (hereinafter referred to as"the Project") B. Consultant is duly licensed and has the necessary qualifications to provide such services.

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $100,120.00. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed $110,132.00. Any additional work in excess of this amount shall be approved by the City Council.
1

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

3. Additional Work.

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

4. Maintenance of Records.

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

5. Term
The term of this Agreement shall be from February 10, 2025, to December 31, 2025, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work.

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

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

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

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. 2

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions at the location the services are provided. In providing the services hereunder, Consultant may rely on all data and information provided by or on behalf of City.

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

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. 4

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein.

Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. 5

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein.

Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty(30)days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non- payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City 6

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

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

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, and volunteers, free and harmless from all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent caused by the negligent acts, errors or omissions, or willful 7

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in the performance of the Consultant's services, the Project or this Agreement. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. Consultant shall have no obligation to indemnify the City or any other indemnified person against liability for claims by a third party for failure to comply with its obligations under Article XIII D of the California Constitution (Proposition 218) The indemnity obligations outlined in this Section shall not extend to claims arising out of the City's sole negligence or willful misconduct. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims to the extent caused by the negligence, recklessness, or willful misconduct of the Consultant, and Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

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

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.

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

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

16. Laws and Venue.

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

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed by Consultant for that portion of the work completed and/or being abandoned and intended by Consultant as a deliverable hereunder. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30) calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project by Consultant and intended by Consultant as a deliverable hereunder shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. Nothing in this Agreement shall be deemed or construed 9

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

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

20. Limitation of Agreement.

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

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

CITY: CONSULTANT:

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

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

23. Equal Opportunity Employment.

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

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated 10

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

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

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

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

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

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

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
11

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

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND RAFTELIS FINANCIAL CONSULTANTS, INC.

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

CITY OF UPLAND Raftelis Financial Consultants, Inc.

Approved By:

DocuSigned by: DocuSigned by:

B �Oil.l(,IAQR,I, t°�ai B Swr parfwa(a
Y' CD2GFODCCOFF40A y' .--007D27CC23FB4DE...

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

ATTEST:

DocuSigned by: DocuSigned by:
ftAAt.
altA.a
BY: S8F�6E347 By. F097�04 �
Keri Johnson
City Clerk Its: vice President
Printed Name: Steve Gagnon
APPROVED AS TO FORM:

Signed by:
�/ S.11141)A' Vufsc`,
By• 032fl70rGDDC40E...

Best Best & Krieger LLP
City Attorney
12

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

EXHIBIT A
13

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 5
Scope of Work
TASK 1 - PROJECT MANAGEMENT AND INITIATION (KICK-OFF MEETING) Task 1.1 — Ongoing Project Management and Quality Assurance/Quality Control Process The proposed project approach entails several different yet interrelated work efforts that will require effective coordination between City staff and the Raftelis Team. Our management approach stresses communication, teamwork, objectivity, and accountability for meeting project objectives to ensure that all deadlines and objectives are met in a timely and efficient manner. We believe in a no-surprises approach so that the client is aware of the status of the project at all times. This task includes general administrative duties, including client communication, billing, project documentation, and overall project administration. We assumed that staff meetings are virtual and City Council meetings are in person. We can have in-person meetings if preferred. Both the Project Manager and Technical Reviewer will perform QA/QC on the model results and our recommendations to ensure they are consistent with industry standards and the current rate-setting environment.

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

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

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

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

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 6
TASK 3 — QUALITY ASSURANCE (QA) AND QUALITY CONTROL (QC) PROCESS The QA/QC process ensures that all work performed by Raftelis on this project will be accurate and of the highest quality. Steve Gagnon, PE, will be the lead Technical Reviewer for this project, ensuring it meets both Raftelis' and industry standards. The QA/QC reviewer's primary responsibility is to review the work effort for consistency, accuracy, and validity and ensure that the cost of service and rate models are functioning properly and based on sound rate-making principles and standard industry practice. The reviewer also ensures that the report produced is comprehensive, consistent with the results, and meets the high-quality standards of Raftelis. The QA/QC process is accomplished through periodic reviews of the models throughout the course of their development.

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

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

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

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

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

3. Projected operating costs and revenue streams

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

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

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

DELIVERABLES
• Financial plan model in Excel

Docusign Envelope ID: F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 7
TASK 5 - COST-OF-SERVICE ANALYSIS
The annual costs of providing services will be allocated among customer classes commensurate with their service requirements—i.e., how they use the system. Costs are identified and allocated to cost components and distributed to respective customer classes according to the industry standards provided in the AWWA MI Manual.

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

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

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

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

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

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costs and rates by tabulating the tiered rates to show each unit cost component individually. These cost components may include water supply costs, system delivery costs, capacity or peaking costs, meter servicing costs, customer service costs, and conservation costs, among others. This rate derivation will communicate to customers the cost drivers behind the rate in each tier and each class. An example of our build-up of"rate components" to final commodity rates is shown in the table below. The five rate components, derived from the cost of service, are summed to derive the final commodity rates.
•11
"1. 1 Delivery Peaking Conservation Proposed Supply Offset Rates
Residential
Tier I $1.82 $1.96 $0.92 $0.00 ($0.32) $4.39
Tier II $4.04 $1.96 $1.22 $0.00 ($0.32) $6.91 Tier III $6.45 $1.96 $1.91 $0.10 $0.00 $10.43 During our analyses, we will examine how the current tiers and tier breakpoints serve the utility's objectives and discuss any recommended revisions. We design our rate models to allow for multiple rate scenario analyses to show:

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

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

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

Sample Bi-Monthly CustorneriIhw/5/8 inch meter %Bills All Customer Bill Impacts $150 35% 32%
5120 - 30% -
Sao 25% - -
$44 _ I' '1 111111 15%
13g` 13%
So 15% - 11% in 11% 9%
81-Monthly Usage 20 hcf 25 hcf 30 hcf 40 hcf 50 hcf 10 - ■CY2015Bills $64.21 $73.21 $8221 $191.31 $120.41 5% =_
▪CY 2016 Bilk $55.01 $72.81 $80:51 5110.41 $140.21 Impact($) $e.80 -50.40 -51.50 $9.10 519.80 0% 50 50-53 $3-$5 $5-$10 510-320 520-550 a550
Impact(%) 1.2% -0.5% -1.9% 9.0% 16.4% $Change in Ba-Monthly Bills
Proposed rates will be designed to be defensible and to fall within regulatory and legal requirements. While Raftelis is not a law firm,we have helped numerous agencies throughout the State develop rates and rate structures that are

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 9
defensible and meet Proposition 218 requirements. Raftelis assisted the Sweetwater Authority, City of San Juan Capistrano, and Soquel Creek Water District with revised rates after recent legal challenges. We will work with the City's legal counsel on water rates throughout the study to ensure legal counsel, staff, and the Raftelis Project Team agree prior to presenting any modifications to or new rate structures in a public forum.

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

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

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

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

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

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

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 10
Task 9.1 Draft Report
The draft report will include an executive summary highlighting the major issues addressed, decisions reached, and recommended rates developed during the study. The main body of the report will include brief physical descriptions of the system and City characteristics, details of the financial plan and reserve policies, cost of service analysis, rate design details, and the proposed rates. They will also contain discussions on rate structure selection and rate design assumptions. The methodology describing the cost of service, rate calculations, and proposed five-year rates will be described in detail so that the nexus between costs and rates is clearly defined and understandable. Raftelis will provide a draft report to staff and external legal counsel for review. Raftelis will complete a draft report in time for City Council meetings where the Council will select their preferred rates. Any changes, comments, and feedback will be incorporated into the final models and final reports.

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

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

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

MEETIN s
• One Proposition 218 presentation

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

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 11

MEETINGS
• Web meeting to discuss the Proposition 218 Notice

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

MEETINGS
• As needed

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

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

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

MEETINGS
• As needed

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

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

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

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

Docusign Envelope ID:F9814120-903E-4ACD-B74C-2295333CFEEB RAFTELIS 13
Fee
The table below shows the hourly rates, hours, and total estimated fee for this project. At the bottom we show a per meeting cost should additional City Council meetings be required.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.Data Collection and Review •

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

4.Financial Plan Development

5.Cost of Service Analysis

6.Design Rates

7. Develop Drought Rates

8.Presentation to City Council •

9.Report Preparation

10.Proposition 218 Public Hearing •
Presentation

11.Optional-Proposition 218 Notice

12.Optional-Additional City Council
Meetings.

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

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

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

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

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

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

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

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

FEB 26, 2026
Date Signature of authorized individual

RAFTELIS FINANCIAL CONSULTANTS
Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

��, °v °p`q� CITFUP LAND
.�, �. /'�TL, "The City of Gracious Living" c�lrFOR�i� �'Vv
DATE: March 9,2026
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

BRETT LANCE,OPERATIONS SUPERVISOR/CITY ARBORIST
SUBJECT: CONSIDERATION OF URBAN FOREST GRID PRUNING SYSTEM ENHANCEMENT AND APPROVAL OF FIRST AMENDMENT TO THE WEST COAST ARBORISTS, INC.

AGREEMENT
RECOMMENDED ACTION:

It is recommended that the City Council adopt the new grid-pruning cycle, changing the urban forest grid pruning cycle from seven (7) years to four (4) years; and approve the First Amendment to the Agreement with West Coast Arborists, Inc., in the amount of$1,410,880 for a term ending June 30, 2027; and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's objective to provide excellent customer service to the community and continue the integrity of our urban forest maintenance standards and requirements.

BACKGROUND
On June 12,2023,the City Council approved an initial three(3)year Contract with West Coast Arborists,Inc.(WCA) for Tree Care Maintenance Services with an option for five(5)additional one-year terms. The initial 3-year term will conclude on June 30, 2026. The contracted budget amount would vary year-to-year based upon amount of funding approved by City Council within the biannual budget. A provision in the contract allows for a yearly adjustment to the contract unit costs based upon the Consumer Price Index(CPI)if the optional extensions are exercised.

ISSUES AND ANALYSIS
First Amendment to the Agreement. Staff is recommending that the City Council approve the First Amendment to the WCA agreement set to expire June 30,2026.WCA has been the City's long-standing urban forest contractor and has provided excellent service related to routine/scheduled tree trimming as well as various tasks on an as-needed basis such as dead tree removals, resident paid special request trimming, windstorm related emergency on-call services, arborist evaluation services and services to the City's Engineering Department during C.I.P.projects.A recent survey conducted by staff revealed that WCA's pricing to Upland is lower than Fontana, Rancho Cucamonga, Ontario and Corona demonstrating best value to the community.

Urban Forest Grid Pruning System Enhancement. The current citywide grid trim cycle is seven years;however, staff is recommending that this Amendment include funding to transition to a comprehensive four-year grid pruning cycle with added ancillary work as needed by staff upon inspections.This recommendation moves Upland to be in line with municipal best practices and standards found in other agencies and consistent with cycles found in the following regional cities: Claremont,Rancho Cucamonga,Ontario,Fontana,and Corona.

Reducing the cycle will have multiple benefits including improving overall tree health, providing more predictable budgeting, improving safety, reducing risk and liability, lessening emergency call outs and complaints, thereby allowing limited Public Works staff to focus on other areas,all while improving overall public satisfaction.

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(c) (Existing Facilities), of CEQA Guidelines. The project involves repair and maintenance of existing public facilities, and does not involve any expansion of use beyond that which exists.

FISCAL IMPACTS
The total annual cost starting July 1,2026 is$1,410,880.The Public Works Department has submitted the following funding requests as part of the Fiscal Year 2026-27 proposed budget: Street Tree Maintenance Account No. 1015409- 5253 ($850,000)and Gas Tax Account No.2045409-5253 ($560,880).

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Categorically exempt from further environmental review pursuant to Section 15301(c)(Existing Facilities), of CEQA Guidelines.

FIRST AMENDMENT TO

TREE CARE MAINTENANCE SERVICES AGREEMENT
WITH WEST COAST ARBORIST, INC.

THIS FIRST AMENDMENT TO AGREEMENT ("First Amendment") is made and entered into as of March 9, 2026, by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California ("City"), and West Coast Arborist, 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, on June 12, 2023, the City and Contractor entered into a certain Agreement for Tree Care Maintenance Services ("the Agreement"); and
B. WHEREAS, pursuant to Section 3.1.2 of the Agreement,the Parties wish to enter into this First Amendment to extend the Agreement for an additional one-year term; and C. WHEREAS, pursuant to Section 3.3.1.1 of the Agreement, Contractor timely requested an annual rate adjustment under the Agreement, and the Parties desire to adjust Contractor's rates consistent with the Agreement.

NOW THEREFORE, in consideration of the mutual promises and undertakings the Parties hereinafter set forth, the Parties to this First 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. Term: The Parties hereby agree to an extension of the Agreement from July 1, 2026 through June 30, 2027 ("Extension Period").

3. Consumer Price Index: The Parties agree that for the Extension Period, Contractor's compensation rates under the Agreement shall be increased by three percent (3%), effective July 1, 2026.

4. Cost: Exhibit B of the Agreement, entitled "TREE CARE & MAINTENANCE SERVICE SCHEDULE & PRICING FORM," is hereby deleted in its entirety and replaced with a new Exhibit B, attached hereto and incorporated herein by this reference, which reflects the approved three percent (3%) compensation increase to the pricing schedule effective July 1, 2026.

5. Full Force. Except as amended by this First 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. [SIGNATURES ON FOLLOWING PAGE]

SIGNATURE PAGE FOR

FIRST AMENDMENT TO MAINTENANCE SERVICES AGREEMENT
FOR TREE CARE SERVICES WITH WEST COAST ARBORIST INC.

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

CITY OF UPLAND Contractor
Michael Blay, City Manager By:

ATTEST Name: PATRICK MAHONEY .

Title: President
Keri Johnson, City Clerk
APPROVED AS TO FORM: By:

Name: RICHARD MAHONEY
Best Best & Krieger, LLP
City Attorney
Title: Secretary

OF vp1
i -> .--d TREE CARE & MAITENANCE SERVICE SCHEDULE & PRICING FORM ti-A
o, r _,or JULY 1, 2026 THRU JUNE 30, 2027
4 .

ITEM: DESCRIPTION: Unit Unit Price
Grid Pruning
1 Flat Rate Per Tree Each $76.22
Full Prune per Service Request
2 00"- 12" DSH Each $76.22
3 13"- 18" DSH Each $103.00
4 19"-24" DSH Each $127.72
5 25"-30" DSH Each $148.32
6 31"-36" DSH Each $302.82
7 36" + DSH Each $508.82
Crown Raise per Service Request
8 00"- 12" DSH Each $41.20
9 13"- 18" DSH Each $46.35
10 19"-24" DSH Each $77.25
11 25"-30" DSH Each $97.85
12 31"-36" DSH Each $148.32
13 36" + DSH Each $230.72
Crown Cleaning per Service Request
14 00"- 12" DSH Each $76.22
15 13"- 18" DSH Each $103.00
16 19"-24" DSH Each $127.72
17 25"-30" DSH Each $199.82
18 31"-36" DSH Each $230.72
19 36" + DSH Each $282.22
Crown Reduction per Service Request
20 00"- 12" DSH Each $210.12
21 13"- 18" DSH Each $302.82
22 19"-24" DSH Each $354.32
23 25"-30" DSH Each $405.82
24 31"-36" DSH Each $457.32
25 36" + DSH Each $539.72
Tree&Stump Removal
26 00"- 12" DSH Each $230.72
27 13"- 18" DSH Each $333.72
28 19"-24" DSH Each $515.00
29 25"-30" DSH Each $772.50
30 31"-36" DSH Each $875.50
31 36" + DSH Each $1,030.00
Tree Removal Only(No Stump)
32 00"- 12" DSH Each $230.72
33 13"- 18" DS Each $333.72
34 19"-24" DSH Each $515.00
35 25"-30" DSH Each $772.50
36 31"-36" DSH Each $875.50
37 36" + DSH Each $1,030.00

OF vp1

TREE CARE & MAITENANCE SERVICE SCHEDULE & PRICING FORM
A ', _� I
r JULY 1, 2026 THRU JUNE 30, 2027
ITEM: DESCRIPTION: Unit Unit Price
Palm Pruning
38 Date Palm Prune (Phoenix Spp.) Each $224.00 39 Date Palm Clean Trunk(Phoenix Spp.) Each $224.00 40 Fan Palm Prune (Washington Spp.) Each $64.00 41 Fan Palm Clean Trunk(Washington Spp.) Each $94.00 42 Prune—All other Palm Species Each $64.00 Stump Removal
43 Stump Removal per Stump Diameter Inch at Grade Dia. Inch $14.42 Tree Planting &Staking (Incl. Labor, Equip. Tree& Materials) 44 15 Gallon (2 Stakes per Spec) Each $199.82 _ 45 _ 24" Inch Box(2 Stakes per Spec) Each $405.82 _ 46 36" Inch Box(2 Stakes per Spec) Each $982.62 General Labor Rates
47 One (1) Ground Person Hour $91.67
48 One (1) Equipment Operator Hour $91.67 49 One (1)Tree Trimmer Hour $91.67
Day Rate
50 Service Crew—Day Rate Day $2,200.08 51 Specialty Equipment— Day Rate Day $1,008.37 Emergency Services
52 Three (3) Person Crew—During Normal Business Hours Hour $309.00 53 Three (3) Person Crew—After Hours and/or Holidays Hour $463.50 General Arborist Services
54 Arborist Reports Hour $179.22
55 Level 1,2, or 3, Risk assessments hour $179.22 Other Charges
56 Traffic Control Hour $91.67
57 Plant Health Care Hour $91.67

CITY OF UPLAND

TREE CARE MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 12th day of June, 2023 by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City") and West Coast Arborist, Inc., a California Corporation with its principal place of business at 2200 E. Via Burton Street, Anaheim, CA, 92806 ("Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing tree care & maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City.

Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for Tree Care Maintenance Services ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional tree care maintenance services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026 unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than five (5) additional one- year terms. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. - 1 -

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and 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 of Services under this Agreement 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, disability insurance, and workers' compensation insurance.

3.2.1.1 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.

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.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.

In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

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

3.2.5 Contractor's Representative. Contractor hereby designates the Branch Manager,or his or her designee,to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's -2 -

Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants, and other staff at all reasonable times.

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

3.2.8 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, 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, and not as a penalty, the sum of Two Hundred Fifty Dollars ($250) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City's decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Regulations; Employee/Labor Certifications. 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 Project or the Services, 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 Services. If the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations and without giving written -3-

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 Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify, and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules, or regulations.

3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, 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. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections.

3.2.10.2 Employment Eligibility' Subcontractors, Sub-subcontractors. and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility: Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2)any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under. Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services. -4-

3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. 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.

3.2.10.6 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). Contractor shall specifically be aware of the CARB limits and requirements' 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 Agreement.

3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, 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); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City's 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.
(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. 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 this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.
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3.2.11 Insurance.

3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement 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.

3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the 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 Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) 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 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for(1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or(2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: minimum amount of $1,000,000 per occurrence; and $2,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: minimum amount of$1,000,000 combined single limit per accident for bodily injury and property damage; (3) Workers' Compensation and Employer's Liability: Workers' Compensation/Employer's Liability limits with a minimum amount of$1,000,000 per accident for bodily injury or disease, as required by the Labor Code of the State of California; (4) Professional Liability: minimum amount of $1,000,000 per claim and aggregate (errors and omissions) .

Defense costs shall be paid in addition to the limits.
(C) 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 Agreement 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 Agreement. -6-

(D) Additional Insured. The City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor's and its subcontractors' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions,or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended)to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage,the City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers,employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers' Compensation and Employer's Liability Coveraae.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) Professional Liability (Errors and Omissions). At all times during the performance of the work under this Agreement the Contractor shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors, or omissions of -7 -

the Contractor. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must"pay on behalf of'the insured and must include a provision establishing the insurer's duty to defend. (E) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A)coverage shall not be suspended, voided, reduced or canceled except after thirty(30)days(10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and(B)any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. 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 directors, officials, officers, employees, agents, and volunteers.

All required insurance coverages, except for the professional liability coverage, shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.2.11.5 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 directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insurers on all subcontractors' policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement 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 provided by the City if requested. 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. -8-

3.2.11.9 Reportin::; 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 Services under this Agreement.

3.2.12 Safety. Contractor shall execute and maintain their work so as to avoid injury or damage to any person or property. In carrying out its Services, the 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: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Bonds.

3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit"C"attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit"C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.3 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 affected bond within 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 Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement,the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement(including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.
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3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best's rating no less than A: VIII and satisfactory to the City. 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.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit,and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.2.15 Work Site.

3.2.15.1 Ins;;ection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances—time or money—will be allowed as to such matters after commencement of the Services.

3.2.15.2 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, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies, or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services 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 Services until the same is fully completed and accepted by City.

3.2.17 Warranty. Contractor warrants all Services 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 Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services 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 Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require - 10-

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 the Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total annual compensation shall vary, subject to City Council approval of the annual budget itemized for Tree Care & Maintenance Services, including routine monthly services as well as Additional Extra Work, which may be authorized, as described below.

3.3.1.1 Adjustments. Beginning July 2026, upon Contractor's request, Contractor's rates may be adjusted no more than once per year based on the percentage change in the Consumer Price Index- All urban consumers, All Items - (Series ID# CUURS49CSA0) Riverside-San Bernardino —Ontario, CA areas for the twelve (12) month period January through January immediately preceding the adjustments. All such price adjustment requests shall be submitted by May 1st. The failure to submit price adjustment requests by May 1st shall waive the Contractor's right to request an adjustment for that year. Upon proper notice, price adjustments shall go into effect on July 1st of the same year. In no event shall the adjustment exceed five percent(5%) in any single year.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized Invoice which indicates work and site locations completed specifying Services rendered by Contractor. The Invoice shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods,as appropriate, through the date of the invoice. City shall, within 45 days of receiving such invoice, review the statement and pay all approved charges thereon.

3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement 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. - 11 -

3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.5 Emergency Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Emergency Work"means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

The City Manager may approve Emergency Work up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars($50,000.00). In no event shall the total sum of the agreement (basic compensation amount and Extra Work) exceed fifty thousand dollars ($50,000.00). Any Extra Work in excess of this amount shall be approved by the City Council. Contractor shall not perform, nor be compensated for, Emergency Work without written authorization from City's Representative.

3.3.6 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 certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, 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 claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices(Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815)and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable"public works"or"maintenance" project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements.

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. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, 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 and shall not be compensable by the City. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees and agents free and - 12 -

harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

West Coast Arborist, Inc.
2200 E. Via Burton Street
Anaheim, CA, 92806
Attn: Patrick Mahoney, 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
Such notice shall be deemed made when personally delivered or when mailed, forty-eight(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. - 13-

3.5.2 Indemnification.

3.5.2.1 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 Agreement, 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.

3.5.2.2 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 indemnification section that may be brought or instituted against City or its officials, employees, agents, and 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 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 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 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 Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents, and volunteers.

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

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

3.5.5 City's Right to Emr:lov Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
- 14-

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement, or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.

3.5.8 Construction. References. Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees,agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third-Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests. 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 Agreement. 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 Agreement. Contractor further agrees to file, or shall 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 Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City,during the term of his or her service with City,shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.14 Cooperation: Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. - 15-

3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.
[SIGNATURES ON FOLLOWING PAGE]
- 16-

SIGNATURE PAGE FOR

TREE MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF UPLAND
AND WEST COAST ARBORIST, INC.

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

CITY OF UPLAND WEST COAST RBT, INC.

AP:i
;LsidenJ75

B L ELT
Mayor
Printed Name:

ATT TED BY: PATRICK MAHONEY
By

KERI JOHN ON J
City Clerk - Its:

Secretary
APPROVED AS TO FORM: Printed Name:

RICHARD MAHONEY
Best Best& Krieger LLP
City Attorney
366764
Contractor's License Number
1000000956
DIR Registration Number
- 17-

EXHIBIT A

SCOPE OF SERVICES
The Public Works Department is responsible for providing Tree Care Maintenance to City trees located in parkways, medians, parks, landscape areas within the public right-of-way and open spaces.

The Contractor's primary responsibility will be to maintain the City of Upland's Urban Forest at highest industry standards by integrating innovative and progressive techniques and to follow the objectives as set forth in the specifications. The Contractor shall furnish all labor, equipment, materials, tools, services, and special skills required to perform tree care and maintenance as set forth in this specification and in keeping with the highest standards of quality and performance.

The Upland Citywide Urban Forest Management Plan requires the continual electronic maintenance of the tree inventory and related maintenance history of each City tree. The data must be contained in a management software system that is GIS based and is capable of tracking and easily running tree related reports, to include but is not limited to reports on the work orders: historic data, work in progress and the financial status.

The system will also need be capable of providing site specific tree information & providing the maintenance history to the public via the City's website, to include but not limited to daily status reports and activity report for the public to review on the City Website.

The term of the Agreement will be for an initial Three (3) Years with Five 1-year extension options that may be granted at the City's sole and absolute discretion. The City reserves the right to alter or modify any of the services in their sole and absolute discretion.

EXHIBIT A

EXHIBIT B

TREE CARE & MAITENANCE SERVICE SCHEDULE & PRICING FORM
ITEM: DESCRIPTION: Unit Unit Price
Grid Pruning
1 Flat Rate Per Tree Each -' $74.00
Full Prune per Service Request
2 00"-12"DSH Each $74.00
3 13"-18"DSH _ Each $100.00
4 19"-24"DSH Each $124.00
5 25"-30"DSH Each $144.00
6 31"-36" DSH Each $294.00
7 36" +DSH Each $494.00
Crown Raise per Service Request
8 00"-12"DSH Each $40.00
_ 9 13"-18" DSH Each $45.00
10 19"-24"DSH Each _ $75.00
11 25"-30" DSH Each _ $95.00
12 31"-36" DSH Each _ $144.00
13 36" +DSH Each $224.00
Crown Cleaning per Service Request
14 00"-12" DSH Each $74.00
15 13"-18" DSH Each $100.00
16 19"-24"DSH _ Each $124.00
17 25"-30" DSH Each $194.00
18 31"-36" DSH Each $224.00
19 36" + DSH Each $274.00
Crown Reduction per Service Request
20 00"-12" DSH Each $204.00
21 13"-18" DSH Each $294.00
22 19"-24" DSH _ Each $344.00
23 25"-30" DSH _ Each $394.00
24 31"-36" DSH Each $444.00
25 _36" + DSH Each $524.00
Tree&Stump Removal
26 00"-12" DSH Each $224.00
27 13"-18" DSH Each $324.00
28 19"-24" DSH - Each $500.00 _
29 25"-30" DSHEach $750.00
30 31"-36"DSH Each $850.00
31 36" + DSH _ Each $1,000.00
Tree Removal Only(No Stump)
. 32 00"-12" DSH Each $224.00
. 33 13"-18"DSH Each $324.00
34 19"-24" DSH Each $500.00
35 25"-30" DSH Each $750.00
36 31"-36" DSH Each _ $850.00
37 36" + DSH _ Each $1,000.00
Exhibit B

EXHIBIT B

TREE CARE & MAITENANCE SERVICE SCHEDULE & PRICING FORM
ITEM: DESCRIPTION: Unit Unit Price
Palm Pruning
38 _Date Palm Prune(Phoenix Spp,) _ Each $224.00 39 Date Palm Clean Trunk(Phoenix Spp.) Each $224.00 40 Fan Palm Prune(Washington Spp.) Each $64.00 41 Fan Palm Clean Trunk(Washington Spp.) Each $94.00 42 Prune—All other Palm Species Each $64.00 Stump Removal
43 Stump Removal per Stump Diameter Inch at Grade Dia. Inch $14.00 Tree Planting & Staking(Incl. Labor, Equip. Tree&Materials) 44 15 Gallon(2 Stakes per Spec) Each $194.00 45 24" Inch Box(2 Stakes per Spec) Each $394.00 46 _ 36" Inch Box(2 Stakes per Spec) Each $954.00 _ General Labor Rates
47 One(1) Ground Person Hour $89.00 48 One(1) Equipment Operator Hour $89.00 49 One(1)Tree Trimmer Hour $89.00 Day Rate
50 Service Crew—Day Rate
51 Specialty Equipment—Day Rate Day $2,136.00 Day $979.00
Emergency Services -52 Three(3) Person Crew—During Normal Business Hours Hour $300.00 53 Three(3) Person Crew—After Hours and/or Holidays Hour $450.00 General Arborist Services
54 Arborist Reports Hour $174.00
55 Level 1,2, or 3, Risk assessments hour $174.00 Other Charges
56 Traffic Control Hour $89.00
57 T Plant Health Care Hour $89.00
Exhibit B

Urban Forest Grid Pruning System
Enhancement -
OV 1113,4
1st Amendment to 4cAllAWk�
a Contract with ‘11
4 Aim,
A-i0011
West Coast Arborists
Public Works De-oartment jFOR
City Council Meeting - March 9 ,
2026
Damien R . Arrula , Assistant City
Manager Page 225 of 259

.:• 4 4,-.::X;...-12.: .t..4::'.144.!-:•••••`'.:,,,,„ VW Lot-,..r. , :762 • .-. .., - ... 1 •
- 3 y't:

Background
/• 1. .
•L
4 AVA0Law1P-'FiNI'.--' '
_ ,
-ti. T _'II Upland is home to more • �= :A �, than 29 837 publicly - Y•. .- •
i,�.*_ �,.-•a • . -, owned trees with an . r � • j it estimated value of .i •. ti _ .
z �� - a �...'Vr . more than < < , .�. $ 144 , 354 , 400 .

4. .. _ / /tn.. , 401.
` •
± is •• � • 'ter Public Works bears the � """ • responsibility of� • �.....„,..,k
�y ' " -� . .,r t caringfor this urban OF ups - ..
`� Pma i- 1 forest in accordance 0� . J._. d is �: :� _
� � . _ ,_....h - _ I1= with the Urban Forest Management Plan
" — _ Page 226 of 2�
r % ac-optec- by City

i
City of Upland
, ... ����/
Grid Trim Cycles
„r,1 sl i i ,[•a x
•
„�� • Upland is split into 16 1aa�h5[,...,�.L•,•., 2 , .,I „, , 3 grids .

A
.a[{, C. '~ • The municipal best
F z WIhSt� •
'\ practice ( standard ) is to
,alk
/ �° v - trim each grid every 4 - 5 4 5ix. uIh � years . Current trimming {,[., �,. �;;�,x i)I�YS cycle is every 7 years , X. t:Y{ ..,h S° but staff have identified ,,}Ww.,
..�r �.~.,•. °3�� i•sk Jam la
multiple areas in need of
7 I $ - •���� 9 iQ more frequent trimming . g i �`� • When trimmed more 1# . . 1i
;* I proactively , trees are :
r.Y..

W SS T t Ida St .[}u[a.•1[[.1.,i[1[, aih Le • • Inspected more regularly
I
lill

11...1.1..J y • Anticipatory measures are naGSki 6f• •N 0119 ph St $ I G rIF7l "'�i o� ,�n •, i — _ taken to address di, g�-§@2 decay , and hazards

Grid Trim Cycle Survey
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Staff conducted a brief
-4--jr-e-\
survey our of neighbors and
F_ rr-i,_
discovered the following
also trim on a 4 - 5 year
-14 , i( • 0411,
C,--,X.
cycle :
-,,,„ .,, :<,\,.., tr;
\\*,,r ,-, - • Ontario
111111 - • Claremont
s
. ' • Rancho Cucamonga
-....,..,.1%1% , '
Virla
Fontana
Upland
• Corona

Claims & Wind Events
OF DP
i
O4 , 14'
1LZFU���
46 16
Average Tree Related Claims Average Number of Annual Wind Events
0 Received Annually
FY 2021-2025 FY 2021-2025
Ion $28, 655 $ 693, 504
, .. 4,„ 21
_ ,), Average Amount of Claims Paid © Average Annual Staffing Costs Annually to Clean Up After Wind Events FY 2021-2025 FY 2021-2025
$ 130,000 burden
Average Annual Overhead
.n staff and reduces the focus on other
kr 7 responsibilities (like paving , pothol - - Costs to Administer Claims
FY 2026 Page 229 of 2fl

" �, • 416 - : �� ti• Key Benefits of a .14;4
:� ;_ ' Shorter Trim Cycle
i r
, 1 . Improved Tree
f �
lk. Structure and Health
y'
., ' . ' - • - • Smaller cuts = less -. . - �, `
Ta,p . � • " `' • :, I stress on the . ,. • ... )14. . . • { trees . Preserves ..� our investment •
•7 4 .' e ,.,i,.
.., _ . t .•
Y, _ ti: • More frequent
'� - ' ' % '' inspection of trees ....
:, �:: - ' -• = reduction of OF
�s =_ -mod �_� - J z - disease and decay r
j;: .„_� rr' �i _ _:!( • '. , qr r - • -:x • �� • More frequent
�LZFUR .r . / r ,
. ... ._ .. pruning encou4 g3P 11 weAOM stronacr branch

Key Benefits of a Shorter Trim Cycle
OF ul°Z
14,
j.
2 . More Predictable Budgeting
• Reduction in emergency response
• Reduced storm damage clean up costs • Stabilized workload pricing
• Better forecasting
3 . Improved Safety
• Clearer line of sight at intersections • Clearer visibility of traffic signals , stop signs , streetlights , signage , etc .

• Less contact with larder vehicles ( e . cr . trash trucks \

Key Benefits of a Shorter Trim Cycle
OF uPZ
/ 11111L '_ ReducedRisk k andLiability i l i 4L1F�o ,, ,y :p . , 4 . s ab ty E:"
k ,,,,,,*nA n • Reduced risk of branch failure 2" during strong winds
, -c4r17
• Reduced cost of claims
§) 1 I At , ;: :r
k ? .. ,:= • Reduced administrative burden , ..9 �.. .'fir , , E�.�..r;. r
I ' • v. •
tt: _ allowingmanagement to focus on _ ::
. 1 � � other needed areas
5 . Fewer Emergency Call Outs
.0
•
L y • Decreased reactive work
'1f •
• More balanced workload Page232of2fl

Key Benefits of a Shorter Trim Cycle
°F uPi
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,y
ip
4Z673 1
6 . Increased Public Satisfaction
• Less severe " butchering " of trees
• More natural canopy shape
• Fewer complaints to City Council and staff • Improved preservation and investment into citywide trees
i iL A
6, 1 I L id11111h1 dellim II e 233 of 8

n .1`7 /_ iy t.�.' .j ,1 -.. .,v ... `.-.. p'•-:! ms. •-•. t'4��.. :'a6 ••ia
•
Contract History „ tiy .,.,,...,_.4_, .. .\,„::,,;„�Y 4. , }�,•. : �-• - �u 'H ,�F � •�:.5.-,:4"..t1,1 t :-..,.,•:. n-s-:7 In.�- .: Y...:
.-^.f. ry IF.. - gyp. z.
•
2021 RFP issued to select a `7.•. e y41'4 • '' 4,-,••4''••:[ ••'••• • • • .' .)::.7........1*.H... ,,A•.:1)...,.:i.. tree trimminc company to - ,, `„ �• _ _ perform grid trimminc and ;. ti 4., . 1 : . am`
as needed services such �=r ,, `.'` • r as tree plantings s and h- : •.; �: � . . .• removals . ...-..•....„.._„ ,!',*„7:.s•A,. .....- •. ›. 5.--.:I:i..:r 1*:/••., - ' . .
2025 Staff identified a need • : _ _ ` _t1 •• i to reduce the c-rid trim _ z �' g. �0. 3 cycle and began analysis ,r
towards identifying = _ j = options of UPz ,- - ��
d
�., v� ' "fir +� " � / 2026 Staff are requesting to �� d • . �:
exercise 1 of 3 optional z F_ z` _' • �. , •_ . a., ..:, ` ' r:.�'_2r.i•- .:cam_` • ., • ,
5 ' y
extensions o f the �: _ w ,

Current vs. Proposed Grid Cycle
OF DP
4 d

41.4 — 41
ZFOlk
tit citvci Volk10
\
v
7-Year Cycle .. . 4 Estimated* I_ 4-Year Cycle I \h.
::::

Year 1 .
.
..,"
.. ...-.. .
.- 2 lak.

Year 2 Year 1 _
.

Year 3 Year 2 i _1
. _
Year 4 Year 3 J
Year 5 ,., i Year 4 1..

Year 6 /MI .
t2 MN
! i
_.1
Year 7 I
*Estimated at time of mill
d i
agenda publication, exact .
-.., ....
:r:-• 1 grid numbers to be
•-•,;I::::'7... I ! —45 finalized prior to City ,......t 3M-^ CE4‘....l....,Arn
..4. .ai -;-' 14
' I.Mm [1.-Pi!harmer .=
Council meeting.

Other Enhancements
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__,.....- ......-...--- - • • , \ - - - --__..._ . _.11 ,I.L.4....,,_ • '1.1',..),\.,--- _ - Chinese Elms along Euclid Fewer pine tree Reduced emergencies Avenue and other areas needles
.
will no longer reach the accumulating on
ground as they will be city streets and trimmed more regularly r private property Page 236 of 2111 even beyond the grid

Annual Cost Comparison
OF upi
•
ILZFUR 1
7 -year Cycle 4 -year Cycle
$ $
Grid Trimming 753 , 500 1 , 190 , 650
Extras (emergencies , plantings , $ $
removals ) 346 , 500 150 , 000
$ $
1 , 100 , 000 1 , 340 , 650
( 240 , 650 )
*Increased costs due to more frequent trimming is offset by Gas Tax with zero impact to the General Fund. Page 237 of 2M

Rate Survey
OF uPL
•
L1F :10
Staff also performed a brief rate survey to ensure - "best value " and compare our costs to neighboring cities -
City Population # of Trees $ per Tree* Claremont 37 , 266 29 , 000 $ 24 . 14 Upland 79 , 040 29 , 000 $ 27 . 59 Fontana 208 , 393 60 , 000 $ 28 . 33
Rancho 174 , 453 69 , 000 $ 30 . 43 Cucamonga
Corona 157 , 136 61 , 000 $ 36 . 07 Ontario 175 , 265 58 , 000 $ 37pag� 8of211 *calculated using annual tree trimming budget and number of trees .

Recommendation
pF UPt
vf
c9t1FOR�lP
1 . Adopt the new grid-pruning cycle , changing the urban forest grid
pruning cycle from seven years to four years ; and
2 . Approve the First Amendment to the Agreement with West Coast
Arborists , Inc . , in the amount of $ 1 , 410 , 880 for a term ending June 30 , 2027 . Page 239 of 214

...

Thank you!

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

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

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

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

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

X NO

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

X NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application. 03/03/26
Date ignature of au orized individual
West Coal Arborists, Inc.

Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

,°v °p`q� cITFUP LAND
/'�TL, "The City of Gracious Living"
�'Vv
DATE: March 9,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR SUBJECT: CITY COUNCIL WORKSHOP ON THE CONCEPTUAL DESIGN FOR THE SANTA FE

DEPOT REHABILITATION PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council receive a presentation on the project's conceptual design and provide staff and the City's consultant,Architerra Design Group,with comments.

GOAL STATEMENT
The proposed action supports the City's goal of improving public realm infrastructure in Historic Downtown Upland through focused efforts that retain the historic character of Downtown, as well as revitalize the Historic Downtown Sante Fe Depot Station and encourage an increase in ridership and create a plaza that attracts visitors and residents to patron the businesses within the Historic Depot and surrounding Downtown area.

BACKGROUND
In 2021, Congress reinstated the process of earmarking funds for local governments and nonprofits after a decade- long ban, initiating the return of congressionally directed spending through a reformed process called "Community Project Funding" (CPF).

The City previously applied for Community Project Funding Grants and was awarded$1 million in Fiscal Year(FY) 2022 from Congressmember Pete Aguilar and$750,000 in FY 2023 from Congressmember Norma Torres for Phases I and II of the"Downtown Upland Main Street Economic Recovery and Revitalization Project".

In 2023,the City applied to Congressmember Norma Torres for FY 2024 Community Project Funding Grant in the amount of$850,000 to rehabilitate the Historic Downtown Upland Sante Fe Deport Station as part of Phase III of the "Downtown Upland Main Street Economic Recovery and Revitalization Project". In August 2024, staff received a formal letter from the U.S. Department of Housing and Urban Development(HUD)to officially notify the City that the grant had been awarded.

The CPF grant for the Santa Fe Depot Rehabilitation Project will fund the design, construction, and ultimate rehabilitation of the Historic Station.The improvements will address the physical blight conditions within the Station Area with the goal of increasing ridership and patronage of the business within the two buildings on the property.The project and the other efforts of staff to enhance the economic climate in Downtown will help transform the Downtown into a pedestrian-friendly business district that encourages commerce through alternative transportation modes such as commuter rail,pedestrian traffic and bicyclists.

ISSUES AND ANALYSIS
Architerra Design Group was contracted to prepare a conceptual design to rehabilitate the Sante Fe Depot Station and once finalized,the scope of work included completion of the construction documents which would be utilized to bid the project. Part of the scope of work in the contract with Architerra is to conduct workshops with the Planning Commission and City Council on the conceptual design. The workshop with the Planning Commission was held on January 28th. The Commission's comments are incorporated into the conceptual plan for this review. Comments received by the City Council will also be incorporated into the conceptual plan and this iteration will be used to prepare the construction documents.

Attached for the City Council's review are the conceptual design,the inspirational materials board and an excerpt of the PowerPoint presentation that provides site specific details. The main components of the project include:

• Create an aesthetically pleasing plaza to increase pedestrian traffic on a portion of the large concrete area fronting A Street with landscaping,pedestrian amenities,as well as a covered outdoor patio area for the tenant space which is to be occupied by 42nd Street Bagel Company. • ADA improvements within the Station Area for compliance with Title 24. • Repaint the Depot Building and five platform canopies,and re-plaster the platform canopies with a smooth finish similar to the Depot Building.
• Install a pedestal entry sign near the platform area. • Design a new landscaping palette for all planters and repair irrigation system. • Rehabilitate all decayed improvements and remove blighting conditions. • Slurry seal the main parking lot and restripe.
• Replace missing light pole and increase lighting within the Station Area to provide a safe environment,and repair electrical system where needed.
• Replace old bicycle lockers with modern ones to encourage bicycle ridership to the station. • Repair dry rot on decking and wood trimming within the Depot Building and repaint all metal railing.

ENVIRONMENTAL DETERMINATION
The Project has been assessed in accordance with the 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) and Class 3 (New Construction or Conversion of Small Structures)of the CEQA Guidelines.

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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