Upland City Council
March 23, 2026

Upland Police, CA rig
CAD-2-CAD Unify /`

11. PROJECT CLOSURE

11.1. Project Closure
Project closure activities commence when all project deliverables have been completed.

Support of the systems will be transitioned to CentralSquare's Support and monitored per the Support and Maintenance Agreements.

Major Task Description
Post Go-Live Project Once complete, ensure CentralSquare project manager will provide TCR to Deliverables Customer for signoff of completed deliverables.

Final Audit CentralSquare project manager will perform a final audit to ensure all Contractual obligations have been met. A final TCR will be provided to Customer to confirm the project is completed.

Final Transition CentralSquare project manager performs final transition of Customer to Support who will become the primary conduit for entry,tracking, and resolution of system issues.

Customer interaction is officially handed over from the CentralSquare project manager to the CentralSquare Customer Success Manager(CSM).

Project Closure CentralSquare project manager performs administrative tasks to archive project documents and close the project.

11.1.1. CentralSquare Responsibilities
a) Perform payment reconciliation, deliver final project TCRs which generate remaining invoices.
b) Transition the CentralSquare point of contact from the Project Manager to the CSM and Customer Support Services Department.
c) Provide continued support based on terms of Agreement.

11.1.2. Customer Responsibilities
a) Provide approval of final Project TCRs within five (5) business days. b) Process payment of final invoices.

The contents of this material are confidential and proprietary to CentralSquare Technologies,LLC and may not be reproduced, published,or disclosed to others without the prior written consent of CentralSquare Technologies,LLC. ©2026 CentralSquare Technologies,LLC Page 46

Upland Police, CA 1171
CAD-2-CAD Unify

12. Appendix A — Contracted Modifications to Standard CentraiSquare Products
: Any changes to the requirements documented in approved System OSDs are subject to Change Order.

There are no product modifications proposed for this project.

The contents of this material are confidential and proprietary to CentraiSquare Technologies,LLC and may not be reproduced, published,or disclosed to others without the prior written consent of CentralSquare Technologies,LLC. ©2026 CentralSquare Technologies,LLC Page 47

Upland Police, CA rig
CAD-2-CAD Unify /`

13. Appendix J — CentralSquare Connectivity to Enterprise On- Premise Systems Policy
Customer Managed On-Premise Systems
The BeyondTrust/Bomgar and/or SecureLink remote support solutions shall be the method of remote access to on-premise customer systems and/or data.These solutions meet all requirements as contained in the FBI CJIS Security Policy(Remote Access). Use of either of these solutions enables customer agencies to remain CJIS compliant for purposes of FBI and/or state regulatory agency audits.

The contents of this material are confidential and proprietary to CentralSquare Technologies,LLC and may not be reproduced, published,or disclosed to others without the prior written consent of CentralSquare Technologies,LLC. ©2026 CentralSquare Technologies,LLC Page 48

Upland Police, CA rig
CAD-2-CAD Unify /`

14. Appendix Y — Workshop and Training Summary
Training/Go-Live Deliverable Quantity Training(s)/Workshop(s) Included Remote/Onsite Initial Discovery, Configuration:

Workshop#1: Kickoff, SMS &
Questionnaire (one hour, all 1 One (1) hour workshop Remote agencies need to attend the
workshop)
Initial Discovery, Configuration:

Workshop#2: Code-Mapping
1 One (1) hour workshop Remote
(one hour, all agencies need to
attend the workshop)
•
Isolated CAD Adapter testing 1 Five (5) hour testing event per agency Remote Provider End-to-End testing 1 Five (5) hour testing event per agency Remote Functional Acceptance Testing
(Customer End-to-End Testing) 1 Sixteen (16) hour testing event per Remote agency
•
CAD-to-CAD Hub Portal Console
and Administrator Training (all
1 Four(4) hour training session Remote
agencies need to attend this
training session)
CAD-to-CAD Hub Portal Console
and Administrator Training 1 Two (2) hour training session Remote (recap prior to Go-Live)
Three (3) days Go-Live Support-one
CentralSquare Unify Go-Live
1 (1) Consultant, eight (8) hours each Remote
Support Services
day, during normal business hours.

The contents of this material are confidential and proprietary to CentralSquare Technologies,LLC and may not be reproduced, published,or disclosed to others without the prior written consent of CentralSquare Technologies,LLC. ©2026 CentralSquare Technologies,LLC Page 49

Attachment C
Maintenance&Support
This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Customer during the Term of the Agreement.

1. Product Updates and Releases

1.1. Software Version. "Software Version"means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed.The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release,the 1 refers to the build, and the 3 refers to a fix.All Software Versions are provided and included as part of this Agreement.

1.2. Updates. From time to time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal "Update" to the Software. If Customer is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order.

1.3. Releases.Customer shall agree to install and/or use any New or Major Release within one year of being made available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance Services or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion,that such updates are necessary.

2. Support

2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Customer and CentralSquare agree that on-site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error.

2.2. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a Defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must provide CentralSquare with such facilities,equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy.

3. Online Support Portal
Online support is available via https://support.centralsquare.com/s/contact-us , offering Customer the ability to resolve its own problems with access to CentralSquare's most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare's website.

CentralSquare's technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ).

4. Exclusions from Technical Support Services
CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support

obligations with respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare ("Nonqualified Product"). Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software.

5. Customer Responsibilities
In connection with CentralSquare's provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following:

5.1 Provide hardware,operating system and browser software that meets technical specifications,as well as a fast, stable, high-speed connection and remote connectivity for accessing the Solution.

5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction;

5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software;

5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein;

5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems;

5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website;

5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer's proprietary, confidential,and classified information contained within Customer Systems;and

5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance.

6. Priorities and Support Response Matrix
The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non- covered causes-such as hardware, network, and third-party products-are not included in this priority matrix and are outside the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines:

Priority Issue Definition Response Time
Priority 1 — The software is completely down and will not Priority 1 issues must be called in via 833-278-7877 and Urgent launch or function. will be immediately answered and managed by the first available representative.

Priority 2— A high-impact problem that disrupts the Priority 2 issues must be called in via 833-278-7877 and Critical customer's operation but there is capacity to will be immediately answered and managed by the first remain productive and maintain necessary available representative. operations.

Priority 3— A Software Error related to a user function which Non-Critical does not negatively impact the User from the use Non-Critical Priority 3 issues must be reported via of the system. This includes system administrator Https://support.centralsquare.com/s/contact-us functions or restriction of user workflow but does
not significantly impact their job function.

Priority 4— Cosmetic or documentation errors, including Minor Customer technical questions or usability Minor Priority 4 issues must be reported via questions. Https://support.centralsquare.com/s/contact-us

7. Exceptions.CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to:

7.1. defectiveness of the Customer's Systems (including but not limited to environment, hardware or ancillary systems),or due to Customer corrupt, incomplete,or inaccurate data reported to the Solution,or documented Defect.

7.2. denial of reasonable access to Customer's System or premises preventing CentralSquare from addressing the issue.

7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solution.

7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or its agents.

8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved.

CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines:

Priority Resolution Resolution Time
Process
Priority 1 —Urgent CentralSquare will provide a CentralSquare will work continuously to provide the procedural or configuration Customer with a solution that allows the Customer to workaround or a code correction resume live operations on the production system. that allows the Customer to CentralSquare will either resolve the issue or provide a resume live operations on the resolution plan as soon as possible and not later than production System. twenty-four(24)hours after notification.

Priority 2— CentralSquare will provide a CentralSquare will work continuously to provide the procedural or configuration Customer with a solution that allows the Customer to Critical workaround or a code correction resume normal operations on the production System. that allows the Customer to
resume normal operations on the CentralSquare will either resolve the issue or provide a production System. resolution plan as soon as possible and not later than thirty- six(36)hours after notification.

Priority 3—Non— CentralSquare will provide a CentralSquare will work to provide the Customer with a Critical procedural or configuration resolution which may include a workaround or code workaround that allows the correction within a timeframe that takes into consideration Customer to resolve the problem. the impact of the issue on the Customer and CentralSquare's User base. Priority 3 issues have no
defined resolution time.

Priority 4—Minor If CentralSquare determines CentralSquare will work to provide the Customer with a that a reported Minor Priority resolution which may include a workaround or code error requires a code correction, correction in a future release of the software. Priority 4 such issues will be addressed in issues have no defined resolution time. a subsequent release when
applicable.

9. Cases needing development. Support cases that require code development (e.g. writing, modifying or reviewing source code to create new functionality, resolve issues, or improve existing features) will be transferred to the appropriate product development team. Cases transferred to product development will be reviewed to determine the nature of the request, the severity of the impact on the performance of the solution, and the availability of a resolution. CentralSquare reserves the right to close out Non-Critical(Priority 3)and Minor(Priority 4)support cases, without resolution, for development items that do not reasonably fall within the current product roadmap.

10. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non- production environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit.

10.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments.

10.2. Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled subordinate to production environment service requests.

11. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Software.

12. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.

13. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third-Party Software.

Customer is solely responsible for all costs associated with future resources and upgrades.

CentralSquare Access Management Policy
In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies ("CentralSquare")requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication ("FIPS") 140-2 validated cryptographic modules and AES encryption in 256-bit strengths.

BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare.

BeyondTrust
The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com .

Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare's support team will arrange a BeyondTrust session to establish the jump Customer.

The jump Customer resides on the agency side on the installed device, where an agency administrator can manage. Instructions on how to enable/disable jump Customers can be provided upon request.A sample workflow of a passive jump Customer is provided below:

Should an agency require support from CentralSquare,a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency's system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency's system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer.

Securelink
Similar to BeyondTrust's escorted session, Securelink may be utilized via"quick connect". To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device.

Similar to the jump Customer methodology, SecureLink may also be utilized via "gatekeeper". The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper.

Summation
BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer's network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions.

Attachment D
Service Level Commitments
The following applies to any cloud-hosted CentralSquare software only.The following does not apply to any on-premise software, hardware, or third-party products.

1. Service Level Commitments
A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.99%, excluding scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates during the unscheduled downtime regarding CentralSquare's progress in remedying the unavailability and estimated time at which the Solution shall be available.

B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer("Service Availability").Service Availability measurement shall be applied to the production environment only, and the points of measurement for all monitoring shall be the servers and the internet connections at CentralSquare's hosted environment.

C. Calculation. Service availability for a given month shall be calculated using the following calculation:

I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month.The resulting figure is divided by the total number of minutes available in the given month.

II. Service availability targets are subject to change due to the variance of the number of days in a month.

Ill. The total number of minutes which the service was not available in a given month shall exclude minutes associated with scheduled or emergency maintenance.

D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit calculated as follows:

Service availability in the relevant Percentage reduction in monthly fee for the Service period subsequent service period
Less than 99.99% but greater than or equal to 99.9% 1% Less than 99.9% but greater than or equal to 99.5% 5% Less than 99.5% 10%
E. Credit must be requested by the customer within sixty(60)days of the failed target.Any credit awarded shall be applied to the next applicable invoice.Customer shall not be eligible for credits where customer is more than thirty(30)days past due on their account.

2. Exceptions. The Service Level Commitments and availability stated in this Exhibit do not cover services interruptions or performance issues that are caused by factors outside of CentralSquare or it's hosting partner's control. Such factors may include, but are not limited to:

A. Internet Access. Issues relating to Customer's internet access.Any outages, slowdowns, or other problems related to the internet connection are explicitly disclaimed; B. Customer's Internal Network Issues. Issues originating from Customer's internal network such as network congestion, network equipment failure, or misconfigurations are explicitly disclaimed; C. Third-Party Acts. Issues caused by the acts or omissions of third-parties, including providers of internet services, or for issues arising from third-party software or hardware that is not provided by CentralSquare is explicitly disclaimed;
D. Gross Negligence or Willful Misconduct. Issues relating to the failure or delay in performance to the extent caused by the acts or omissions of Customer or its agents constituting gross negligence or willful misconduct are explicitly disclaimed; and,
E. Force Majeure.A force majeure event such as natural disasters, acts of God, or any other cause constituting force majeure are explicitly disclaimed.

3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte. If Customer requests to add additional Software, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc).

4. Releases. Customer agrees keep the software up-to-date with the cloud release cycle as determined by CentralSquare. Staying current is essential to address security, performance, and infringement issues, and is required for receiving software support.All modifications, revisions, and updates to the software will be provided through new releases, accompanied by documentation updates whenever the CentralSquare deems necessary.

5. Non-Production Environments. Included in the subscription fee is access to the training environment during the hours of 8:00am — 4:00pm EST, Monday through Friday. Should the Customer require extended access for items such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an agreed upon schedule.

))) TRITECH TriTech Software Systems
9477 Waples Street, Ste. 100
SOFTWARE SYSTEMS San Diego,CA 92121
Phone: 858.799.7000
Fax: 858.799.7011
www.tritech.com

SOFTWARE SUPPORT AGREEMENT

TRITECH SOFTWARE SYSTEMS
Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

SOFTWARE SUPPORT AGREEMENT

TABLE OF CONTENTS

1.0 DEFINITIONS 3

2.0 TERM AND TERMINATION 3

3.0 SUPPORT FEE(S) 4

4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE
OF CONDUCT 5

5.0 SOFTWARE ERROR CORRECTION 6

6.0 SOFTWARE UPDATES 7

7.0 LIMITATIONS 7

8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 9

9.0 LIMITATION OF LIABILITY 10

10.0 DISPUTE RESOLUTION 10

11.0 SEVERABILITY 10

12.0 FORCE MAJEURE/EXCUSABLE DELAY 11

13.0 CONSTRUCTION AND HEADINGS 11

14.0 WAIVER 11

15.0 ENTIRE AGREEMENT 11

16.0 APPLICABLE LAW 12

17.0 ASSIGNMENT 12

18.0 NOTICES 12

19.0 GENERAL TERMS 12
ADDENDUM A 15
ADDENDUM B 16
ADDENDUM C 29
Upland Software Support Agreement
Copyright Cif 2017 TriTech Software Systems Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

SOFTWARE SUPPORT AGREEMENT
Client: The City of Upland, a municipal corporation
Upland Police Department
Address: 1499 W. 13 th St.

City, State, Zip: Upland, CA 91786
Phone, Fax: 909.367.9881 /fax:

Contact Name: Chief Brian Johnson
This Agreement is made by and between TriTech Software Systems, a California corporation, referred to herein as "TriTech", with offices at 9477 Waples Street, Ste. 100, San Diego, California 92121 and Client named above, referred to herein as "Client".

A. WHEREAS, TriTech and Client have entered into a System Purchase Agreement dated April 25,2017 , (the "Purchase Agreement"); and B. WHEREAS, this Software Support Agreement (this "Agreement") is entered into to provide Software Support for the TriTech Software on an annual basis as further defined herein; and
C. WHEREAS, during the initial term of this Agreement, TriTech shall act as the Prime Contractor for maintenance of the System and shall provide the single point of contact with the Client as further defined herein;
NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows:

1.0 DEFINITIONS

1.1 All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Definitions section of the Purchase Agreement,which section is incorporated by reference herein as though set forth in full.

2.0 TERM AND TERMINATION

2.1 The initial term of Software Support services provided under this Agreement shall begin at first Go Live for the TriTech Software and end twelve (12) months thereafter. Software Support for subsequent annual terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. Following the initial term, either party may terminate this Agreement upon written notice to the other party ninety (90) days prior to the end of the then current annual support term. Provided that notice of termination has not been provided, on or Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Notice for signature.TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client.

2.2 Following the initial term of this Agreement, either party shall have the option, upon prior written notice as provided in this section, to terminate support and maintenance for applicable Subcontractor Software which is provided through TriTech as the Prime Contractor. In such event the Client shall enter directly into Support Agreement(s) with the individual Subcontractor(s). In order to provide continuity of support, either party shall notify the other party at least ninety (90) days prior to the end of the initial term of this Agreement of its intentions for continuation through TriTech as the Prime Contractor of support and maintenance for such Subcontractor Software. Support for Subcontractor Software if applicable under this Agreement will be provided in accordance with the applicable Subcontractor's terms for support which are attached hereto at Addendum C.

2.3 Either party may terminate this Agreement upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Agreement,provided that such failure has not been cured within thirty(30) days receipt of written notice of such failure; or(ii)the other party's business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or(iii) written notice of termination for convenience is provided by one Party to the other Party within ninety(90) days' prior to the end of the then current support term.

2.4 Client may terminate this Agreement without cause upon thirty (30) days' prior, written notice. Prepaid Support fees for the annual term in which such termination occurs will not be refunded.

3.0 SUPPORT FEE(S)

3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are established based on the software licenses purchased under the System Purchase Agreement.

The Software Support fee for the first renewal term shall be the amount specified in Addendum A hereto, subject to the adjustments as described in 3.2. In the event that this Agreement is terminated due to a claim of infringement pursuant to Section 18.0 of the Purchase Agreement, then TriTech will provide a prorated refund of the Software Support fees paid for the annual term in which this Agreement is terminated.

3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fee for the first renewal term and all renewals thereafter shall be subject to increase on an annual basis at a rate of 5%. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business, as approved in writing in advance by Client. Such expenses shall be paid by Client on receipt of TriTech's invoice for such expenses. Travel costs submitted for reimbursement will be actual costs,plus a five percent (5%) administrative fee.

3.4 If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users.

3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due,bear a late charge equal to one and one-half percent (1-1/2 %)per month, or the highest rate permitted by law,whichever is less,from thirty(30)days after their due date until paid. Failure to pay annual Software Support fees when due may result in a notice of termination in accordance with section

2.3. Remittance Address for Payments Only:

TriTech Software Systems
P.O. Box 203223
Dallas, TX 75320-3223

3.5.1 Payments may be made by check; wire transfer; or Automated Clearing House ("ACH"). TriTech will provide banking information if Client requests to pay by wire transfer or ACH.

3.6 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status,if TriTech is required to collect or pay sales,use,property,value-added,or other such taxes based on the software or services provided under this Agreement, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice.

4.0 SUPPORT SERVICES, POINT OF CONTACT,AND CODE OF CONDUCT

4.1 TriTech will provide support services as more fully described in Addendum B.

Services will be performed in compliance with all applicable local, State,and federal laws,statutes, orders and regulations and applicable industry standards for such services.

4.2 Client shall appoint a principal point of contact with a level of knowledge of the TriTech Software and Client's computer environment to manage the reporting of Software Errors to TriTech in accordance with the Software Error Guidelines and Procedures set forth in Addendum B. TriTech reserves the right to request that Client appoint a replacement point of contact upon reasonable written notice to Client.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

4.3 At all times during the term of this Agreement or any renewal period, each party shall ensure that its employees do not engage in a disrespectful, disruptive, demeaning, or otherwise inappropriate or abusive manner in dealing with the other party and its employees. Any such behavior shall be reported to the party's supervisor, manager, or executive as applicable for corrective action. A party's failure to remedy any reported issues related to employee misconduct, including removal of the offending employee from direct contact with the other party, may be cause for termination in accordance with section 2.3 herein.

5.0 SOFTWARE ERROR CORRECTION AND ACCESS

5.1 If, during the term of this Agreement, Client determines that Software Error(s) exist,it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall promptly notify TriTech pursuant to the guidelines and procedures described in Addendum B,setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and,if so verified,will manage the Software Error(s) in accordance with Addendum B. If TriTech is unable to reproduce the Software Error at TriTech's facility,the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by TriTech. TriTech will provide onsite assistance if the Client and TriTech determine that it is necessary for TriTech personnel to travel to Client's site to reproduce the error. If it is determined that reported problem was caused by the TriTech Software, TriTech will be responsible for its travel and related expenses for the onsite visit. In the event that the reported problem is determined to be the result of Equipment, Subcontractor Software or hardware, or System Software not provided by TriTech, or is otherwise not attributable to the TriTech Software Client shall reimburse TriTech for its travel expenses incident to the on-site visit, as well as TriTech's labor related to the on-site visit at its then current hourly rates for technical support and engineering.

5.1.1 If, during the term of this Agreement, Client experiences performance issues with the TriTech Software related to user transaction times (the elapsed time between electronically requesting information [i.e., depressing the "enter" key or mouse button] to the appearance of the data requested on the next screen) that materially degrades the operational use of the TriTech Software, the Client shall notify TriTech in accordance with Addendum B. TriTech will assist the Client to determine the source of the user transaction times issue (TriTech Software, third party products, Client supplied network, etc.). If the related to user transaction times is found to be caused by the TriTech Software, TriTech will use commercially reasonable efforts to resolve the issue according to the Priority status (defined in Addendum B) assigned based on the Subsystem,transaction type, and operational impact on the Client's Users.

5.2 TriTech maintains a Security program for security managing access to Client data — particularly HIPAA and CJIS information. This includes 1) a Pre-employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide required documentation(such as the CJIS Security Addendum Certification form and VPN documents). At all times TriTech shall comply with the data security provisions set forth in Section 11.2 of the Purchase Agreement.

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5.3 If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff's job assignment. If the Client requires fingerprints submitted in a form other than paper prints(such as Live Scan) or that such fingerprints be performed at the Client's site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client's site or for a vendor(such as Live Scan)to travel to the applicable TriTech Offices. This provision will apply during the duration of this Agreement.

6.0 SOFTWARE UPDATES

6.1 From time to time at TriTech's discretion, Updates to the TriTech Software and TriTech Documentation will be developed and provided to Client. All Updates to the TriTech Software and TriTech Documentation shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced.)

7.0 LIMITATIONS

7.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current general release version thereof that is offered to Client. If Client does not implement the most current general release version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12) months thereafter.

7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses.

7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates:

7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party.

7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech, or by misuse or neglect.

7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Agreement.)

7.3.4 Problems in the TriTech Software are caused by equipment not supplied by TriTech which does not meet the configuration requirements, or Client does not maintain the site and facility as specified in the TriTech Documentation.

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7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up- to-date virus checking software in accordance with TriTech Documentation and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the TriTech System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software on Client's Equipment. Client shall practice reasonable back-up procedures for the TriTech System in accordance with TriTech Documentation.

7.3.6 Problems in the TriTech Software are caused by Subcontractor Software, unless support for Subcontractor Software is provided under this Agreement,or System Software, including, but not limited to, operating system software.

7.3.7 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software.

7.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech,it shall,before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software,including but not limited to its suitability,operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software by Client degrades the performance of the System, Client shall immediately uninstall such software.

TriTech shall not be responsible for any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement,including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software.

7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client ("Third Party Changes"). Any such services shall be subject to additional charges by TriTech and the written agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes.

7.6 Problems in the TriTech Software or transmission of data caused by wireless services, including cell phone carriers, cell phone devices and operating systems, and any personal Upland Software Support Agreement
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settings on the devices are not warranted by TriTech,or covered under the terms of this Agreement.

Client's use of services provided by wireless service providers or carriers, or transmission of data from cell phone carriers, cell phones and operating system are at the Client's sole risk.

7.7 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems.

8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE,AND

SYSTEM SOFTWARE

8.1 Maintenance and support for Equipment provided under the Purchase Agreement (except as otherwise stated therein) is not included under this Agreement. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software,or to provide such maintenance in-house with qualified personnel.

If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder.

8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Purchase Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers, or the provisions of the applicable Subcontract support terms provided hereto at Addendum C if continued annual support for the applicable Subcontractor Software is provided under this Agreement as further defined herein. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Purchase Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non- proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows 0/S software (Microsoft) that generally affect the operation of the TriTech Software and are not caused by a Client specific installation or configuration of the 0/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder.

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9.0 INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 TriTech shall indemnify, defend, save, and hold the City of Upland, its elected officials, officers, employees, volunteers, and agents (collectively, "Indemnitees") harmless from any and all claims, lawsuits and/or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of TriTech, its employees, agents, contractors, or any subcontractor as a result of TriTech's or any subcontractor's performance pursuant to this Agreement; however, TriTech shall not be required to indemnify Client for any claims or actions caused to the extent of the negligence or wrongful act of any Indemnitee.

Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of any Indemnitee, TriTech's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

9.2 Notwithstanding the foregoing, the total liability of TriTech for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by Client to TriTech for the twelve (12) month term during which the cause of action for such claim or damage arose; or(ii) in the case of bodily injury, death, or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier(s), the coverage limits of such insurance. While this Agreement is in force, TriTech shall maintain insurance coverage as set forth in Section 17 of the Purchase Agreement.

9.3 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN CONTRACT

OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR

DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL

DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH

SOFTWARE,OR OTHERWISE RELATED TO THIS AGREEMENT,REGARDLESS OF

WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

10.0 DISPUTE RESOLUTION

10.1 The Parties desire to first attempt to resolve certain disputes, controversies and claims arising out of this Agreement or any Addenda hereto before a Party begins litigation. Prior to commencing litigation, at the written request of either Party, the Parties agree to meet onsite at the Client's location as determined by the Parties, and negotiate in good faith to resolve any dispute arising under this Agreement. Each Party shall be responsible for its associated travel costs. If the above negotiations do not resolve the dispute with sixty(60)days of the initial written request, either Party may take appropriate legal action.

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11.0 SEVERABILITY

11.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect,impair,invalidate or nullify the remainder of this Agreement,but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.

12.0 FORCE MAJEURE/EXCUSABLE DELAY

12.1 Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control("Excusable Delay"hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.

13.0 CONSTRUCTION AND HEADINGS

13.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit,construe,affect, modify, or alter the meaning of such sections or subsections.

14.0 WAIVER

14.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision.

14.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other,whether expressed or implied, shall not constitute a consent to,waiver of or excuse for any other, different or subsequent breach.

15.0 ENTIRE AGREEMENT

15.1 This Agreement and its Addenda or Amendment(s)represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement.

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16.0 APPLICABLE LAW

16.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law provisions and not including the United Nations Convention on Contracts for the International Sale of Goods if such convention would otherwise be applicable.

17.0 ASSIGNMENT

17.1 TriTech may assign this Agreement entirely in its discretion upon the express written assumption of the obligations hereunder by the assignee.

18.0 NOTICES

18.1 All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv)by personal delivery,to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof.

To Client: To TriTech:

Upland Police Department TriTech Software Systems
1499 W. 13th St. 9477 Waples Street, Ste. 100
Upland, CA 91786 San Diego, CA 92121
Attn: Chief Brian Johnson Attn: Contracts

19.0 GENERAL TERMS

19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement.

19.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed.

19.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof.

19.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement,but shall be construed as if all parties prepared this Agreement.

19.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders.

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19.6 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof), or a scanned and emailed copy shall be treated as an original.

19.7 This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment,waiver,variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

SIGNATURE PAGE FOLLOWS
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19.8 EACH PARTY'S ACCEPTANCE IS EXPRESSLY LIMITED TO THE

TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN

ANY PURCHASE ORDER, CONFIRMATION OR OTHERWRITING SHALL HAVE

ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY.

CITY OF UPLAND TRITECH SOFTWARE SYSTEMS
Accepted By(Signature) Accepted By(Signature)
M IV\ DU Vrey. ( Tony Eales
Printed Name Printed Name
City Manager Chief Executive Officer
Title Title
4,- z5 -C1
Date Date

TRITECH SOFTWARE SYSTEMS
Accepted By(Signature)
BIake Clark
Printed Name
Chief Financial Officer
Title
i('I 267- 7
Date
Upland Software Support Agreement
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ADDENDUM A

SUPPORT FEES
Support fees for the initial term beginning at first Go Live for the TriTech Software and ending twelve (12) months thereafter, are included under the Contract Price in the System Purchase Agreement. Based on the licenses purchased under the System Purchase Agreement, the annual support fee for the first renewal term(to begin 12 months post Go Live) will be $77,755.18. This amount does not include applicable annual recurring subscription fees which will be invoiced at time of support renewal for convenience.

Prior to the end of the then current support term,and each subsequent annual support term,TriTech will forward an invoice to Client for the annual support fee, which fees are subject to increase in accordance with section 3.2 of this Agreement. An increase in the TriTech Software licenses granted to Client will result in an increase in the Software Support fee.

TriTech's Software Support fees do not include fees for third party applications, or embedded software required, including but not limited to CAD Mapping or Mobile Mapping fees.

Option:

As further defined in Addendum B hereto, standard Software Support for Inform RMS, Inform Jail, Inform FBR, and Inform Fire applications is provided on an 8x5 basis. Support fees for 8x5 support is calculated at a lesser rate than 24x7 support. However, as an optional upgrade, Client may purchase Software Support for these TriTech Software applications on a 24x7 basis (this option is not available for CrimeView or FireView)with the applicable adjustment in support fee.

If this option has been chosen, check the box below:

Optional Support Upgrade to 24x7 for Inform RMS Yes ❑ Optional Support Upgrade to 24x7 for Inform Jail Yes
Optional Support Upgrade to 24x7 for Inform FBR Yes n Optional Support Upgrade to 24x7 for Inform Fire Yes
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ADDENDUM B

SOFTWARE ERROR CORRECTION

GUIDELINES AND PROCEDURES
(1) All TriTech Software Errors reported by Client's personnel shall be resolved as set forth below.

The response and resolution plan will be based upon the Service Level Agreement terms specified below by product. The Client may elect to downgrade the urgency of the issue if the operational impact is not severe. The Client may also request an upgraded response to a lower priority issue if the issue has a significant operation impact by requesting to speak to a supervisor/manager from TriTech's Customer Service Group.
(2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech.

Note (a): Critical Priority and Urgent Software Errors must be reported via telephone at the number listed in the Support Issues Priority and Response Matrix under section (9) below. If Critical Priority or Urgent Priority Software Errors are not reported via the telephone,the stated response and resolution times will not apply.

Note (b): High, Medium, and Lower Priority Software Errors may be reported via email to the address listed in the matrix below, or through TriTech's Support website via the Customer Service portal on TriTech's website.
(3) "Normal Customer Service Hours" (Business Hours) are 7:30a.m. through 7:30p.m. (Central), Monday through Friday, excluding TriTech holidays.
(4) The main support line will be answered by TriTech's Customer Service Depaitiuent, or TriTech's answering service, depending on the time/day of the call. During Normal Customer Service Hours, a Customer Service Representative will directly answer the support telephone call.

If a Customer Service Representative is not available to answer your call during Normal Customer Service Hours, the call will automatically be routed to the TriTech operator. If all Customer Service Representatives are busy, the operator will offer the option to leave a message, or in the case of a Critical Priority problem, as described below, locate a Customer Service Representative. (5) Following Normal Customer Service Hours, the call will be automatically routed to TriTech's answering service. Any calls routed to the answering service will be escalated to an on- call Customer Service Representative on-call for prompt follow-up and resolution, if required. (6) During Normal Customer Service Hours, each issue will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original reported issue. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day. Enhancement requests should be emailed to [email protected].

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(7) TriTech has approved Bomgar as the sole primary form of support connectivity for TriTech's software applications. Bomgar provides for passwords, advanced authentication, encryption and logging that meet or exceed FBI CJIS standards. The data is stored in a secure technology facility meeting FBI standards. The Client has access to log information through the TriTech support ticket management system Client portal on TriTech's website. Backup support connectivity is also required. The Client will ensure there is either reliable cellular coverage or a landline telephone in each physical area in which a Server or interface equipment is located to allow the Client's team to assist in troubleshooting.
(8) Reported software errors will be responded to and resolved in accordance with the Priorities and Response Matrix in Section 9 below. If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem.
a. If a response is not received, or a resolution is not provided in accordance with the Priorities and Response Matrix, the Client may request escalation of the issue in accordance with the TriTech Documentation.
(9) Priorities and Support Response Matrix
The following priority matrix relates to software errors resulting from the TriTech Software as further defined in this Agreement. Causes related to non-covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Agreement.

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Inform CAD, Inform Mobile, Inform Me, Inform Browser, Interfaces, and GIS Link Response Matrix
Priority Issue Definition Response Time
Priority 1— 24x7 Support for live operations on the Normal Customer Service Hours: Telephone calls Critical Priority production system: A system down event which to 800.987.0911 will be immediately answered severely impacts the ability of Users to dispatch and managed by the first available representative emergency units.This is defined as the following: but not longer than 5 minutes. • Inform CAD,Inform Mobile,Inform Me,or After Normal Customer Service Hours:Thirty Interfaces are down as further defined in the (30)minute callback after client telephone contact Special Note#1 below. to 800.987.0911.
• Critical servers inoperative,as listed in
Special Note#1. Priority 1 issues must be called in via 800. • Complete interruption of call taking and/or 987.0911 in order to receive this level of response. dispatch operations
• Loss of transactional data&transactional
data corruption
This means one or more critical server
components are non-functional disabling Inform
CAD,or Inform Mobile workstations,or disabling
Inform Me. These Software Errors are defined in
Special Note#1,below.

Priority 2— 24x7 Support for live operations on the Normal Customer Service Hours: Telephone calls Urgent Priority production system: A serious Software Error with to 800.987.0911 will be answered and managed no workaround not meeting the criteria of a by the first available representative but not longer Critical Priority,but which severely impacts the than 5 minutes. ability of Users to enter incoming calls for service
and/or dispatch emergency units. Such errors will After Normal Customer Service Hours:One(1) be consistent and reproducible. hour callback after client telephone contact to 800. 987.0911.

A significant number of the Inform CAD,or
Inform Mobile,workstations are negatively Priority 2 issues must be called in via 800. impacted by this error(e.g.,does not apply to a 987.0911 in order to receive this level of response. minimal set of Inform CAD or Inform mobile
workstations,or Inform Me users). These
Software Errors are defined in more detail in
Special Note#2,below.

Priority 3- Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls High Priority Software Error not meeting the criteria of a to 800.987.0911 by the first available Critical or Urgent Priority,has a workaround representative but not longer than 5 minutes after available,but which does negatively impact the the initial phone call.

User from entering incoming calls for service
and/or dispatching emergency units,or perform a High Priority issues may also be reported via common call taking or dispatch function. Such [email protected]. errors will be consistent and reproducible.

High Priority Issues are not managed after Normal
A significant number of Inform CAD,or Inform Customer Service Hours.

Mobile,workstations,or Inform Me users are
negatively impacted by this error(e.g.,does not
apply to a minimal set of workstations or users).

Upland Software Support Agreement
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Priority Issue Definition Response Time
Priority 4— Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800.987.0911 will be answered and managed does not negatively impact the User from entering by the first available representative but not longer incoming calls for service and/or dispatch than 5 minutes after the initial phone call. emergency units,or perform a common call taking
or dispatch function.This includes system Medium Priority issues may also be reported via administrator functions. [email protected].

Medium Priority issues are not managed after
Normal Customer Service Hours.

Priority 5— Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documentation errors,including to 800.987.0911will be answered and managed Client technical questions or usability questions by the first available representative but not longer than 5 minutes after the initial phone call.

Low Priority issues may also be reported via
support(ctritech.com.

Low Priority issues are not managed after Normal
Customer Service Hours.

Priority Resolution Process Resolution Time
Priority 1— TriTech will provide a procedural or configuration TriTech will work continuously(including after Critical Priority workaround or a code correction that allows the hours)to provide the Client with a solution that Client to resume live operations on the production allows the Client to resume live operations on the system. production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 12 hours after notification.

Priority 2— TriTech will provide a procedural or configuration TriTech will work continuously(including after Urgent Priority workaround or a code correction that allows the hours)to provide the Client with a solution that Client to resume normal operations on the allows the Client to resume normal operations on production system. the production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 36 hours after notification.

Priority 3- TriTech will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround or problem. code correction within a timeframe that takes into consideration the impact of the issue on the Client
and TriTech's User base. Priority 3 issues have
priority scheduling in a subsequent release.

Priority 4— If TriTech determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priority error requires a code correction,such resolution which may include a workaround or issues will be addressed in a subsequent release code correction in a future release of the software. when applicable. Priority 4 issues have no guaranteed resolution time.

Priority 5— Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues.

TriTech's roadmap planning process.

Upland Software Support Agreement
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Special Note#1: Priority 1 -Critical Priority issues meeting the previously noted criteria are defined as follows:

1. Inform CAD:
a. The Inform CAD System is down and all workstations will not launch or function. b. The Inform CAD System is inoperable due to transactional data corruption caused by TriTech Software. c. The Inform CAD Reporting and Archiving Server is down and the system is configured to use the Reporting Server for dispatching functions(e.g.,Premise History). d. Law enforcement users are unable to send or receive justice queries(this priority applies if the functionality is available through no other available methods).

2. Inform Mobile,Inform Me:
a. The Inform Mobile System,or Inform Me is down and all unit mobile devices are unable to log in or function.
b. The Inform Mobile System is inoperable due to data corruption caused by TriTech Software. c. Law enforcement users are unable to send or receive justice queries(this priority applies if the functionality is available through no other available methods).

3. Inform Browser,and GISLink:
a. There are no Critical Priority(Priority 1)issues for these products.

Special Note#2: Priority 2-Urgent Priority issues,meeting the previously noted criteria,are defined as follows:

1. Inform CAD:
a. Inform CAD users are severely impacted due to one of the following conditions:
i. Unable to enter new requests for service via the emergency or scheduled call-taking screen. ii. A user is unable to verify an address from within the emergency or scheduled call-taking screen. iii. The inability to view/edit premise or caution note information. iv. The inability to send and receive text messaging(within CAD,CAD to Mobile,or Mobile to Mobile).
v. The system does not perform unit recommendations.
vi. Inability to assign a unit to an incident.
vii. Inability to change a unit's status.
viii. Inability to close an incident.
ix. Inability to view incident information needed to dispatch an incident. x. Disaster Recovery System,following a test failover is inoperable for more than one(1)business day

2. Inform Mobile,Inform Me:
a. Inform Mobile,or Inform Me users are severely impacted due to one of the following conditions:
i. Inability to receive new requests for service from Inform CAD. ii. Inability to view incident information needed to dispatch an incident. iii. The inability to send and receive text messaging(within CAD,CAD to Mobile,or Mobile to Mobile).
iv. Inability to enter a traffic stop or on-view incident. v. The inability to view premise or caution note information. vi. Disaster Recovery System,following a test failover is inoperable for more than one(1)business day.

3. Inform CAD/Mobile Interfaces:
a. An Inform CAD Station Alerting Interface is down or Inform CAD Station Alerting Interface repeatedly fails to process a station alert,as part of a unit assignment,or if there is a reoccurring significant delay in the interface processing a station alert as part of a unit assignment(once it is diagnosed that is not being caused by the station alerting system).
b. An Inform CAD Paging Interface is down.
c. An interface used for personnel rostering is down. d. A CAD-to-CAD interface is down or repeatedly fails to process information into an incident. e. An Inform CAD Paging Interface repeatedly fails to process a unit alert as part of a unit assignment. f An ANI/ALI interface repeatedly fails to process information into an incident. g. An interface to an external rostering system used to logon units is down. h. An AVL interface fails to process updates for over 50%of units. i. A mobile interface(MDT or MDC)repeatedly fails to process incident or status change information. j. A Standard CAD to External System Incident Data Transfer Interface License(RMS)is down.

4. Inform Browser:
a. Inform Browser is down and no workstations are able to login(unrelated to the Client's network).

5. GISLink:
a. There are no Urgent Priority(Priority 2)issues for this product.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

Additional Information:
• Disaster Recovery and Training CAD/Mobile Systems do not generally qualify for after Normal Customer Service Hours support.This would change if the Production System has failed over to the Disaster Recovery System or following a test failover it is inoperable for more than one(1)business day, TriTech will work to resolve the problem according to the Priority 2 response and resolution criteria included above. • Modifications to installed Inform CAD/Mobile Licensed Software that operates with State and National Criminal Justice Information Systems(State CJIS/NCIC)systems to accommodate Government Mandated Changes,as necessary,dictated by State and Federal agencies having authority over these programs will be provided in a subsequent update.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

Inform RMS, Inform Jail, Inform FBR, Inform Fire
Priority Issue Definition Response Time
Priority 1— Normal Customer Service Hours Support for live Normal Customer Service Hours: Telephone calls operations on the production system: A system to 800.987.0911 will be immediately answered Critical Priority down event which severely impacts the ability of and managed by the first available representative Users to log on the system,or severely impacts but not longer than 5 minutes. the ability of Users to book or release inmates.

This is defined as the following: After Normal Customer Service Hours:Unless optional 24x7 support is contracted,support for
• TriTech Inform RMS,Inform Jail,Inform Inform RMS,Inform Jail,Inform FBR,and FBR,or Inform Fire server software Inform Fire is not managed after Normal inoperative Customer Service Hours.
• Loss of ability for all Inform RMS,Inform
Jail, Inform FBR,or Inform Fire users to log If optional 24x7 support is contracted,after on to system Normal Customer Service Hours: Thirty(30) • Inform Jail system down minute call back after Client telephone contact • Loss of transactional data&transactional to 800.987.0911. data corruption
Priority 1 issues must be called in via 800.

This means one or more critical server 987.0911 in order to receive this level of response. components are non-functional disabling Inform
RMS,Inform Jail, Inform FBR,or Inform Fire
workstations. These Software Errors are defined
in Special Note#1,below.

Priority 2— Normal Customer Service Hours Support for live Normal Customer Service Hours: Telephone calls Urgent Priority operations on the production system: A serious to 800.987.0911 will be immediately answered Software Error with no workaround not meeting and managed by the first available representative the criteria of a Critical Priority,but which but not longer than 5 minutes. severely impacts the ability of Users from
performing a common function,or severely After Normal Customer Service Hours:Unless impacts the ability of Users to book or release optional 24x7 support is contracted,support for inmates. Such errors will be consistent and Inform RMS,Inform Jail,Inform FBR,and reproducible. Inform Fire is not managed after Normal Customer Service Hours.
• Loss of ability for Inform RMS users to enter
Case(Incident,Arrest and Custody)records If optional 24x7 support is contracted,after into the system Normal Customer Service Hours: One(1)hour • Loss of ability to transfer Inform FBR call back after Client telephone contact to Reports 800.987.0911.
• Unable to book or release inmates
Priority 2 issues must be called in via 800.
987.0911 in order to receive this level of response
A significant number of the Inform RMS,Inform
Jail,Inform FBR,or Inform Fire workstations are
negatively impacted by this error(e.g.,does not
apply to a minimal set of Inform RMS,Inform
Jail,Inform FBR,or Inform Fire workstations).

These Software Errors are defined in more detail
in Special Note#2,below.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

Priority Issue Definition Response Time
Priority 3- Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls High Priority Software Error not meeting the criteria of a to 800.987.0911 by the first available Critical or Urgent Priority,has a workaround representative but not longer than 5 minutes after available,but which does negatively impact the the initial phone call.

User from performing a common Inform RMS,
Inform Jail,Inform FBR,or Inform Fire function. High Priority issues may also be reported via Such errors will be consistent and reproducible. [email protected]. • Loss of Non-Critical Data(with"Non- High Priority issues are not managed after Normal Critical"being defined as not causing an Customer Service Hours. error classified as a P1 or P2 error(above).
• NIBRS State reporting issues that cause
agency reports to exceed State error
submission limits
• UCR reporting multiple occurrence of
inaccurate data
A significant number of Inform RMS,Inform Jail
Inform FBR,or Inform Fire workstations are
negatively impacted by this error(e.g.,does not
apply to a minimal set of workstations).

Priority 4— Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800.987.0911 will be answered and managed does not negatively impact the User by preventing by the first available representative but not longer routine use of the system.This includes system than 5 minutes after the initial phone call. administrator functions.

Medium Priority issues may also be reported via
[email protected].

Medium Priority issues are not managed after
Normal Customer Service Hours.

Priority 5— Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documentation errors,including to 800.987.0911will be answered and managed Client technical questions or usability questions by the first available representative but not longer than 5 minutes after the initial phone call.

Low Priority issues may also be reported via
[email protected].

Low Priority issues are not manager after Normal
Customer Service Hours.

Priority Resolution Process Resolution Time
Priority 1— TriTech will provide a procedural or configuration TriTech will work continuously(including after workaround or a code correction that allows the hours)to provide the Client with a solution that Critical Priority Client to resume live operations on the production allows the Client to resume live operations on the system. production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 12 hours after notification.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

Priority Resolution Process Resolution Time
Priority 2— TriTech will provide a procedural or configuration TriTech will work continuously(including after Urgent Priority workaround or a code correction that allows the hours)to provide the Client with a solution that Client to resume normal operations on the allows the Client to resume normal operations on production system. the production system.

TriTech will use commercially reasonable efforts to
resolve the issue as soon as possible and not later
than 36 hours after notification.

P-riority 3- TriTech will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround or problem. code correction within a timeframe that takes into consideration the impact of the issue on the Client
and TriTech's User base. Priority 3 issues have
priority scheduling in a subsequent release.

P- riority 4— If TriTech determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priority error requires a code correction,such resolution which may include a workaround or issues will be addressed in a subsequent release code correction in a future release of the software. when applicable. Priority 4 issues have no guaranteed resolution time.

Priority 5— Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues.

TriTech's roadmap planning process.

Special Note#1: Priority 1 -Critical Priority issues meeting the previously noted criteria are defined as follows:

1. Inform RMS:
a. The Inform RMS System Server is down and unavailable for queries. b. The Inform RMS is inoperable due to data corruption caused by TriTech Software. c. Law enforcement users are unable to send or receive justice queries and transactions(this Priority applies if the functionality is available through no other available methods within the TriTech Software).

2. Inform Jail:
a. The Inform Jail System is down and all workstations will not launch or function. b. The Inform Jail System is inoperable due to transactional data corruption caused by TriTech Software. c. Inform Jail users are unable to book or release inmates.

3. Inform FBR:
a. The Inform FBR Server is down and unavailable to process reports. b. The Inform FBR Server is inoperable due to data corruption caused by TriTech Software.

4. Inform Fire:
a. The Inform Fire Server is down and unavailable to process NFIRS reports. b. The Inform Fire Server is inoperable due to data corruption caused by TriTech Software.

Special Note#2: Priority 2-Urgent Priority issues,meeting the previously noted criteria,are defined as follows:

1. Inform RMS:
a. The inability to create,save,access,or close records. b. The inability to enter property in the evidence module. c. The inability to move a piece of property to another location. d. The inability to assign a case to an investigator. e. The inability to create UCR/NIIBRS State Reports.
f. The inability to complete an expungement on a name record. g. The system does not display active master name alerts. h. The system does not display active warrants for a master name.

2. Inform FBR:
a. The inability to create,save,access,or close reports. b. The inability to transfer a report to RMS.
c. The inability to provide master resolution during entry. d. A report is unable to complete the approval workflow.

3. Inform Jail:
a. Inform Jail users are severely impacted due to one of the following conditions:

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

i. Unable to book or release inmates.

4. Inform Fire:
a. The inability to create save,access or close fire records. b. The inability to create save,access or close inspections records. c. The inability to create save,access or close hazard records.

Additional Information:
• State and Federal mandates relating to justice queries and reporting change from time to time. The following changes are considered covered support items:

A. Modifications to installed Uniform Crime Reporting(UCR)Program or National Incident Based Reporting System (NIBRS)facilities within the Inform RMS Licensed Software,or National Fire Incident Reporting System(NFIRS) within Inform Fire as necessary,in order to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

CrimeView Desktop, Fire View Desktop
Priority Issue Definition Response Time
Priority 1— There are no Critical Priorities for Not applicable.

Critical Priority CrimeView/FireView Desktop.

Priority 2— Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Urgent Priority serious issue with no workaround that severely to 800.987.0911 will be immediately answered impacts the ability of the system to process the and managed by the first available representative data. but not longer than 5 minutes.
• The Import Wizard continuous crashes Urgent Priority issues are not managed after upon trying to open it. Normal Customer Service Hours.

A significant number of the CrimeView Desktop
or FireView Desktop workstations are negatively Priority 2 issues must be called in via 800. impacted by this issue(e.g.,does not apply to a 987.0911 in order to receive this level of response. minimal set of CrimeView Desktop or FireView
Desktop workstations). This issue is defined in
more detail in Special Note#1,below.

Priority 3- Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls High Priority Software Error not meeting the criteria of an to 800.987.0911 by the first available Urgent Priority,has a workaround available,but representative. which does negatively impact the User from
performing a common CrimeView Desktop or High Priority issues may also be reported via FireView Desktop function. Such errors will be omega-support(atritech.com consistent and reproducible.
• Recent data is not available High Priority issues are not managed after Normal • Error message in the Crystal Report Customer Service Hours. • Diagnosis of TriTech Desktop software
issues and errors
• Diagnosis of Configuration issues
A significant number of CrimeView Desktop or
FireView Desktop workstations are negatively
impacted by this error(e.g.,does not apply to a
minimal set of workstations).

Priority 4— Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800.987.0911 will be answered and managed does not negatively impact the User by preventing by the first available representative. routine use of the system.This includes system
administrator functions. Medium Priority issues may also be reported via [email protected].
• Annual updates
• Geocoding issue Medium Priority issues are not managed after • Licensing Normal Customer Service Hours.
• Assistance with the setup of TriTech
Desktop on a new server and/or user's
computer
• TriTech software updates
These are defined in more detail in Special Note
#2,below.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

Priority Issue Definition Response Time
Priority 5— Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documentation errors,including to 800.987.0911will be answered and managed Client technical questions or usability questions by the first available representative but not longer than 5 minutes after the initial phone call.
• Provision of the current TriTech
Desktop tutorial(digital format) Low Priority issues may also be reported via [email protected].

Low Priority issues are not managed after Normal
Customer Service Hours.

Priority Resolution Process Resolution Time
Priority 1— No Critical Priority for CrimeView/FireView Not applicable.

Critical Priority Desktop
P- riority 2— TriTech will provide a procedural or configuration TriTech will work to provide the Client with a Urgent Priority workaround that allows the Client to resume solution that allows the Client to resume normal normal operations on the import system. operations on the import system within 48 hours of the call being received.

Priority 3- TriTech will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround within problem. a timeframe that takes into consideration the impact of the issue on the Client and TriTech's User base.

P- riority 4— TriTech will provide a procedural or configuration TriTech will work to provide the Client with a Medium Priority workaround that allows the Client to resolve the resolution which may include a workaround. problem. Priority 4 issues have no guaranteed resolution time.

Priority 5— Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues.

TriTech's roadmap planning process.

Special Note#1: Priority 2-Urgent Priority issues,meeting the previously noted criteria,are defined as follows:

1. CrimeView/FireView Desktop
a. The Import Wizard continuously crashes when accessing the Import Wizard extension within ArcCatalog.

This does not include ArcCatalog crashing on its own.

Special Note#2: Priority 4—Medium Priority issues

1. Annual Updates
a. Clients are entitled to two(2)saved query updates annually. i. The saved query updates are limited to the saved query groups included within the original application configuration and based on the original source field. Adding a new saved query group(s)or changing the source field will incur an additional cost. b. Saved query updates are by client request when new query values are made available

2. Geocoding issue
a. Individual records are not geocoding,this does not include creating new address locators to the profile

3. The software updates includes compatibility with ArcGIS releases but will not be compatible with ArcGIS Desktop

10.5 and beyond due to technical limitation
Not included in support:

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

• Change RMS/CAD vendor(s)
• RMS/CAD database schema updates(field length,type,size... table name change,etc...) • Lookup table updates(code/description)
• Crystal Report updates
• GIS source file updates
• Geocoding rate enhancement
• Re-import of historical data
• Change the GIS format(Shapefile,Personal Geodatabase,File Geodatabase,ArcSDE Geodatabase,etc...)of the reference data or Import Wizard output data.
• Add/remove Import Wizard profile fields
• GIS editing
• Other source file integration
• Additional profiles
Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

ADDENDUM C

SUBCONTRACTOR SUPPORT TERMS
(Attached, if applicable)
Not applicable.

Upland Software Support Agreement
Copyright©2017 TriTech Software Systems—Confidential&Proprietary Inform Unpublished: Rights reserved under the copyright laws of the United States

Docusign Envelope ID: F6664400-8783-4309-A333-E70187D83175 4pF U
r..) ` .yEd CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT �q t� ,tom 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):

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):

VNO
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.

DocuSigned by:
3/13/2026 rat& Q, QwArsak,
.—DOb4bFA29 8A4t
Date Signature of authorized individual
CentralSquare Technologies, LLC
Company/Applicant Name
(Levine Act definitions on reverse side)

Docusign Envelope ID: F6664400-8783-4309-A333-E70187D83175

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
o "The City of Gracious Living"
- -
DATE: March 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER
RICHARD GONZALES,DEPUTY PUBLIC WORKS DIRECTOR—UTILITIES ROSA GUTIERREZ,ENGINEERING MANAGER—UTILITIES

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

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

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

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

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

Following Council authorization, staff proceeded with contract development with KSM Electric,Inc. to perform the required emergency repair work at the Transfer Station.

ISSUES AND ANALYSIS
Staff has continued advancing the project toward construction. Staff has developed the pre-construction meeting agenda, which outlines the project schedule, coordination procedures, and key administrative and construction requirements necessary prior to commencement of work.

In addition,the project has been registered with the California Department of Industrial Relations,and a DIR project number has been issued. Staff has also submitted the necessary documentation for issuance of a Purchase Order in support of the contract.

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

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

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Exempt under Section 15378(b)(5)of the CEQA Guidelines.

4c °v °p`q� CITFUP LAND
�" - -
.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: March 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER

JESSICA GORDON,DEPUTY PUBLIC WORKS DIRECTOR-OPERATIONS

BOB CRITCHFIELD,ENGINEERING MANAGER
SUBJECT: CONSIDERATION OF A RESOLUTION APPROVING THE MEASURE I CONTINUATION

EXPENDITURE PLAN DEVELOPED BY THE SAN BERNARDINO COUNTY

TRANSPORTATION AUTHORITY
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution approving the Measure I Continuation Expenditure Plan developed by the San Bernardino County Transportation Authority.

GOAL STATEMENT
The proposed action supports the City's goal of continuing to maintain and improve the city's public roadway facilities.

BACKGROUND
Measure I is a one-half of one percent transactions and use tax originally approved by San Bernardino County voters in 1989 and renewed in 2004. The measure provides dedicated funding for transportation improvements throughout the County and is currently set to expire on April 1,2040.

ISSUES AND ANALYSIS
The San Bernardino County Transportation Authority (SBCTA) is proposing a continuation of Measure I beyond 2040, which is anticipated to be placed before voters on the November 3, 2026 ballot. If approved by voters, the continuation would maintain the existing one-half of one percent sales tax rate without increasing taxes and is estimated to generate approximately$7.5 billion over its first 30 years.Revenues would remain within San Bernardino County and would continue to be dedicated exclusively to transportation-related purposes.

The proposed Expenditure Plan allocates revenues by percentage and geographic subarea. The City of Upland is located within the San Bernardino Valley Subarea, where funds would be allocated as follows: twenty-five percent (25%)for Local Mobility, fifty percent(50%)for Regional Mobility,and twenty-five percent(25%) for Operations.

Local Mobility funds are distributed directly to jurisdictions based upon population and may be used for street rehabilitation,pothole repair,sidewalks,bicycle facilities,grade separations,and related improvements.Jurisdictions must adopt an annually updated Five-Year Plan to receive funds,and five percent(5%)must initially be reserved for active transportation projects.

Regional Mobility funds support major regional projects such as freeway and interchange improvements,rail capital and rehabilitation, congestion management, and relayed system enhancements, with expenditures determined by the SBCTA Board based on recommendations from local representatives. Operations funds support transit and mobility services, including bus and rail operations, senior and specialized transportation services, rideshare programs, and first/last mile connections.Additionally,three percent(3%)of total countywide revenue is reserved for Interregional Mobility projects addressing key corridors,goods movement,and emergency and disaster response infrastructure.

The Expenditure Plan includes return-to-source provisions,annual local audits,biennial SBCTA audits,and continued oversight by an Independent Taxpayer Oversight Committee. Pursuant to Public Utilities Code Section 180206,the Expenditure Plan must be approved by the County Board of Supervisors and a majority of the cities representing a majority of the incorporated population in order to place the measure before voters. Participating jurisdictions are being asked to consider the Resolution in advance of the deadlines necessary to place the measure on the November 2026 ballot.

ENVIRONMENTAL DETERMINATION
There is no environmental impact for approving the Measure I Continuation Expenditure Plan.Future projects funded by the Plan are typically exempt from CEQA as the resultant work falls under CEQA Categorical Exemption pursuant to State CEQA Guidelines Section 15301 Class 1 (Existing Facilities) and Section 15302 Class 2 (Replacement or Reconstruction).

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, STATE OF CALIFORNIA, APPROVING EXPENDITURE

PLAN FOR THE EXPENDITURE OF REVENUES IN SAN

BERNARDINO COUNTY EXPECTED TO BE DERIVED FROM THE

PROPOSED CONTINUATION OF MEASURE I
WHEREAS, the voters of San Bernardino County passed Measure I in November 1989 and renewed it in 2004, authorizing San Bernardino Associated Governments, acting as the San Bernardino County Transportation Authority, to impose a one-half of one percent transactions and use tax for transportation improvements, applicable in the incorporated and unincorporated territory of the County of San Bernardino, through April 1, 2040, and WHEREAS, Measure I has provided funding for numerous transportation projects, including freeways, local roads, major streets, interchanges, the Metrolink commuter train system, public buses, traffic signals, and more; and
WHEREAS, the imposition of the one-half of one percent transactions and use tax is set to expire in 2040, and
WHEREAS, San Bernardino County Transportation Authority, after engagement with private sector stakeholders and city and County representatives, has prepared an Expenditure Plan for the revenues expected to be derived from the proposed continuation of Measure I, which is anticipated to be placed on the November 3, 2026, ballot, and WHEREAS, the proposed Expenditure Plan for the continuation of Measure I is attached hereto as Exhibit 1, and
WHEREAS, if approved by the voters, the continuation of Measure I would authorize the collection of a one-half of one percent sales tax and generate an estimated $7.5 billion in its first 30 years for local transportation projects, and WHEREAS, if approved by the voters, the continuation of Measure I would not institute a new tax, but continue the existing one-half of one percent sales tax for transportation after April 1, 2040, and
WHEREAS, revenues raised from the continuation of Measure I would remain in San Bernardino County and could not be allocated by the state or federal government, and WHEREAS, Measure I would provide a long-term funding source to help fight traffic congestion; improve local streets, major roads and highways; and enhance San Bernardino County's economy by providing construction-related jobs, manufacturing jobs, and an effective transportation system to meet the needs of residents and the business community; and
WHEREAS, Public Utilities Code section 180206 requires that the Measure I Continuation Expenditure Plan be approved by the County Board of Supervisors and a majority of the cities representing a majority of the population residing in incorporated areas.

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

Resolution No.

Section 1. The City Council of the City of Upland, State of California, hereby approves the Measure I Continuation Expenditure Plan developed by the Board of Directors of the San Bernardino County Transportation Authority (Exhibit A).

Section 2. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.

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

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

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

PASSED, APPROVED and ADOPTED this 23rd day of March, 2026.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 23rd day of March, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Exhibit A
Transportation Expenditure Plan
Revenue Estimates and Distribution. Allocation of revenue authorized by Ordinance No. 26-1 is established within this Expenditure Plan. Funds shall be allocated by percentage of the actual revenue received.An estimate of revenues and allocation among categories for the first 30 years is$7.5 billion. The estimated revenue is based upon 2026 value of money and is not binding or controlling.

Return to Source. After deduction of required CDTFA fees, funds dedicated for the Interregional Mobility Expenditure Plan and authorized administrative costs, revenues generated from each specified Subarea within San Bernardino County will be expended on projects of direct benefit to that Subarea.

Revenues will be accounted for separately for each Subarea and then allocated to specified project categories. Decisions on how revenues for certain project categories are expended within the Subareas will be made by the Authority Board of Directors, based upon recommendation of local representatives, Subarea Identification. The San Bernardino Valley Subarea will include the cities of Chino, Chino Hills, Colton, Fontana, Grand Terrace, Highland, Loma Linda, Montclair, Ontario, Rancho Cucamonga, Redlands, Rialto, San Bernardino, Upland and Yucaipa and unincorporated areas in the east and west portions of the San Bernardino valley urbanized area. The Mountain/Desert area will include the following subareas: (1) The North Desert Subarea, which includes the City of Barstow and surrounding unincorporated areas; (2) The Colorado River Subarea, which includes the City of Needles and the surrounding unincorporated areas of the East Desert; (3) The Morongo Basin Subarea, which includes the City of Twentynine Palms, Town of Yucca Valley, and surrounding unincorporated areas; (4)The Mountain Subarea,which includes the City of Big Bear Lake and surrounding unincorporated areas of the San Bernardino Mountains; and (5) the Victor Valley Subarea, which includes the Cities of Adelanto, Hesperia, and Victorville; the Town of Apple Valley; and surrounding unincorporated areas including Wrightwood.

Contribution from New Development.No revenue generated from the tax shall be used to replace the fair share contributions required from new development as further described in Section 8 of the Ordinance.

Requirement for Annual Financial and Compliance Audits of Measure Funds. The San Bernardino County Transportation Authority shall undergo a biennial financial audit, and each local jurisdiction receiving an allocation of Measure revenue authorized in this Expenditure Plan shall undergo an annual financial audit, with all audits to be performed in accordance with generally accepted auditing standards and government auditing standards issued by the Comptroller General of the United States. Compliance audits also shall be conducted to ensure that each agency is expending funds in accordance with the provisions and guidelines established for Measure revenue including compliance with Maintenance of Effort provisions
The Interregional Mobility Expenditure Plan. Upon initial collection of revenue, 3%of the revenue generated across all San Bernardino County subareas will be reserved in advance of other allocations specified in this plan,in an account for the Interregional Mobility Expenditure Plan. The Interregional Mobility Expenditure Plan will provide resources for the planning and implementation of projects and programs that provide critical infrastructure to communities impacted by regional motorist,tourism, interregional travel, and goods movement. This program will help plan and deliver critical infrastructure improvements, such as enhancements in the Cajon Pass and other key corridors,that address congestion,

enhance mobility,improve safety,and strengthen resilience. It will also support evacuation planning, bolster emergency response capabilities, improve primary evacuation routes,and fund transit-related evacuation needs. In addition,the program will be available to address unexpected infrastructure damage resulting from natural or human-caused disasters, ensuring rapid recovery and the restoration of essential interregional mobility.

San Bernardino Valley Subarea Expenditure Plan. In that area described as the San Bernardino Valley Subarea, and referred to herein as the Valley Subarea,project categories shall be established as specified below. The San Bernardino Valley Subarea Expenditure Plan is illustrated in Figure A.

A. State and Federal Transportation Funds. A proportional share of projected state and federal transportation funds shall be reserved for use solely within the Valley Subarea.

B. Local Mobility 25%. Local priorities that focus on local roadway, bikeway, and sidewalk construction, repair, and maintenance for improved localized movement. Includes pass through for local priorities such as: local street widening& rehabilitation, potholes, grade separations, sidewalks, bike lanes,streetlights,and quiet zones. Allocations to local jurisdictions shall be on a per capita basis using the most recent State Department of Finance population estimates for January 1,with the County's portion based upon unincorporated population in the Valley Subarea. Estimates of unincorporated population within the Valley Subarea shall be determined by the County Planning Department, reconciled with the State Department of Finance population estimate for January 1 of each year.

Upon initial collection of revenue, each local jurisdiction shall reserve 5% of allocated revenue in a special account to be expended on active transportation projects.Eligible active transportation projects may include, at the discretion of the local jurisdiction, bicycle and pedestrian projects and costs for associated studies or plans. If, after at least ten years of revenue collection, the local jurisdiction's governing body makes a finding that the reserve for active transportation projects is no longer necessary, and the Authority Board of Directors subsequently approves the finding, then all Local Mobility funds allocated to the local jurisdiction may be used for any eligible purpose.

Local Mobility projects are defined as local street and road construction,repair, and maintenance and other eligible local transportation priorities. Except as set forth herein, Local Mobility funds can be used flexibly for any eligible transportation purpose determined to be a local priority, including local streets, major highways, state highway improvements, transit, and other improvements/programs to maximize use of transportation facilities. Expenditure of Local Mobility funds shall be based upon a Five-Year Plan adopted annually by the governing body of each local jurisdiction after being made available for public review and comment. Local Mobility funds shall be disbursed to local jurisdictions upon receipt of the annually adopted Five-Year Plan. The locally adopted Five-Year Plan shall be consistent with local,regional, and state transportation plans.

C. Regional Mobility 50%. Regional priorities that focus on goods movement,transit,managed lanes, congestion management, and emerging transportation technologies to enhance regional movement and include: highway improvements, bus and passenger rail (capital and rehabilitation), corridors, interchanges, environmental mitigation, traffic management systems (freeway service patrol and air quality strategies), quiet zones, planning and project development, and emerging transportation technology.

Regional Mobility projects are defined as congestion relief and safety improvements to corridors that connect communities, serve major destinations, and provide freeway access. Decisions on how Regional Mobility funds are expended will be made by the Authority Board of Directors,based upon recommendation of local jurisdiction representatives. Funding priorities shall be given to improving roadway safety, relieving congestion, and street improvements at rail crossings and shall take into

account equitable geographic distribution over the life of the program. Eligible projects also include, but are not limited to, signal synchronization, systems to improve traffic flow, commuter assistance programs,freeway service patrol,and projects that contribute to environmental enhancement associated with transportation facilities.

D. Operations 25%. Resourcing the operational costs for providing mobility services via rail, transit, senior and specialized services, first/last mile connections, ridesharing, and safety support functions.

Decisions on how Operations funds are expended will be made by the Authority Board of Directors, based upon recommendations of local jurisdiction representatives. Funding priorities shall be given to maintaining core services across all modes of mobility.

Mountain/Desert Expenditure Plan. In that area described as the Mountain/Desert area, the following Expenditure Plan requirements shall apply.The Mountain/Desert Subarea Expenditure Plan is illustrated in Figure B.

A. State and Federal Transportation Funds. A proportional share of projected state and federal transportation funds shall be reserved for use solely within the Mountain/Desert Subareas.

B. Local Mobility 70%. Local priorities that focus on local roadway,bikeway,and sidewalk construction, repair, and maintenance for improved localized movement. Includes pass through for local priorities such as: local street widening& rehabilitation,potholes,grade separations, sidewalks,bike lanes, and streetlights. Allocations to local jurisdictions shall be based upon population (50 percent) and tax generation(50 percent).Population calculations shall be based upon the most current State Department of Finance estimates for January 1 of each year. Estimates of unincorporated population within each Subarea shall be determined by the County Planning Department, reconciled with the State Department of Finance population estimate. Tax generation calculations shall be based upon CDTFA data.

Upon initial collection of revenue, each local jurisdiction shall reserve 5% of allocated revenue in a special account to be expended on active transportation projects.Eligible active transportation projects may include, at the discretion of the local jurisdiction, but are not limited to, bicycle and pedestrian projects and costs for associated studies or plans. If, after at least ten years of revenue collection, the local jurisdiction's governing body makes a finding that the reserve for active transportation projects is no longer necessary, and the Authority Board of Directors subsequently approves the finding,then all Local Mobility funds allocated to the jurisdiction may be used for any eligible purpose.

Local Mobility projects are defined as local street and road construction,repair,and maintenance and other eligible local transportation priorities. Except as set forth herein, Local Mobility funds can be used flexibly for any eligible transportation purpose determined to be a local priority, including local roads, major streets, state highway improvements, transit, including but not limited to, fare subsidies and service enhancements for seniors and persons with disabilities, and other improvements/programs to maximize use of transportation facilities. Expenditure of Local Mobility funds shall be based upon a Five-Year Plan adopted annually by the governing body of each local jurisdiction after being made available for public review and comment. Local Mobility funds shall be disbursed to local jurisdictions upon receipt of the annually adopted Five-Year Plan.The locally adopted Five-Year Plans shall be consistent with other local,regional, and state transportation plans.

C. Regional Mobility 20%. Regional priorities that focus on goods movement, transit, managed lanes, congestion management,and emerging transportation technologies to enhance regional movement and include: highway improvements, bus and passenger rail (capital and rehabilitation), corridors, interchanges, environmental mitigation, traffic management systems (freeway service patrol and air quality strategies),planning and project development, and emerging transportation technology.

Revenue collected within each Subarea shall be reserved in a special account to be expended on Regional Mobility projects of benefit to the Subarea. Regional Mobility projects are defined as major streets and highways serving as primary routes of travel within the Subarea,which may include State highways and freeways,where appropriate. Regional Mobility Projects funds can be used to leverage state and federal funds for transportation projects and to perform advance planning/project reports.

Expenditure of Regional Mobility funds shall be approved by the Authority Board of Directors,based upon a recommendation of Subarea representatives and the Mountain/Desert Policy Committee. If, after five years of revenue collection and every five years thereafter,the local representatives and the Mountain/Desert Policy Committee make a finding that Regional Mobility funds are not required for improvements of benefit to the Subarea, then revenue in the Regional Mobility category may be returned to local jurisdictions within the Subarea. Such return shall be allocated and expended based upon the formula and requirements established in the Local Mobility category.

D. Operations 10%. Resourcing the operational costs for providing mobility services via rail, transit, senior and specialized services, first/last mile connections,ridesharing,and safety support functions.

Decisions on how Operations funds are expended will be made by the Authority Board of Directors, based upon recommendation of Subarea representatives and the Mountain/Desert Policy Committee and/or Transit Committee. Funding priorities shall be given to maintaining core services across all modes of mobility services.

The Authority Board of Directors, based upon recommendation of Subarea representatives and the Mountain/Desert Policy Committee,may provide additional funding beyond 10%upon a finding that such increase is required to address unmet transit needs of the Subarea. All increases above the 10% initial revenue collected for the Operations category shall come from the Local Mobility category of the Subarea.

E. Mountain/Desert Policy Committee. The Mountain/Desert Policy Committee of the Authority shall remain in effect and provide oversight of the implementation of the Mountain/Desert Expenditure Plan.

Measure "I"
Transportation Expenditure Plan

FIGURE A
San Bernardino Valley Subarea Expenditure Plan
Local Mobility 25% Regional Mobility 50% Operations 25% Local priorities that focus on local roadway, Regional priorities that focus on goods Resourcing the operational costs for bikeway,and sidewalk construction,repair movement,transit,managed lanes, providing mobility services via transit, and maintenance for improved localized congestion management,and emerging senior and specialized services,first/last movement. Includes pass through for local transportation technologies to enhance mile connections,and safety support priorities. regional movement. functions.
• Local Street Widening&Rehabilitation • Highway Improvements • Transit Operations •• Potholes Managed Lanes Bus,Rail, Innovative Technolog• y and Passenger Rail
• Grade Separations • Capital and Rehabilitation • Student,Senior and Disabled • Sidewalks • Corridors Transit
• Bike Lanes • Roadway,Transit,ATP • Traveler Emergency Network •• Streetlights Interchanges • Vanpool/Ride Share • Quiet Zones _ Environmental Mitigation • First/Last Mile Traffic Management Systems
• Freeway Service Patrol
• Air Quality Strategies
• Planning and Project Development
• Emerging Transportation Technology
• Quiet Zones

FIGURE B
Mountain Desert Expenditure Plan
Local Mobility 70% Regional Mobility 20% Operations 10% Local priorities that focus on local roadway, Regional priorities that focus on goods Resourcing the operational costs for bikeway,and sidewalk construction,repair movement,transit,managed lanes, providing mobility services via transit, and maintenance for improved localized congestion management,and emerging senior and specialized services,first/last movement. Includes pass through for local transportation technologies to enhance mile connections,and safety support priorities. regional movement. functions.
•• Local Street Widening&Rehabilitation Highway Improvements • Transit Operations • Managed Lanes
• Potholes • Bus and Passenger Rail • Bus, Rail,Innovative Technology • Grade Separations • Capital and Rehabilitation • Student,Senior and Disabled • Sidewalks • Corridors Transit
• Bike Lanes • Roadway,Transit,ATP • Traveler Emergency Network • Streetlights • Interchanges • Vanpool/Ride Share •• Quiet Zones Environmental Mitigation • First/Last Mile • Traffic Management Systems
• Freeway Service Patrol
• Air Quality Strategies
• Planning and Project Development
• Emerging Transportation Technology
• Quiet Zones
14

Exhibit "B"
Independent Taxpayer Oversight Committee (ITOC)
ITOC Goal and Function. Voter approval of this Measure shall result in the continuation of the existing Independent Taxpayer and Oversight Committee (ITOC) as follows:

The ITOC shall provide citizen review to ensure that all Measure funds are spent by the San Bernardino County Transportation Authority (hereby referred to as the Authority) in accordance with provisions of the Expenditure Plan and Ordinance No. 26-1, Measure I and the Measure I Expenditure Plan.

Audit Requirement. A bi-annual fiscal and compliance audit shall be performed in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. The audit shall review the basic financial statements of the Authority as defined by the Governmental Accounting Standards Board and the financial and compliance audits of the member jurisdictions.

Role of Financial and Compliance Audit and the ITOC. The ITOC shall review the annual audits of the Authority; report findings based on the audits to the Authority; and recommend any additional audits for consideration that the ITOC believes may improve the financial operation and integrity of program implementation.

The Authority shall hold a publicly noticed meeting, which may or may not be included on the agenda of a regularly scheduled Authority Board of Directors meeting,with the participation of the ITOC to consider the findings and recommendations of the audits.

Membership and Selection Process. The Authority shall have an open process to select five committee members, which shall include solicitation of trade and other organizations to suggest potential nominees to the committee. The committee members shall possess one of the following credentials:
• Professional in the field of municipal audit,finance and/or budgeting with a minimum of five years in a relevant and senior decision-making position in the public or private sector. • Licensed civil engineer or trained transportation planner with at least five years of demonstrated experience in the fields of transportation and/or urban design in government and/or the private sector. No member shall be a recipient or sub-recipient of Measure funding.
• Three public members who possess knowledge and skills that will be helpful to the work of the ITOC.

The Chair and the Executive Director of the Authority shall serve as ex-officio members of the ITOC.

Terms and Conditions for Committee. Committee members shall serve staggered four-year terms. In no case shall any voting committee member serve more than twelve years on the ITOC. • Committee members shall serve without compensation, except they shall be reimbursed for authorized travel and other expenses directly related to the work of the ITOC. • Committee members cannot be a current local elected official in the County or a full-time staff member of any city/town, the County government, local transit operator, or state transportation agency.
• Non-voting ex-officio committee members shall serve only as long as they remain incumbents in their respective positions and shall be automatically replaced by their successors in those positions.
• If vacancies on the ITOC occur, for any reason, Authority staff will collaborate with Authority Board members to find an appropriate replacement, within 90 days of the vacancy or as soon thereafter as possible,to fill the remainder of the term. • When more than one application is received for a vacancy, the General Policy Committee will make a recommendation to the Authority Board of Directors to appoint an applicant to the ITOC.
• When only one application is received, the Board President will recommend to the Board the applicant's appointment to the ITOC.

ITOC Operation Protocols.
• The ITOC shall continue as long as Measure revenues are collected. • Authority Board of Directors and staff shall fully cooperate with and provide necessary support to ensure the ITOC successfully carries out its duties and obligations.

Conflict of Interest. ITOC voting members shall have no legal action pending against the Authority and are prohibited from acting in any commercial activity directly or indirectly involving the Authority, such as being a consultant during their tenure on the ITOC. ITOC voting members shall not have direct commercial interest or employment with any public or private entity that receives the transportation tax funds authorized by the voters in this Ordinance.

Exhibit C (Ballot Question)
Measure"I"Local Transportation Improvement Program
San Bernardino County Road Repair/Traffic Relief Extension Without raising tax rates, shall an ordinance to fund repairing potholes; keeping local roads in good condition; completing freeway/highway projects to improve traffic flow/safety,reduce traffic bottlenecks;

upgrading aging bridges/overpasses; creating local jobs; keeping student/senior/disabled/veteran transit fares low be adopted, extending the Y20 voter-approved transportation sales tax, providing approximately $250,000,000 annually until ended by voters,requiring audits,oversight,spending disclosure,local control?

4c, °v °p`q� CITFUP LAND
�" - -
.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: March 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DIRECTOR OF DEVELOPMENT SERVICES

DIANE COTTO,HOUSING MANAGER
SUBJECT: CONSIDER ADOPTING A RESOLUTION APPROVING THE CITY OF UPLAND

PARTICIPATION IN REGIONAL HOUSING TRUST FUND
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution approving the City's participation in the Joint Powers Authority establishing the San Bernardino Regional Housing Trust Fund(SBRHT);and authorize the City Manager, subject to City Attorney review,to approve non-substantive modifications to the Joint Powers Agreement that further its purpose without increasing the City's financial obligations or liability.

GOAL STATEMENT
The proposed action supports the City's HUD Consolidated Plan goal of creating affordable housing.

BACKGROUND
California faces a significant housing supply and affordability crisis spurred by high land costs, rising construction costs, limited financing options, among other factors. These issues and challenges have become localized with compounding, interrelated impacts on housing supply,homelessness, and economies at the local and regional scale.

A series of actions are needed at the local,regional,and statewide level to address these growing housing challenges.

One such regional action is a San Bernardino Regional Housing Trust (Trust) fund, which can raise funds for affordable housing production,preservation and rehabilitation,and other affordable housing-related activities.

In response to increasing concern around the housing challenges faced in the San Bernardino region, in 2021, the City/County Managers Technical Advisory Committee (CCMTAC)of the San Bernardino Council of Governments (SBCOG)formed an ad hoc subcommittee(Subcommittee)to explore the feasibility of implementing a housing trust fund for the San Bernardino region.At the direction of the Subcommittee,in January 2022, SBCOG released the San Bernardino Regional Housing Trust White Paper that details the potential benefits, structures, and an assortment of relevant case studies regarding the formation of a San Bernardino Regional Housing Trust(SBRHT).

Following the release of the White Paper,SBCOG released the SBRHT Strategic Plan,assessing housing needs in the San Bernardino region, and detailing funding source opportunities, financing options, activities that could be supported by the SBRHT.Throughout 2022 and 2023,SBCOG conducted outreach across the region,engaging local decision-making bodies, city/county managers, planning staff, elected officials, developers, and housing administrators on the SBRHT. Based on research and outreach conducted, it is recommended that a housing trust serving the San Bernardino region be structured as a Joint Powers Authority(JPA) consisting of local jurisdictions within the region.

On April 5, 2023, the SBCOG Board of Directors authorized staff to begin the process to establish the SBRHT, including the formation of a new JPA.

ISSUES AND ANALYSIS
San Bernardino County continues to experience significant housing affordability challenges.As noted in the Regional Housing Trust Fund presentation:
• Upland's median home sale price exceeds$800,000,among the highest in the County. • Rental costs remain unaffordable for many households earning below moderate-income levels. • Income limits and housing costs demonstrate a widening gap between household incomes and attainable housing options,particularly for first-time homebuyers and workforce households.

These conditions directly impact Upland residents, employees, and the City's ability to meet RHNA and Housing Element obligations.

Benefits of Participation
The SBRHT aims to provide a regional and programmatic approach to addressing housing needs throughout the San Bernardino Region,raising and leveraging funds to support housing creation,with a focus on affordable housing.

Participation in the JPA will:
• Expand funding opportunities by leveraging state,federal,and private resources; • Support affordable housing projects within Upland and San Bernardino County and across the region; • Provide regional coordination and administration to address housing needs comprehensively; • Attract development interest to the region;and
• Ensure local representation in decision-making through the JPA governance structure.

The Housing Trust Ad Hoc Committee is currently developing recommendations regarding policy priorities and administration.By joining the JPA,the City will have a voice in shaping these policies.

Governance and Local Control
Each participating jurisdiction would be represented through the JPA governance structure.Board composition would include both elected officials and subject-matter experts, ensuring technical expertise while preserving public accountability.The City would retain discretion over whether and how to utilize Trust resources for local projects.

Structure of JPA
The SBRHT Joint Powers Agreement is structured to comply with SB 20 (2023) and the Joint Exercise of Powers Act.As an early adopter of SB 20,the SBRHT may be better positioned to pursue State funding.The broader authority under the Joint Exercise of Powers Act also provides flexibility to exercise powers common to its member agencies.

The SBRHT is governed by a Board of Directors with full authority over the organization. The Board is primarily composed of locally elected officials from member agencies,along with at least two housing policy experts selected by the Board.The Board elects its officers and may establish advisory committees as needed.

The SBRHT may contract for administrative services. The Board adopts bylaws, approves budgets, and ensures compliance with applicable laws, including the Brown Act. Overall, the structure balances local government representation with housing expertise while maintaining organizational independence.

ENVIRONMENTAL DETERMINATION
The proposed action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment),and 15060(c)(3)(the activity is not a project as defined in Section 15378)of the State CEQA Guidelines, California Code of Regulations,Title 14,Chapter 3,because it has no potential for resulting in physical change to the environment, directly or indirectly. Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3)of the State CEQA Guidelines.

FISCAL IMPACTS
Participation in the Trust would require an annual membership contribution,subject to City Council approval through the budget process. Estimated dues range from $31,000 to $55,000 annually,based on population and participating agencies.No immediate General Fund impact is proposed.

Staff will return with specific funding recommendations once final dues are established. Participation requires City Council approval of a Joint Powers Agreement and is consistent with the City's Housing Element and General Plan policies.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA APPROVING, AUTHORIZING, AND

DIRECTING CITY STAFF EXECUTION OF THE JOINT

EXERCISE OF POWERS AGREEMENT RELATING TO

MEMBERSHIP IN THE SAN BERNARDINO REGIONAL

HOUSING TRUST (SBRHT)
WHEREAS, the San Bernardino Regional Housing Trust (SBRHT) will be formed upon the approval of at least three (3) qualified members as a joint powers authority between Member Agencies throughout the San Bernardino Council of Governments region (region); and
WHEREAS, SBRHT was created for the purpose of funding housing that assists persons and families with extremely low-, very low-, low- and moderate-incomes, including individuals and families experiencing homelessness and workforce households within the region; and
WHEREAS, the City of Upland is committed to increasing the supply of affordable housing and addressing the housing needs of residents across all income levels; and
WHEREAS, the City of Upland determined that there are limited financial resources for affordable housing development and that additional local financing will increase the competitiveness of individual projects for the State and Federal resources; and
WHEREAS, the SBRHT provides an opportunity to raise and pool funds to support the development of affordable and workforce housing including the development of financing, preservation and rehabilitation of such housing; and WHEREAS, the City of Upland find it in their mutual economic interest to address the housing needs of their residents on a regional level; and WHEREAS, the City of Upland determined that it is in the public interest and for the public benefit that the City of Upland become a member of the SBRHT to further facilitate the development of affordable housing in the City of Upland and throughout the region, including the financing of projects therefore by the SBRHT; and
WHEREAS, the City of Upland will be joining other jurisdictions that are members of the SBRHT in efforts to increase State and Federal resources for affordable housing directed to SBRHT; and
WHEREAS, the Agreement has been filed with the City of Upland, and the members of the Upland City Council, with the assistance of its staff, have reviewed said document; and

Resolution No.

WHEREAS, the SBRHT is authorized to issue grants and loans to developers for the purpose, among others, of financing and refinancing the construction, acquisition, and rehabilitation of affordable housing; and WHEREAS, the City anticipates there will be affordable housing projects in need of financing located in the City of Upland.

WHEREAS, the SBRHT shall be legally independent from the City of Upland and its debts, liabilities, and obligations shall not constitute those of the City unless expressly agreed to by both parties; and
WHEREAS, local land use authority remains fully vested in the City of Upland, and nothing in the Joint Exercise of Powers Agreement shall be construed to transfer, limit, or otherwise affect the City's sovereign authority over land use decisions; and WHEREAS, the City Council finds it to be in the best interest of the City of Upland and its residents to join the SBRHT and support regional housing solutions.

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

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

Section 2. The City Council hereby authorizes the City of Upland membership in the San Bernardino Regional Housing Trust (SBRHT).

Section 3. The City Council reviewed and approves of the Joint Exercise of Powers Agreement substantially in the form attached EXHIBIT A.

Section 4. The adoption of this Resolution shall not obligate the City of Upland or any department thereof to (i) provide any financing to acquire, construct or operate any Project or any refinancing of any Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, improvement, rehabilitation or operation of any Project; (iii) require any contribution or advance any funds whatsoever to the SBRHT other than membership fees for administrative costs; or (iv) except as provided in this Resolution, take any further action with respect to the SBRHT or its membership therein.

Section 5. The City Council, the City Clerk and all other proper officers and officials of the City of Upland are hereby authorized and directed to execute the Joint Exercise of Powers Agreement and to perform such other acts and deeds, as may be necessary or convenient to affect the purposes of this Resolution and the transactions herein authorized.

Resolution No.

Section 6. The City Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the SBRHT:

San Bernardino Regional Housing Trust
Attn: Director of the Council of Governments
1170 West Third Street, 2nd Floor
San Bernardino, CA 92410
Section 5. The proposed action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment), and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.

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

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

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

PASSED, APPROVED and ADOPTED this 23rd day of March, 2026.

Bill Velto, Mayor

Resolution No.

I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 23rd day of March, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

EXHIBIT A
Joint Exercise of Powers Agreement

SAN BERNARDINO REGIONAL HOUSING TRUST
THIS JOINT EXERCISE OF POWERS AGREEMENT("Agreement") is made this [NUMBER] day of[MONTH], 2026 ("Effective Date") pursuant to Government Code§ 6500 et seq., including but not limited to Government Code 6539.1, and other pertinent provisions of law, by and between San Bernardino County(the "County") and those cities within San Bernardino County who become signatories to this Agreement ("Cities"), and relates to the joint exercise of powers among the signatories hereto, each of which is hereafter referred to as "Member Agency" and collectively referred to as "Member Agencies" or"Members".

RECITALS
A. The Member Agencies have determined that a shortage of affordable housing exists as a result of various causes and wish to provide additional housing opportunities in a coordinated and comprehensive manner.The Member Agencies acknowledge that an adequate supply of housing will provide social and economic benefits to residents and taxpayers of each Member Agency.

B. Each Member Agency has the individual power to plan, acquire, manage, regulate, operate, finance and control the development, construction and operations of affordable housing programs, including housing serving the workforce, moderate-and lower-income households, and those experiencing homelessness,generated within its jurisdictional boundaries, as well as to create and issue development agreements for such activities. Nothing contained in this Agreement shall preclude any Member Agency from establishing, maintaining or providing programs or services to its respective residents as it deems proper or necessary.

C. The Member Agencies find it in their mutual economic interest to address housing needs of their residents on a regional level within the boundaries of San Bernardino County.

D. The Member Agencies desire to act in the public interest to lessen the burden on government by reducing the need for each Member Agency to act individually, and to provide charitable support for housing within their geographic boundaries.

E. California Government Code § 6500 et seq. ("Joint Exercise of Powers Act" or"Act") permits two or more public agencies to create joint powers authorities for the purposes set forth herein, permits the agencies to exercise jointly any power that the public agencies could exercise separately, and further grants certain additional powers to such joint power authorities.

F. California Government Code § 6539.1 authorizes the creation of a regional housing trust pursuant to the Joint Exercise of Powers Act, subject to certain requirements regarding governing composition and annual financial and auditing requirements.

G. Local land-use decisions remain solely with each Member Agency. Nothing in this Agreement deprives any party of its sovereign powers with respect to land use nor transfers such powers to this joint powers authority.

NOW,THEREFORE BE IT RESOLVED that the Member Agencies do hereby establish the entity to be known as the San Bernardino Regional Housing Trust, or SBRHT, to generate and/or maintain housing, disburse funding, and take other actions that will result in permanent additions to the housing stock within SBRHT's jurisdictional boundaries, and do hereby agree as follows:

1. Purpose.

1.1 The purpose of this Agreement is to establish a legal public entity separate from the Member Agencies that shall be responsible for the joint acquisition, management, operation, fundraising, planning, adoption, financing, administration, review, monitoring, and reporting of certain housing activities in the region for the benefit of those experiencing homelessness and extremely low-,very low-, low-, and moderate-income households, as defined in Section 50093 of the Health and Safety Code. By entering this joint powers authority Agreement, the Member Agencies seek to gain economic benefits not realized when operating individually. Further, the establishment of this joint powers authority provides for the economic viability and coordination of housing program financing and facilities throughout SBRHT's jurisdictional boundaries.

1.2 SBRHT shall be an entity which is legally independent from the parties to this Agreement and shall be responsible for the administration of this Agreement.

1.3 The assets, rights, debts, liabilities, and obligations of SBRHT shall not constitute assets, rights, debts, liabilities, and obligations of any of the Member Agencies. However, nothing in this Agreement shall prevent any of the Member Agencies from separately contracting for, or assuming responsibility for, specific debts, liabilities, or obligations of SBRHT, provided that the SBRHT Board of Directors ("Board") and the Member Agency approve, in writing signed by each party, such contract or assumption.

2. Powers.

2.1 General Powers. SBRHT shall have all the powers common to the Member Agencies of this agreement necessary or convenient, specified or implied,to accomplish the purpose of this Agreement as set forth in Section 1 above, subject to the restrictions set forth in Section 2.4. Said powers shall be exercised in the manner provided in the Joint Exercise of Powers Act, including without limitation all powers set forth in Government Code section 6539.1.

2.2 Specific Powers. Without limiting the generality of the powers conferred in subdivision 2.1 of Section 2, SBRHT is authorized to act on any or all of the following matters, as each Member Agency could act separately, and as it deems in the best interest of its Members,to the extent permitted by any and all applicable laws, codes, ordinances, resolutions, and regulations:
a. Facilitate and assist the Member Agencies and others in the housing sector to acquire, construct, rehabilitate,finance, refinance, operate, regulate, and maintain affordable housing programs, projects, and facilities, as determined by the Board.

b. Coordinate and collaborate with Member Agencies on funding solicitations and other opportunities for the purposes set forth in this Agreement to minimize and avoid, where possible, competition and redundancy in the pursuit of funding. c. Facilitate the planning, study, and recommendation of proper and appropriate SBRHT programs, activities, and management practices; including the research and study of issues related to housing.
d. Educate the public, Member Agencies, and other agencies and entities on SBRHT programs. e. Provide for or enter into agreements to provide for administrative,financial, construction, engineering, legal, audit, and any other professional services supporting any of the SBRHT programs or activities.
f. Solicit, apply for, accept, and receive grants, donations, advances, and contributions. g. Sue and be sued in its own name.
h. Incur and discharge debts, liabilities, and obligations which may include but shall not be limited to being in the form of secured bonds, revenue bonds, or other forms of secured or unsecured debt.
i. Issue bonds or notes and associated covenants,for designated purposes. j. Acquire or protect any necessary security or leasehold interests involved in loans, bonds, notes, or other financing methods implemented to carry out the purpose of this Agreement. k. Acquire, hold, lease, improve, construct, rehabilitate, maintain, pledge, assign, mortgage, operate, and dispose of real and personal property as may be necessary and appropriate in connection with the creation, construction,financing, development, and maintenance of certain workforce and affordable housing and the programmatic needs of SBRHT.

I. Issue and receive loans.
m. Acquire such insurance protection as it deems necessary. n. Adopt resolutions and ordinances necessary to carry out the purpose of this Agreement. o. Establish advisory committees or subcommittees as necessary. p. Form wholly-owned and controlled affiliate entities to accomplish any of its purposes. q. Adopt bylaws and such other rules and procedures as may be deemed necessary. r. Convey real and/or personal property interests and/or funds. s. Any other acts necessary to carry out the above identified actions that each Member Agency is empowered to take individually.

2.3 SBRHT shall undertake,facilitate, and encourage the acquisition, creation, construction, development, and maintenance of affordable housing programs, projects, and facilities, as determined by the Board.

2.4 SBRHT shall implement programs,financing mechanisms, and funding criteria to support and advance affordable housing opportunities within the jurisdictional boundaries of the Member Agencies.These programs may include, but are not limited to, loan and grant programs, land acquisition and disposition programs, and other initiatives designed to increase the supply, preservation, and quality of affordable housing.

2.5 SBRHT may establish criteria, policies, and guidelines governing eligibility, funding priorities, and program administration, provided such criteria are consistent with the purposes of this Agreement and applicable state and federal laws.

2.6 Equitable Member Agency Investment.The SBRHT Board shall establish criteria to allow for the equitable distribution of funds, and shall not exclude any Member Agency based on its rural, suburban, or urban character, as defined by the Board. Funding programs will not be set up as a means to impose zoning or land use changes within the boundaries of the member agencies.

2.7 Limitation on Powers.This Agreement does not authorize, and expressly prohibits, SBRHT to do any of the following:
a. Nothing in this Agreement shall be construed as transferring or delegating to SBRHT any land use, zoning, or development permitting power of the member agencies. Each member agency shall retain full and independent authority over land use decisions within its jurisdiction, including but not limited to general plan amendments, zoning classifications, entitlements, and project approvals. Any project or program funded or supported by SBRHT shall comply with the applicable general plans, zoning ordinances, and other land use regulations of the member agency within which the project is located, unless otherwise approved by the Member Agency. b. Regulate land use within the jurisdiction of any of the Member Agencies; c. Levy, or advocate or incentivize the levying of, any land use exaction, such as an impact fee, charge, dedication, reservation or tax assessment, as a condition of approving the funding for or approval of, a development project;
d. Require inclusionary zoning requirements;
e. Fund or otherwise approve an agreement for a housing project that is not permitted by the Member Agency within whose jurisdiction the project is proposed to be located; or f. Require any Member Agency to accept or provide any specific number of housing units as a prerequisite to joining or remaining a party to this Agreement. g. Impose additional development standards for grant funding beyond what is already conditioned by another entity.
h. In the event that the SBRHT has employees,the creation of any employee pension plan or any other retirement plan other than a plan created under the federal Internal Revenue Code sections 401(k), 403(b), 457(b), or Roth account plan.

3. Term and Termination

3.1 This Agreement shall be effective, and SBRHT shall come into existence, on the Effective Date, which shall be the date upon which this Agreement has been approved by three eligible Member Agencies.

3.2 This Agreement shall continue until terminated or dissolved pursuant to Section 3.3 of this Agreement. However, in no event shall the Member Agencies terminate or dissolve SBRHT if its termination or dissolution would conflict with or violate the terms or conditions of any bonds, financial instruments, or related documentation by or on behalf of SBRHT, including, without limitation, indentures, resolutions, and letter of credit agreements.

3.3 This Agreement may be terminated by consent of a majority of the Member Agencies, and upon full and complete liquidation of all liabilities, including, but not limited to, any bonds, consistent with Section 3.2. Upon termination of this Agreement, any surplus money or assets in possession of SBRHT, after payment of all liabilities, shall be distributed to the then-existing Member Agencies in proportion to the contributions made by each.

4. Governance

4.1 Members.The Member Agencies of SBRHT shall be the parties to this agreement who have not withdrawn from SBRHT, and such other entities that may join SBRHT after execution of this Agreement. New Members may join based on the terms and conditions set forth in Section 11.

4.2 Affiliates. Entities that are eligible to be a party to this Agreement may join the SBRHT as an affiliate.

Entities that join as an affiliate are not eligible to have a member of their governing board serve on the Board of Directors, as described in Section 4.3, or receive funding for a project within their jurisdiction until such time, if ever,they become a Member of the SBRHT.An eligible entity may become an affiliate through written notice from the executive officer of the entity, but shall not be a party to this Agreement.

4.3 Board of Directors; Composition. SBRHT is governed and administered by a Board of Directors ("Board")that shall exercise all powers and authority on behalf of SBRHT. The membership of the Board of SBRHT shall be in accordance with Government Code section 6539.1, and as it may be amended.As currently required at execution of this Agreement,the SBRHT Board shall consist of at least five (5) Directors, as follows:
a. At least three (3) Directors shall be locally elected officials from their respective Member Agency jurisdictions, and appointed by their respective Member, and b. Each Member Agency may appoint up to one (1) Director, and c. At least two (2) Directors shall be experts in homeless or housing policy that are not elected officials of any local agency. These Director positions shall be selected by a majority vote of the elected membership of the Board prescribed in Section 4.3(a) of this Agreement, and d. A majority of Directors must be locally elected officials from their respective Member Agency jurisdiction, and

e. Alternates for each Director position may be established by the Board of Directors, provided that such alternates meet the requirements established in this Agreement and under the bylaws adopted by the Board of Directors.

4.4 Advisory Committees.The Board may establish one or more advisory committees to advise the Board, pursuant to the bylaws.

4.5 Director Terms.The Member Agencies shall select their respective Directors for the Board no later than the Effective Date, or the effective date of the respective Member Agency entering into this Agreement, as may be applicable. Each Director shall serve a term of two years, but may be reappointed for successive two-year terms in accordance with this Agreement.At least 15 days prior to the end of a Director's term,the respective Member Agency must select a new Director or re- select the current Director for the new term of office.There is no limit on the number of terms a Director may serve. In the event of a vacancy on the Board in a Director position originally appointed by a Member Agency pursuant to this Agreement in Section 4.3(b),that Member Agency shall appoint a replacement in accordance with the criteria of Section 4.3(a)within 60 days of such vacancy who shall serve out the remainder of the term of the Director that has been replaced. In the event of a vacancy on the Board in a Director position appointed pursuant to this Agreement in Section 4.3(c),the SBRHT Board shall appoint a replacement in accordance with the criteria of Section 4.3(c)within 60 days of such vacancy who shall serve out the remainder of the term of the Director that has been replaced.

4.6 Officers.The Board of Directors shall elect a chairperson and a vice chairperson from among its Directors consistent with Section 8.6.

4.7 Compensation. Directors shall serve on the Board without compensation. Directors may be reimbursed for actual expenses that are approved in accordance with applicable provisions of this Agreement and SBRHT bylaws before the expenses are incurred.

5. Budgets and Financing.

5.1 The Fiscal Year of SBRHT shall, unless and until changed by the Board of Directors, commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year except that the initial Fiscal Year of SBRHT shall commence on the Effective Date of this Agreement and conclude on the next June 30th.

5.2 The Board shall annually adopt an operating budget for SBRHT setting forth anticipated expenses, financing sources and proposed service levels necessary to carry out the purposes of this Agreement.The payment of all SBRHT obligations is limited to the amount of appropriations allowed in SBRHT's approved budget, except as it may be revised with the approval of a majority of the Board of Directors.The budget for SBRHT shall distinguish between administrative costs (i.e.,the cost of operating SBRHT) and program costs (i.e.,the financing of the programs funded or sponsored by SBRHT).

5.3 The particular Program and Program budget funded, sponsored, or operated by SBRHT, as well as the level of, and mechanisms for,the involvement of SBRHT and each Member Agency, in such

Program and Program budget, shall be determined and approved by the Board. A Member Agency's individual contribution, involvement, and role in any particular Program or the Program budget shall be as may be mutually agreed between the Member Agency and SBRHT. By way of example only, said contributions, involvement, or role may include cash contributions, provision of services or staffing, use or transfer of title to real or personal property, pledges, guarantees, or whatever other instruments or involvement the Member Agency and SBRHT may agree to. Contributions of all kinds to the Program budget from private persons or entities and not-for-profit entities, whether their interests are represented by any Directors, are encouraged, so long as they do not cause a violation of any applicable conflicts of interest statutes, rules, or regulations.

6. Financial Management.

6.1 Pursuant to Government Code sections 6505.5 and 6505.6, the Board shall appoint an officer of SBRHT to hold the offices of treasurer and auditor of SBRHT.This officer can be either the treasurer of a Member Agency to this Agreement or a certified public accountant. Such person or persons shall possess the powers of and shall perform the treasurer and auditor functions for SBRHT required by sections 6505, 6505.5 and 6505.6 of the Government Code, including any amendments thereto. Pursuant to Government Code section 6505.1,the auditor and treasurer shall have charge of certain property of SBRHT.The treasurer and auditor shall ensure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of SBRHT.The treasurer and auditor of SBRHT shall be required to file an official bond as required by Government Code section 6505.1 with the Board of Directors in an amount which shall be established by the Board.

Should the existing bond or bonds of any such officer be extended to cover the obligations provided herein, said bond shall be the official bond required herein.The premiums on any such bonds attributable to the coverage required herein shall be an appropriate expense of SBRHT.

6.2 SBRHT shall publish an Annual Financial Report that shall describe the funds received by SBRHT and the use of such funds by SBRHT.The Annual Financial Report shall describe how the funds received by SBRHT have furthered the purpose of SBRHT.

7. Additional Officers and Staffing.

7.1 It is understood that SBRHT will require the support of administrative staff. When deemed necessary,the Board may contract for officers and staff with a Member Agency, the San Bernardino Council of Governments, or other independent contractors, agents, or volunteers as the Board may deem necessary to carry out any of SBRHT's powers, upon such terms and conditions as the Board may require, including the retaining of professional and technical assistance, provided that adequate funds are available in SBRHT's budget and are appropriated by SBRHT therefore.

7.2 None of the officers, agents, or staff, if any, directly contracted by SBRHT shall be deemed, by reason of their roles or duties or contracted status, to be employed by any Member Agency.

7.3 The officer or staff may be delegated authority as deemed necessary or appropriate by the Board.

7.4 If SBRHT contracts with a Member Agency to provide SBRHT with administrative services through persons who are employees and/or officers of the Member Agency,then any retirement liabilities

associated with that Member Agency's employees and/or officers shall not constitute a liability of SBRHT or any other Member Agency.This shall not preclude a Member Agency providing administrative services to SBRHT pursuant to a contract with SBRHT from accounting for such salary and benefit costs when negotiating the rates that the Member will charge SBRHT for providing such services.

7.5 All privileges and immunities from liability, exemptions from laws, ordinances and rules, and benefits that apply to officers, agents, or employees of a Member Agency shall apply to the same extent when performing duties for SBRHT.

7.6 None of the officers, agents, or staff, if any, directly contracted by SBRHT shall be deemed, by reason of their roles or duties or contracted status, to be employed by any Member Agency.

8. Meetings.

8.1 The Board shall schedule at least two (2) regular meetings each Fiscal Year.

8.2 Special meetings of the Board may be called by the Chairperson of the Board and otherwise in accordance with provisions of California Government Code §54956 and any applicable SBRHT bylaws.

8.3 All meetings of the Board shall be held subject to the provisions of California Government Code §54950 et seq. (the "Brown Act") and other applicable laws of the State of California.

8.4 A quorum is established if at least a majority of Directors are present at a meeting, except that less than a quorum may adjourn a meeting to another time and place. Unless otherwise provided in this Agreement or otherwise defined in the Bylaws, actions and decisions of the Board of Directors may be taken by a majority of the quorum present at any meeting. Each Director of a Member Agency shall have one vote and no weighted or proxy votes shall be permitted.

8.5 The Board of Directors shall cause minutes of all regular, adjourned regular, and special meetings to be kept as record of all meetings.

8.6 The Board of Directors shall elect a chairperson and a vice chairperson from among its Directors at the first meeting held in each calendar year. In the event that the chairperson or vice chairperson so elected ceases to be a Director,the resulting vacancy shall be filled at the next regular meeting of the Board of Directors held after such vacancy occurs or at a special meeting called for that purpose.

In the absence or inability of the chairperson to act,the vice chairperson shall act as chairperson.

The chairperson, or in the chairperson's absence,the vice chairperson, shall preside at and conduct all Board of Director meetings.

8.7 The Board of Directors may adopt,from time to time, by resolution, such rules, regulations and bylaws for the conduct of its meetings and affairs as the Board determines is necessary or convenient.

9. Bylaws.

9.1 The Board shall adopt bylaws for the conduct of its affairs, provided that they are consistent with this Agreement and are appropriate in order to carry out SBRHT's purpose.

9.2 The Board may,from time to time, amend its bylaws.

10. Fees.

10.1 Member Agencies shall make annual contributions ("Administrative Fee")towards the budgeted administrative costs of SBRHT in accordance with a cost allocation as determined and approved annually by the Board of Directors. Payment shall be due within 30 days of receipt of an invoice from SBRHT.

11. New Members.

11.1 New Member Agencies may be added to SBRHT by a majority vote of the Directors present at the meeting. Membership is effective immediately upon execution of this Agreement by the new Member Agency.

12. Withdrawal.

12.1 It is fully anticipated that each Member Agency shall participate in SBRHT until the purposes set forth in this Agreement are accomplished. A Member Agency may withdraw from SBRHT upon its governing board's adoption of a resolution stating its intent to withdraw from SBRHT.The withdrawal of any Member Agency shall be conditioned as follows:
a. The withdrawal shall be effective at the end of the SBRHT Fiscal Year which is at least 180 days after the receipt by SBRHT of a written notice of the Member Agency's intent to withdraw, accompanied by a copy of the governing board resolution stating the intent to withdraw; and b. Unless otherwise provided by a unanimous vote of the SBRHT Board, withdrawal shall result in the forfeiture of that Member Agency's rights and claims relating to distribution of property and funds upon termination of SBRHT. Withdrawn Members shall not be entitled to any reimbursement of Administrative Fees.

13. Amendments.

13.1 Except as provided in Sections 11 and 12, subject to all legal obligations of SBRHT, this Agreement may be amended by a writing executed by all of the Member Agencies of SBRHT.

14. Notices.

14.1 All notices to the Member Agencies shall be deemed to have been given to the Member Agencies (1)three days after mailing when mailed, postage prepaid by United States mail, return receipt requested, or (2) at the time of delivery when delivered personally or by courier service to the Member Agency's City or County Clerk during usual business hours at the principal office.

14.2 All notices to SBRHT shall be sufficiently given if made in writing and delivered either personally or by registered or certified mail, postage prepaid,to the executive officer of SBRHT at the following address, or to such other address as may be designated to SBRHT for formal notice:
1170 W.Third Street
2nd Floor
San Bernardino, CA 92410

15. Assignments; Other Agreements.

15.1 This Agreement shall be binding upon and shall inure to the benefit of the successors of any Member Agency. No Member Agency may assign any right or obligation hereunder without the written consent of all other Member Agencies. Participation in SBRHT is not intended to preclude Member Agencies from entering into similar agreements with other jurisdictions.

16. Severability.

16.1 Should any part,term, portion or provision of this Agreement, or the application thereof to any person or circumstance, be held to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, it shall be deemed severable, and the remainder of this Agreement or the application thereof to other persons or circumstances shall continue to constitute the agreement the Member Agencies intended to enter into in the first instance.

17. Headings.

17.1 All section headings contained in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any provision of this Agreement.

18. Non-Liability for Obligations of SBRHT.

18.1 The debts, liabilities, and obligations of SBRHT shall not be considered the debts, liabilities, or obligations of any Member Agency or its respective officers, agents, employees, representatives, or volunteers.
a. Assignment. Each Member Agency shall assign to the SBRHT its rights,title, and interest to recover damages from any third party for Claims (as defined in section c below) arising out of this Agreement,to the extent that the SBRHT has met its obligations to defend and indemnify such Member Agency pursuant to this Section.
b. Survival. SBRHT's duty to defend, indemnify, and hold harmless Member Agencies shall survive and continue in full force and effect after withdrawal of any Member from this Agreement, including as to the withdrawing Member Agency, or termination of this Agreement for any reason with respect to any Claims, as defined in 18.1.c.,that occurred before the date of such withdrawal or termination.

c. Pursuant to the provisions of California Government Code Section 895 et seq., each Member Agency that is party to this Agreement shall be liable for its own negligent or wrongful acts or omissions and those of its officers, employees, and agents. d. Indemnification.The SBRHT shall defend, indemnify and hold harmless each Member Agency, its officers, agents, employees, representatives and volunteers (the "Indemnitees") from and against any loss, injury, claim, lawsuit, liability, expense, or damages of any kind or nature (collectively, "Claims") brought by a third party which arises out of or in connection with SBRHT's acts and omissions related to its purposes set forth in this Agreement, including such third party claims arising out of or in connection with any Indemnitees acting within their authorized capacity as an officer, agent, employee, representative or volunteer of SBRHT.The SBRHT's duty to defend and indemnify under this section shall not extend to Claims otherwise arising out of the Indemnitees' own active negligence, omissions or willful misconduct, whether in whole or part.
e. Liability Financing. The SBRHT shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, and/or by purchasing commercial insurance, and/or by joining a joint powers insurance authority(JPIA) as determined by the Board. In the event SBRHT's financial obligations to indemnify, defend, and hold harmless, pursuant to this Subsection, exceed the liability reserve fund and/or the proceeds from any applicable insurance and/or JPIA coverage maintained by the SBRHT(hereinafter"Unfunded Liability"),the Member Agencies may provide for contribution or indemnification by any or all of the Member Agencies that are parties to the agreement upon any liability arising out of the performance of the agreement, and/or a Member Agency or Member Agencies may meet and confer with SBRHT in good faith to negotiate alternative means or mechanisms by which SBRHT may fund such Unfunded Liability; however, in no event shall the event of an Unfunded Liability relieve, limit, or waive SBRHT's obligations of indemnity or defense to each Member Agency as first set forth above in this Section. Nothing herein shall obligate any Member Agency to indemnify or hold harmless SBRHT for an Unfunded Liability or to make any contribution towards and Unfunded Liability. In no event shall any Unfunded Liability of the SBRHT be passed through to a Member Agency without the express, written, and voluntary approval of that Member Agency's governing body via a separate instrument.

19. Governing Laws and Venues.

19.1 This Agreement is made in the State of California under the Constitution and laws of such State and shall be construed and enforced in accordance with the laws of California. The parties agree that any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted and maintained exclusively in the state within the County of San Bernardino, California.

Each party irrevocably submits to the personal and subject matter jurisdiction of such courts and waives any objection to venue or forum non conveniens with respect to acutions brought in those courts.

20. Confirmation of Jurisdictional Authority.

20.1 By signing this Agreement,the Member Agencies retain all jurisdictional authority granted to them by the State and/or their respective Charters. The powers and/or authority granted to SBRHT pursuant to this Agreement shall in no way serve to limit or restrict an individual Member Agency's jurisdictional authority.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representative, have affixed their signatures on this Agreement, effective as of the date first stated above.

MEMBER AGENCY: [ENTER MEMBER AGENCY NAME]
By:
[INSERT Name of Authorized Signatory,Title]
Attest:
[INSERT Name of Witness (e.g. Clerk),Title]
MEMBER AGENCY:

By:
[INSERT Name Authorized Signatory,Title]
Attest:
[INSERT Name of Witness (e.g. Clerk),Title]

G'ti.4°F °p`qt CI TFUPLAND
.", 1` "The City of Gracious Living"
''' 5 oid.

DATE: March 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT R.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

ALAN FRENCH,PRINCIPAL ENGINEER
SUBJECT: CONSIDER APPROVAL OF A FOURTH AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH ADVANTEC,INC.

RECOMMENDED ACTION:

It is recommended that the City Council approve Amendment No.4 to the Agreement with ADVANTEC Consulting Engineers, Inc., increasing the current year compensation by $49,000, from $150,000 to a total annual amount of $199,000 through June 30,2026;extending the term of the agreement for an additional one-year period through June 30,2027;and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of providing reliable,timely and efficient traffic engineering services for the Upland citizens.

BACKGROUND
The City of Upland utilizes part-time contract consultants to provide professional services and to augment existing staff levels.On December 13,2021,the City Council approved a professional services agreement with ADVANTEC Consulting Engineers, Inc. for traffic engineering services and staff augmentation. The original contract was for a three-year term with two City-optional one-year extensions and was for a contract amount of$50,000 for Fiscal Year 21/22 and$100,000 for Fiscal Years 22/23 and 23/24 for a total contract amount of$250,000.

Due to the value of the service,on August 14,2023,the City Council approved Amendment No. 1 to the agreement with ADVANTEC which increased the annual contract amount by$50,000 for total annual amount of$150,000. This amendment allowed the traffic engineer to be on-site for an additional day per week(for a total of two days per week).

The City did process an Amendment No.2 for the Fiscal Year 2023/24 for signal design and permit assistance efforts to modify the traffic signal at 210 Freeway and Campus Avenue for an additional$24,000.

Amendment No. 3 was approved on June 23, 2025,to extend the contract one year to June 30, 2026, and an annual compensation not to exceed$150,000.

ISSUES AND ANALYSIS
The City Council approved the reorganization of Public Works which added a full-time in-house traffic engineer position. This position has not been filled and when that occurs,the ADVANTEC contract will no longer be needed.

During this past year, additional effort was needed for a traffic signal modification design. To expedite the effort, ADVANTEC was selected to perform the work knowing their contract amount may not be used as the traffic engineer was to start prior to June 30,2026.The signal modification effort was completed,and they are anticipated to provide the traffic engineering services for the remainder of the year which will require additional compensation of$49,000 for a total amount of$199,000 for Fiscal Year 2025/26. This effort will be covered by funds budgeted in the Other Services account.

Also,the current term of the ADVANTEC contract is due to end on June 30,2026. For this reason,the City wishes ADVANTEC to continue providing Traffic Engineering Services until the Traffic engineer position is filled later in the next fiscal year.Therefore,with this amendment,the City will extend the contract for an additional year at the rate of$150,000 for Fiscal Year 2026/27.

ENVIRONMENTAL DETERMINATION
This contract amendment for traffic engineering servicing with the City is not considered a project under the California Environmental Quality Act(CEQA)regulations,pursuant to Section 15378 of the CEQA Guidelines.

FISCAL IMPACTS
The total revised Agreement amount is $199,000. There are available funds in Development Services/Traffic Engineering Professional Services Account No. 1012208-5252.

Funding in the amount of$150,000 for Fiscal Year 2026/27 will be included as a part of the biennial budget process.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

AMENDMENT NO. 4 TO AGREEMENT

FOR PROFESSIONAL SERVICES WITH ADVANTEC
This Amendment No. 4 to that certain Professional Services Agreement entered into between the Parties is made and entered into as of March 23, 2026 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and ADVANTEC Consulting Engineers, INC., a California corporation ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, City and Consultant have entered into that certain Professional Services Agreement dated January 1, 2022, for the purpose of providing traffic engineering services to City (the "Original Agreement").

B. WHEREAS, City and Consultant have executed Amendment No. 1 to the Original Agreement dated August 14, 2023 ("Amendment No. 1") for the purpose of providing additional traffic engineering services for an additional compensation of$50,000 for City fiscal year 2022/23 and the future fiscal years.

C. WHEREAS, City and Consultant have executed Amendment No. 2 to the Original Agreement dated April 22, 2024 ("Amendment No. 2") for the purpose of providing additional traffic engineering services for an additional compensation of$24,000 for City fiscal year 2023/24.

D. WHEREAS the Parties have executed amendment No. 3 to the Original Agreement dated June 30, 2025 (the Original Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 are hereinafter collectively referred to as "the Amended Agreement") in order to extend the Amended Agreement for an additional one year to include City fiscal year 2025/26 for additional traffic engineering services in accordance with the compensation provisions of the Amended Agreement.

E. WHEREAS the Parties now desire to amend the Amended Agreement in order to increase the 2024/25 compensation by $49,000 and extend the Amended Agreement for an additional one year to include fiscal year 2026/27 for additional traffic engineering services in accordance with the compensation provisions of the Amended Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 4 and the Amended Agreement, the Parties mutually agree as follows:

AGREEMENT

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

2. Compensation Commencing January 1, 2026. Notwithstanding any provisions in Section 2 of the Amended Agreement to the contrary, (a) the fiscal year compensation for City fiscal year 2025/26 shall not exceed $199,000, (b) the Schedule of Charges shall be as set forth in Exhibit "A-1" attached hereto and incorporated herein by reference, and (c) the total fiscal year compensation for City fiscal year 2025/26 only shall not exceed $199,000 without prior approval by the City Council, and (d) the fiscal year compensation for 2026/2027 shall not exceed $150,000. Page 201 of 654

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

4. Extension of Amended Agreement. The Amended Agreement is extended for the City's fiscal year 2026/27 through June 30, 2027.

5. Counterparts. This Amendment No. 4 may be signed in counterparts, each of which shall constitute an original.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 4 on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
ADVANTEC Consulting Engineers, Inc.

Michael Blay,
City Manager Leo Lee, PE
CEO
ATTEST:

ADVANTEC Consulting Engineers, Inc.

Keri Johnson
City Clerk
Pauline Yip
Board Member
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

EXHIBIT A-1

ADDITIONAL TRAFFIC ENGINEERING SERVICES
[RATE SHEET ATTACHED]

ADV ANTEC ConsedthigDie
Hourly Roittea
Effective. January 2021
LLassificPrari
Project Dirsdor II 332D hour
Prcc! Drecbar II 3300+qc it
Pr )ect DIredlor I 32.9.0+qc it
Project lolerrt gtir:Serr.ar Ervrreer VII I 325D+hew PPajact Liwnee sm'Sen ar Enwrw•ar VII €230 r
ar t Managerr6smicr Engineer VI # [01 hew
Rr c e t RearkagerYSeNnlo r ErriIrrger V $1 BO I hour Firctect ErriIrraer.' Rksmer h1 S11MP r Muir
P refect ErrIlrre$r.' Rksmer II $1 1 how
P rciscr EnEwsiar r Pleinriar it 1.130/haLrr
Assccinto Enggis ar Fkir+ler r $120 hour
Assislarrt Engineer S111)1 hour
Dawn Taiir .im $1404 hour
Dew" TeclrnIcIerr IV $1241 hew
Dawn Terhrrieloi1 II SI CO r hour
Ai:k l -listr-Wwe II S110 r rimer
AcImmislrEtnis I S gh r Mccr
Direct Costs
Man J huoiory 2021
kliknue a.591r1nlla
In Hoene Prong fMy 1) 124.00 per D-see sheet
In IWo415e PkftliN (IEIo i ) 3113.00 per see sheet Otrisf Omni Oasts Al Ce t } 1E616 eernIrr
EGO Rixi •elt I Ir..ie I CA92S a
T PAP,14 L F 949, i);,11, uromir.achomio::-umxin

Docusign Envelope ID:4E2A9B5A-EB38-4A96-941A-1C3DB7796A31 AMENDMENT NO. 3 TO AGREEMENT

FOR PROFESSIONAL SERVICES WITH ADVANTEC
This Amendment No. 3 to that certain Professional Services Agreement entered into between the Parties is made and entered into as of June 30, 2025 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and ADVANTEC Consulting Engineers, INC. a California Corporation ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, City and Consultant have entered into that certain Professional Services Agreement dated January 1, 2022, for the purpose of providing traffic engineering services to City (the "Original Agreement").

B. WHEREAS, City and Consultant have executed Amendment No. 1 to the Original Agreement dated August 14, 2023 ("Amendment No. 1") for the purpose of providing additional traffic engineering services for an additional compensation of$50,000 for City fiscal year 2022/23 and future fiscal years.

C. WHEREAS, City and Consultant have executed Amendment No. 2 to the Original Agreement dated April 22, 2024 ("Amendment No. 2") (the Original Agreement Amendment No. 1 and Amendment No. 2 are collectively referred to as the "Amended Agreement") for the purpose of providing additional traffic engineering services for an additional compensation of$24,000 for City fiscal year 2023/24.

D. WHEREAS the Parties now desire to amend the Amended Agreement in order to extend the Term of the Amended Agreement for an additional year through June 30, 2026.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 3 and the Amended Agreement, the Parties mutually agree as follows:

AGREEMENT

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

2. Compensation Commencing July 1, 2025. Notwithstanding any provisions in Section 2 of the Amended Agreement to the contrary, commencing July 1, 2025 for City fiscal year 2025/2026, and for services rendered to City, (a) the fiscal year compensation shall not exceed $150,000, (b) the Schedule of Charges shall be as set forth in Exhibit "A- 1" attached hereto and incorporated herein by reference, and (c) the total fiscal year compensation, including Additional Work, for City fiscal year 2025/2026 shall not exceed $165,000 without approval by the City Council.

3. Reaffirmation of Provisions of Amended Agreement. All terms and provisions of the Amended Agreement not modified by or replaced with provisions in this Amendment No. 3 shall remain in full force and effect. Page 205 of 654

Docusign Envelope ID:4E2A9B5A-EB38-4A96-941A-1C3DB7796A31

4. Electronic Transmission. A manually signed copy of this Amendment No. 3 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 3 for all purposes. This Amendment No. 3 may be signed using an electronic signature.

5. Counterparts. This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
ADVANTEC Consulting Engineers, Inc.

DocuSigned by:
13lA• DocuSigned by:

Michael Blay, °°, o
City Manager Leo Lee, PE
CEO
APPROVED AS TO FORM: ADVANTEC Consulting Engineers, Inc.

Signed by:

CI titUAA Ul' , Dfi 9 m 9C CL
��enaov8� Pauline Yip
Steph Deitsch Board Secretary
Best Best & Krieger LLP
City Attorney
ATTEST:

DocuSigned by:
•FFE56cdip...

Keri Johnson
City Clerk

Docusign Envelope ID:4E2A9B5A-EB38-4A96-941A-1C3DB7796A31 EXHIBIT A-1

ADDITIONAL TRAFFIC ENGINEERING SERVICES
[RATE SHEET ATTACHED]

Docusign Envelope ID:4E2A9B5A-EB38-4A96-941A-1C3DB7796A31 A D VA IrTEC ( akiter Engineers
Hourly Rates
EJeutire Jewelry 2121
Classificuitkan
Pmjaok DirscLor II $32D a hour
Pr+jscl D•rectar II 5300 Moor
Project Dire lour I 3280+Mwr
Project Mt r3gerr roar Eriiesr VII I 32513,1 lour Pioj ct ild rirsgsweork•ar Eris ar VII 61aa'i.r Mwr Prciiict Engirwer \I WWI lour
Frc}ect 141srrs'sr.Serilei Engineer V #.1Ba.I lour Firefect Englrrse(i Flamer II $1130.r Maur
Fro}e.t Errlglrr ieiI Flamer II $140.1 Now
Front Engwoar Firmer it #'130 F Iran
Asswinte Engarr:er r Planner I 1.120 lour
'Assistant &clingi nr $11.5 1 I1oUr
Design TQoirr ian #.14. 1 lour
Design Techrrlecen IV #.12131 lour
Down Teclyrrlcloin II 1 i r ki,
Admristrom II Si 10.1 Moor
Adrnmislrr I S 95 r Maur
Glric.t Cots
Effective Jtnuery 2021
MllilaegE :D.56.hnlis
In House Plating (14tyksr) IM OD per D-see sheet
Irk House Plotting lanrn1 110.00 par D-see sheet
Citrisf Owect Oasts Ceet + 1 Er sernlrr
]ia'RD3secelt I [nre I CA9. 511:1
T 1 •. i L F 949, 0.2,11,./ wa'ur,advaW orin t

DocuSign Envelope ID:82FA51AA-841A-4A91-86BE-20DABDC209D7 AMENDMENT NO. 2 TO AGREEMENT

FOR PROFESSIONAL SERVICES WITH ADVANTEC
This Amendment No. 2 to the Professional Services Agreement is made and entered into as of April 22, 2024 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and ADVANTEC Consulting Engineers, INC. ("Consultant").

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

RECITALS
A. WHEREAS, the City and the Consultant have entered into an agreement, dated January 1, 2022, for the purpose of providing traffic engineering services (the "Original Agreement").

B. WHEREAS, the City and the Consultant have executed Amendment No. 1, dated August 14, 2023 the Original Agreement and Amendment No. 1 are collectively referred to as the "Amended Agreement" for the purpose of providing additional traffic engineering services for an additional compensation of $50,000 for City fiscal year 2022/23 and the future fiscal years.

C. WHEREAS, the Parties now desire to amend the Amended Agreement in order to include for City fiscal year 2023/24 only additional traffic engineering services including the design of the signal modification for Campus and the 210 Freeway signals and to include for City fiscal year 2023/24 only additional funds of $24,000 for the performance of the additional traffic engineering services in accordance with the compensation provisions of the Amended Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 2 and the Original Agreement, the Parties mutually agree as follows:

AGREEMENT

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

2. Compensation Commencing July 1, 2023. Notwithstanding any provisions in Section 2 of the Amended Agreement to the contrary, commencing July 1, 2023 for City fiscal year 2023/24 only, and for services rendered to City, (a) the fiscal year compensation shall not exceed $174,000, (b) the Schedule of Charges shall be as set forth in Exhibit "A-1" attached hereto and incorporated herein by reference, and (c) the total fiscal year compensation for City fiscal year 2023/24 only, including Additional Work, shall not exceed $200,000 without approval by the City Council

3. Electronic Transmission. A manually signed copy of this Amendment No. 2 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 2 for all purposes. This Amendment No. 2 may be signed using an electronic signature.

DocuSign Envelope ID:82FA51AA-841A-4A91-86BE-20DABDC209D7

4. Counterparts. This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
ADVANTEC Consulting Engineers, Inc.

LDC
DocuSigned by:
by:

WYf40A... p/ 9ned
Michael Blay, +o3cr-er-1•tee/D4ro...

City Manager Leo Lee, PE
President
APPROVED AS TO FORM: ADVANTEC Consulting Engineers, Inc.

DocuSigned by:

DocuSigne,,d by: P [ Y
ShiLu'" VU `'�k, dBEe5A.4.9e0*4e0.
332o:,7oFedd049E... Pauline YIP
Stephen Deitsch Board Secretary
Best Best & Krieger LLP
City Attorney
ATTEST:

LDocuSigned by:
'6A,i,3
P4•Y9 VSPII7C'C347A...

Keri Johnson
City Clerk

DocuSign Envelope ID:82FA51AA-841A-4A91-86BE-20DABDC209D7 EXHIBIT A-1

ADDITIONAL TRAFFIC ENGINEERING SERVICES
[RATE SHEET ATTACHED]

DocuSign Envelope ID:82FA51AA-841A-4A91-86BE-20DABDC209D7 . yst4 A DV ANTEC Consedthig Doi imp
Hourly Roittea
Effective. January 2021
LLassificPnari
Project DinicLor II $amp.1 hour
Projsc! Drecbar II 330+gour
Pr )ect DIredlor I 3 +qc it
Project kIErt gtir:Ssrr.ar Empleer III I 325D+hrrr
Projact ihringse an ar Enwrw•ar VII €230 r 44+ur
ar t Managarr e<ricr Ergiriaer I Kw!hrrr
Rrc e t ResrrsIerSeelo r ErriIrrser V $1 BO I hour Rrc e t ErriIrrser.' Rksmer h1 $1 i r Mow
Prefect ErrIIrrser.' Flamer II S140.1 Now
Fircisct EnEwsiar r Finnriar IL 1.130 I Iran
Assccinto EnggiEer Fkir+ler I $120 hour
Assislarrt Ergireas+. $11 r hour
Dawn Taiir .im $1404 hour
Dow" TecrenIcI9rr IV $1241 hew
Dawn Terhrrieloi1 II S1't hop.

Adrnmistro we II S11 r flour
AcImrialrEtnis I s gh r hour
DIr. t Costs
Man J rIuoi y 2021
kliknue D.591r1nlls
In Hoene Rattail (R sr) 124.00 per D-ses sheet
In Ilio415e PI r. { i ) 3113.00 per see sheet Otrisf Omni Oasts AI Cost } 1E616 sernlrr
EGO Rixi •elt I Ir..ie I CA92S a
T PAP,14 L F 949, i);,11, uromir.actomio::-umxin

AMENDMENT NO. 1 TO AGREEMENT

FOR PROFESSIONAL SERVICES WITH ADVANTEC
This Amendment No. 1 to the Professional Services Agreement is made and entered into as of August 14, 2023("Effective Date")by and between the City of Upland, a municipal corporation("City")and ADVANTEC Consulting Engineers, INC. ("Consultant").

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

RECITALS
A. WHEREAS, the City and the Consultant have entered into an agreement, dated January 1, 2022, for the purpose of providing traffic engineering services (the "Original Agreement").

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

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

AGREEMENT

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

2. Compensation Commencing July 1, 2023. Notwithstanding any provisions in Section 2 of the Original Agreement to the contrary, commencing July 1, 2023, and for services rendered to City thereafter, (a) the fiscal year compensation shall not exceed $150,000, (b) the Schedule of Charges shall be as set forth in Exhibit "A-1" attached hereto and incorporated herein by reference, and (c) the total fiscal year compensation, including Additional Work, shall not exceed $200,000 without approval by the City Council

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

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

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

CITY OF UPLAND CONSULTANT
ADVANTEC Consulting Engineers, Inc.
rch.e
:lay,
City :'ager Leo Lee,
Chairman
APPROVED AS TO FORM: ADVANTEC Consulting Engineers, Inc. s e
Pbuline Yip
Stephen Deitsch Board Secretary
BestBet&KriegerLLP
City Attorney
ATTEST:

Keri Johnson
City Clerk

•
EXHIBIT A-1

ADDITIONAL TRAFFIC ENGINEERING SERVICES
[RATE SHEET ATTACHED]

i V.4NTEC C e,,Aer ring Engitieers
Hourly Rates
Errefte d;enuttyr 2021
C4assifa et. r.

P jpct DirevIo- It $320/hog
Project !Director II $300 A cro rr
Project Director I $280 01 hour
Project Menerger:;+ehior Efg_leer VIII 5250 I ham
Pxoject Sie-rerger.'Semor Er1grrr?er VII 6230 f room Project I'ieroDer;SelicIT €njirderr VI woo.f na.rr Project tieragiier/Senor En ii ' V $1m r hr3Jr
Project tErrglr ere narkle iv $1 eiD f hc?rjrr
Project E Iriefrr1 PUirtlel It $14 i f hgv
Project Eng'mar Firmer 11 $130 Woe
A55ocitke Ertci r z Plarrer I $120 /trcr.rr
A55ista t Er irreer $110 .Iou•
Desrgr:Terihr irso V $1 d0 f hoJr
Dtsrgri Teel -derer IV $120 f rho rr
Derr ,r,'Techoreirio It $1 93 f Ivor
etm--rislra+t +e I! $110 :'hoof
Adrrolisiret e I $ 95 r hr,rr
Direct Costs
Effective January 21]21
Mll3@ge 50 564111k
Ir.r Eia.isE Mott•1g (tiytarl $21.00 per D•s a 1heai Im oise P1o11lrg t olO) 11000 mr Die sheet
i r 1 "qct Oasis AI Cost.. 4. 1DIrr adrrrr,

1.,: 'e?.z... ti slt Jr, C-x.9:. -`-a
R .'�`!:• r ^.l a.e k a t s ,t:`•'it � :• r? :S o: !. I.

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of January 1, 2022 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_ADVANTEC Consulting Engineers, Inc. a California CORPORATION, with its principal place of business at 21700 Copley, Suite 350 Diamond Bar 91765_(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:

Traffic Engineering Services (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit"B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of$50,000 in fiscal year 2021/22 and $100,000 per year for the remainder of the contract. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed.

Payments to Consultant for work performed will be made on a monthly billing basis. c. Consultant will submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty(30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a notice of any disputed fees set forth on the invoice.
1

d. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed one hundred thousand dollars ($100,000) for the first year and one hundred fifty thousand dollars ($150,000) per year for the remaining years. Any additional work in excess of this amount shall be approved by the City Council.

3. Additional Work.

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

4. Maintenance of Records.

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

5. Term.

The term of this Agreement shall be from the date the contract is executed by all parties to June 30, 2025, unless earlier terminated as provided herein. The Parties may, by mutual written consent, extend the term of this Agreement for up to two terms one year each. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed").

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

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

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

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

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

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

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

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

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

(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
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(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement,the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers,employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
6

(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

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

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

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

12. Indemnification.
7

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

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

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

14. Verification of Employment Eligibility.

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

15. Reserved

16. Laws and Venue.

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

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

19. Organization
9

Consultant shall assign Lawrence Tai, TE to serve as Traffic Engineer while, John Kerenyi, TE, PTOE will serve as Project Manager and backup Traffic Engineer. The Traffic Engineer or the Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

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

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

DISTRICT: CONSULTANT:

City of Upland ADVANTEC Consulting Engineers, Inc. 460 N. Euclid Avenue 21700 Copley Drive, Suite 350 Diamond Bar, CA 91765
Upland, CA 91786 ATTN: Leo Lee, PE, CEO
Attn: City Manager
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

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

25. Severability
10

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

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

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

CITY OF UPLAND CONSULTANT, INC.

By: �, By: � \,.
► 7'ha� Y A v
City {:nager Its: l t }
Printed Name: f fL
ATTEST: By: £4
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By: Its: % 0 es Y-
Keri Johnson
City Clerk -� R2R�0_
Printed Name: -I 0� t
APPROVED AS TO FORM: ,
By.
.I ti„ 1
Stephen Deitsch
City Attorney
12

EXHIBIT A
Scope of Services
• Maintain regularly scheduled office hours at the City for approximately eight to ten hours per week. Additional hours may be requested on an as-needed basis. • Attend City Council, Planning Commission, and Public Works Committee meetings, and other special meetings, on an as-needed basis.
• Prepare staff reports, presentations, memos, and other materials and information for use at various public meetings, as requested.
• Make presentations at City Council, Public Works, and other meetings, as requested. • Service and represent the City as the City Traffic Engineer interfacing with the public, staff, and other governmental agencies to address any and all matters relating to traffic plans within and/or affecting the City.
• Respond to citizen requests, questions, complaints, and concerns, as requested. • Review and prepare service requests for traffic control measures such as red curbs, stop signs, loading zones, restrictive parking signs, and others, as requested. • Conduct studies to identify and resolve issues related to traffic and pedestrian safety in areas surrounding schools, and other areas designated in the Neighborhood Traffic Management Plan, as determined by the City Council.
• Conduct studies regarding various traffic, pedestrian, bike way, and any other traffic related issues as part of the Departments Master Plans including speed surveys. • Assist staff in the preparation and processing of grant funding applications. • Assist staff in the development of parking and traffic policies, regulations, ordinances, and resolutions in relation to traffic issues and standards. • Prepare traffic warrants and conduct speed surveys, as requested. • Review development proposals and conduct studies as appropriate to ensure consistency with City, County and State codes, standards, ordinances, and policies. • Assist in providing of the`Conditions of Approval"for proposed development projects. • Evaluate and provide recommendations regarding the developer proposed mitigation measures for development projects, as requested.
• Perform the duties of staff liaison to Caltrans and San Bernardino County Department of Public Works for street and lighting maintenance issues, as requested. • Assist Public Works Department in reviewing/ updating traffic signal timing plans, traffic striping plans, and construction area traffic control plans, as requested. • Review parking plans for parking lots and circulation issues, and provide analysis for new and existing development, as requested.
• Review Use Permits and provide comments, as requested by the Planning Department and Planning Commission.
• Prepare parking studies, traffic counts and parking counts and assignments. • Assist the Finance Department with the implementation of the new technology meters. • Assist the Police Department with traffic plans for special projects and events, DUI checkpoint layouts, safe traffic routes during special events, and other activities. • Assist the Police Department Traffic Bureau with truck route concerns, enhanced safety programs for school routes and bike safety and traffic education. Also, special neighborhood safety projects concerning speeding, stop signs, and sign violations. • Provide monthly invoices with specific projects and/or activity accounting of hours billed including costs advanced by the consultant, and any other information. 13

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 based on the rate schedule below.

The billing rate for the Traffic Engineer will be at$180/hr. The billing rate will be negotiable when the parties are to negotiate the optional two one-year terms.

AD VANTEC Consultinir Engineers
Hourly Rates Effective January 2021
Classification Rate
Project Director III $320/ hour
Project Director II $300/ hour
Project Director I $280/ hour
Project Manager/Senior Engineer VIII $250/ hour
Project Manager/Senior Engineer VII $230/ hour
Project Manager/Senior Engineer VI $200 I hour
Project Manager/Senior Engineer V $180/ hour
Project Engineer/ Planner IV $160/ hour
Project Engineer/ Planner II $140/ hour
Project Engineer / Planner t t $130/ hour
Associate Engineer /Planner I $120/ hour
Assistant Engineer $110/hour
Design Technician V $140/ hour
Design Technician IV $120/ hour
Design Technician III $100/ hour
Administrative III $110/ hour
Administrative I $95/ hour
Direct Costs Effective January 2021
Mileage $0.56/mile
In House Plotting (Mylar) $20.00 per D-size sheet In House Plotting (Bond) $10.00 per D-size sheet Other Direct Costs At Cost + 10% admin
1200 Roosevelt Irvine I CA 92620
T 949.861.4999 F 949.502.5522 www.advantec-usa.corn 14

4 of trite

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
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. 06/16/2025 Pauline Yi , CFO
Date Signature o uthorized individual
ADVANTEC Consulting Engineers 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 Req 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`q� CITFUP LAND
�" - -
.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: March 23,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR SUBJECT: CONSIDERATION OF A RELOCATION AGREEMENT WITH LAMAR CENTRAL

OUTDOOR,LLC FOR TWO DIGITAL BILLBOARDS IN THE COLONIES AT SAN ANTONIO

SPECIFIC PLAN
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution for the Relocation Agreement between the City of Upland and Lamar Central Outdoor,LLC to erect two(2)digital billboards in the Colonies at San Antonio Specific Plan,and direct staff to file a Notice of Exemption pursuant to the California Environmental Quality Act;and authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed Agreement supports the City's goal of ensuring actions taken by the City support the retention and attraction of major retail tenants within the Colonies Crossroads Commercial Center and ensure its economic sustainability.

BACKGROUND
On September 22,2025,the City Council approved a specific plan amendment("Amendment No. 8")to the Colonies at San Antonio Specific Plan (the"CASASP")that was filed by Colonies Crossroads, Inc. Amendment No. 8 made various changes to the sign regulations (Section 7.7)regarding digital billboards in the CASASP. Digital billboards became a permitted use, subject to approval of a Relocation Agreement, and required to adhere to development regulations regarding height, size, location,number of signs, and operational characteristics. Amendment No. 8 also eliminated two of four permitted secondary freeway pylon signs with an electronic message center displays provided in the Commercial Signage Locations exhibit with two (2) double-sided digital billboards that would be 672 square feet in sign area per face and up to a maximum of 65 feet in height above the elevation of the freeway roadway.

Amendment No. 8 also required the removal of two (2) legal, nonconforming billboards in the City for every new digital billboard constructed. Lamar had a total of 13 existing Billboards located within the City which are legal, nonconforming and have rights to exist under the State's Outdoor Advertising Act(Business and Professions Code § 5200 et seq.)(hereinafter"BPC").Under BPC Section 5412,existing Billboards may be removed,relocated,replaced and/or reconstructed as part of a "relocation agreement" between a City and an off-premises advertising billboard owner and/or property owner. This section of State law also provides that no Billboard which was lawfully erected can be compelled to be removed without payment of compensation,as defined in the State's Eminent Domain Law.

Concurrently with Amendment No. 8, the Comprehensive Sign Program for the Colonies Crossroads commercial center was also amended consistent with the changes made by Amendment No. 8 which included replacing the exhibit on Page 8(a) in the Sign Program, that depicts various signage locations and types of signage with the two subject digital Billboard locations in lieu of two secondary freeway pylon signs with electronic message center displays. The modification also replaced Page 15(c)with the approved elevations for the two digital Billboards on each site.

ISSUES AND ANALYSIS
Lamar Central Outdoor,LLC("Lamar")and Colonies Crossroads,Inc.have negotiated leases for two sites within the CASASP which are either owned or under control of Colonies Crossroads,Inc.Site 1,proposed for a digital billboard, is located on the south side of the 210 Freeway,west of the Campus Avenue Eastbound Off-Ramp in Planning Area 18 of the CASASP(See Exhibit B-1 of Relocation Agreement).The site is triangular-shaped and approximately 2,032 square feet in size and is atop the area supported by a large retaining wall that runs along the north side of the Colonies Crossroads commercial center and specifically at the northwest area of the Chick-fil-a parking lot. The proposed digital billboard will be 65 feet in height above the elevation of the adjacent freeway roadway and 100 feet in overall

height due to the site being 35 feet below the elevation of the freeway roadway where the billboard is to be located.

The sign face will be 48 feet in width and 14 feet in height for an overall sign area of 672 square feet.

Site 2 is located on the north side of the 210 Freeway,east of the Campus Avenue Westbound Off-Ramp in Planning Area 21 of the CASASP (See Exhibit B-2 of Relocation Agreement). This site is a large landscape planter approximately 2,220 square feet in size and located in the southerly part of the parking lot of a multiple-tenant commercial building at 1202 E.20th Street. Colonies Crossroads,Inc.,owns a permanent easement on the site and is leasing this to Lamar Advertising. The new digital billboard will be 65 feet in height above the grade of the Freeway roadway. The sign face dimensions,and sign area will be the same as the digital billboard on Site 1.

Both digital billboards will be designed as a pylon sign and are double-faced, and contain a high-resolution LED illumination,similar to the new Lamar billboards constructed several years ago along the 210 Freeway in Rialto.The colors and design will be consistent with the four(4)existing Colonies Crossroads Freeway Pylon signs.The column will contain an aluminum cover with a Texcote finish, which is a high-performance exterior coating known for its durability and ability to protect against the elements.

Relocation Agreement
The terms of the Relocation Agreement(See Exhibit A to the Resolution) run concurrent with the lease agreement between Lamar Central Outdoor,LLC and Colonies Crossroads,Inc.Lamar previously owned and maintained thirteen (13) legal,nonconforming billboards with static paper displays on various locations within the City(See Exhibit A of the Relocation Agreement). In 2021,as negotiations began to conclude with City staff for two(2)small billboards on City right-of-way along Foothill Boulevard, Lamar at their own risk voluntarily removed five (5) legal, nonconforming Billboards as part of good faith negotiations. However, the negotiated Relocation Agreement was subsequently not approved by the City Council in December 2021. The proposed Relocation Agreement provides a credit for four(4)of the legal, non-conforming billboards that Lamar previously removed, and in return will replace the City Hall reader board with a digital display as described below.Notable provisions in the Relocation Agreement include:
• Revenue sharing is between Lamar Central Outdoor,LLC(Tenant)and Colonies Crossroads,Inc.(Landlord). • Lamar will replace the City's existing outdated reader board sign at City Hall with a 6-foot by 8-foot, forty- eight(48)square foot high resolution electronic digital display with a minimum resolution pitch of 17mm or better.
• The digital billboards are required to contain an automatic dimmer that maintains a brightness level of 0.3 foot candle over ambient light at 250 feet.
• The City is entitled to place public service announcements and/or other matters of public interest on the relocated Billboards on an "as available" basis at no charge and within forty-eight (48) hours of Lamar receiving the request by the City.
• Section 11 of the Agreement provides restrictions on advertising content in order to preserve the character of the community and prevent exposure of residents to advertising which they might find offensive.

Section 17.15.090 of the UMC provides that Relocation Agreements are reviewed and approved by the City Council and requires that six (6) findings be made. The findings and justification that substantiate the subject Relocation Agreement can be found in the Resolution approving the Relocation Agreement(See Exhibit A for the staff report).

The City Attorney has reviewed the Relocation Agreement and recommends approval as to form and content.

ENVIRONMENTAL DETERMINATION
On August 13, 2012, an Addendum to the Final EIR (FEIR) for the Colonies at San Antonio Specific Plan was approved for Amendment No. 7 (Ordinance 1866)which allowed LED message center displays as an alternative to standard "can" lighting on four faces of the approved "Primary" and "Secondary" freeway pylon signs located in Planning Area 18, 19, 20 and 21. Prior to rendering a decision on Amendment No. 7, a subsequent or supplemental EIR was not required as none of the conditions described in Section 15162 and Section 15163 of the CEQA Guidelines existed,and preparation of an Addendum to the FEIR meets the requirements of CEQA as follows:
• Major EIR revisions are not required: There is no evidence that major changes to the certified EIR are required. Comparison of the original Specific Plan SPR-7 to the Project indicates that there are no new

significant or more severe environmental impacts,and that the approval of the Project would have the same or reduced impacts as those described in the certified EIR. • No substantial change in circumstances requiring major EIR revisions due to the involvement of significant new or more severe impacts:There is no information in the record,or otherwise available,that indicates that there are substantial changes in circumstances that would require major changes to the certified EIR. In addition,there is no information in the record that shows there will be new significant effects or more severe impacts than previously identified, or any new information that suggests new mitigation measures or mitigation measures previously identified as infeasible are now,in fact,feasible. • No new information showing effects of greater significance than identified in the EIR:There is no substantial new information that was not available at the time the EIR was certified,indicating there will be a new and significant impact requiring major revisions to the certified EIR. • No new information showing ability to reduce significant effects identified in the EIR: There are no new significant impacts requiring identification of new or additional alternatives to the Project,or consideration of new or additional more significant effects identified in the EIR.

Amendment No. 8 to the CASASP approved in 2025 allows billboards as a permitted use and allows two digital billboards to be constructed in place of two secondary freeway pylon signs with LED electric message center displays.

Amendment No. 8 was determined not to create a significant change and was consistent with the findings relative to Section 15162 and Section 15163 of the CEQA Guidelines.

The net difference in Amendment 8 than what was previously approved under Amendment No. 7 would result in the proposed two (2) digital Billboards decreasing total sign area by 413 square feet, and an increase of ten(10) feet in height above the adjacent freeway roadway than the two (2) secondary freeway pylon signs being replaced. Both digital billboards will be designed as a pylon sign, and the colors and design will be consistent with the four (4) existing Primary Freeway Pylon signs.

In addition, the Relocation Agreement and the two (2) digital billboards permitted would also be independently a Categorical Exemption from the California Environmental Quality Act (CEQA) pursuant to Section 15303 of the CEQA Guidelines (Class 3 New Construction or Conversion of Small Structures), in that the project involves the installation of two(2)off-premises advertising billboards with electronic displays.None of the exceptions to the Class 3 exemption apply,as the project would not impact an environmental resource of hazardous or critical concern.There are no cumulative impacts,as the two(2)billboards would replace two(2)secondary freeway pylon signs which total sign area is more than the two(2)digital billboards.There are no unusual circumstances surrounding the project sites and the project would not damage resources within a state scenic highway, is not located on a hazardous waste site, and would not impact the significance of a historical resource as the sites are currently within an urbanized commercial corridor along a major highway.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Determine to be Exempt.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA APPROVING A RELOCATION

AGREEMENT WITH LAMAR CENTRAL OUTDOOR, LLC FOR

TWO NEW OFF-PREMISES ADVERTISING BILLBOARDS

WITH ELECTRONIC DISPLAYS LOCATED ON THE SOUTH
SIDE OF THE 210 FREEWAY, WEST OF CAMPUS AVENUE

EASTBOUND OFF-RAMP AND ON THE NORTH SIDE OF THE
210 FREEWAY, EAST OF CAMPUS AVENUE WESTBOUND

OFF-RAMP IN THE COLONIES AT SAN ANTONIO SPECIFIC
PLAN
WHEREAS, Lamar Central Outdoor, LLC ("Lamar") and Colonies Crossroads, Inc. have negotiated leases for two sites within the Colonies at San Antonio Specific Plan (CASASP) which are either owned or under control of Colonies Crossroads, Inc.

Site 1 proposed for a digital billboard is located on the south side of the 210 Freeway, west of the Campus Avenue Eastbound Off-Ramp in Planning Area 18 of the CASASP.

The site is approximately 2,032 square feet in size and is atop the area supported by a large retaining wall that runs along the north side of the Colonies Crossroads commercial center. The proposed digital billboard will be sixty-five (65) feet in height above the elevation of the adjacent freeway roadway. The overall sign area of the digital billboard is 672 square feet. Site 2 is located on the north side of the 210 Freeway, east of the Campus Avenue Westbound Off-Ramp in Planning Area 21 of the CASASP. This site is approximately 2,220 square feet in size and located within a parking lot planter of a multiple-tenant commercial building. The sign area and dimensions will be the same as the digital billboard on Site 1; and WHEREAS, Lamar owns and operates eight (8) legal non-conforming billboard advertising structures within the city limits of City (each a "Billboard" and collectively the "Billboards"); and
WHEREAS, Lamar had previously owned and operated a total of thirteen (13) legal non-conforming billboard (the "Original Billboards"), however as part of previous "good faith" negations, the Company voluntarily decided to not renew the leases of five (5) billboards and removed them and are seeking credit as part of this Agreement, pursuant to Section 7.7 (Sign Standards) of the Colonies at San Antonio Specific Plan, for the two (2) relocated billboards; and WHEREAS, Upland Municipal Code, Section 17.15 (Signs), and the California Outdoor Advertising Act, Business and Professions Code, Section 5200, et. seq. (in particular Bus. & Prof. Code Section 5412), allow local entities and display owners to enter into relocation agreements which allow local entities to continue development in a planned manner without expenditure of public funds while allowing the continued maintenance of private investment and a medium of public communications; and WHEREAS, the California Outdoor Advertising Act (in particular Bus. & Prof.

Code Section 5412) specifically empowers, and encourages, local agencies to enter into relocation agreements on whatever terms are agreeable to the City and display owners and to adopt ordinances and resolutions providing for relocation of displays; and

Resolution No.

WHEREAS, on September 22, 2025 and October 27, 2025, the City Council approved first and second reading of an ordinance accordingly to amend Section 7.7 (Sign Standards) of the Colonies at San Antonio Specific Plan to allow billboards as a permitted use subject to specific regulations and development standard; and WHEREAS, Section 7.7 (Sign Standards) of the Colonies at San Antonio Specific Plan, permits a billboard company to remove a minimum of two (2) existing "static" billboards located anywhere within the City per each new high resolution digital billboard installed within the Colonies at San Antonio Specific Plan on private property, subject to approval of a Relocation Agreement approved by the City; and WHEREAS, Lamar wishes to credit the previous removal of four (4) Billboards as identified in Exhibit "A" (Listed as Nos. 1 through 4) to this Agreement (the "Original Billboards") in exchange for the right to construct and erect two (2) new digital Billboards within the Colonies at San Antonio Specific Plan area in compliance with Section 7.7 (Sign Standards) of the Specific Plan; and WHEREAS, Lamar proposes to provide an enhanced benefit to the City by replacing the outdated reader board sign located at City Hall with a larger, higher resolution digital display; and
WHEREAS, entering into the Agreements is legitimately related to a governmental interest, and will provide a public benefit including reducing potential sign area along the 210 Freeway Corridor by 413 square feet than what is approved for the Colonies Crossroads Center's Master Sign Program, and the two relocated off- premises advertising Billboards will be used by the City to place public service announcements and/or display messages and other matters of public interest on any of the Relocated Billboards on an "as available" basis; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred.

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

Section 1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated herein and made an operative part of this Resolution.

Section 2. Findings. Based on the mandatory findings set forth in Section

17.15.090(H) for approval of relocation agreements, the following findings and justification are hereby made as follows:

1. The proposed agreement is consistent with the goals, objectives, purposes and provisions of the Upland General Plan and the Upland Municipal Code.

Fact. The Agreements are consistent with the goals, objectives, purposes and provisions of the Upland General Plan, and the Upland Municipal Code. The Colonies at San Antonio Specific Plan implements the Upland General Plan for this area. Goal

Resolution No.

1.3.3.c. states: To augment the City's economic base by providing a variety of sales tax generating uses which minimize the leakage of taxable sales from Upland and attract taxable purchases from regional marketplace". The Agreement will result in in the placement of two digital billboards along the 210 Freeway at the Colonies Crossroads commercial center. Major and minor tenants at the Colonies Crossroads Center will be able to advertise to the approximately 200,000 Freeway travelers through this area, as well as attract new major tenants. This will result in an increase in taxable purchases from a regional area, as well as attracting retailers that are not in this area and thereby addressing sales tax leakage from Upland. The Agreements also meet all requirements contained in Section 17.15.090 of the UMC regarding relocation agreements and is located in a zoning district that is allowed to contain relocated off-premises advertising Billboards.

2. The proposed relocation site is compatible with the uses and structures on the site and in the surrounding area.

Fact. The two sites are within a regional commercial center adjacent to the 210 Freeway and Campus Avenue Interchange. The digital billboards will be designed as a pylon sign and are double-faced, and contain a high-resolution LED illumination.

The colors and design will be consistent with the four existing Colonies Crossroads Freeway Pylon signs. This site is completely surrounded by urban development along a freeway corridor and is a compatible and suitable location.

3. The proposed relocation agreement either: contributes to the reduction of visual clutter in the City by proposing a net decrease in existing off-premises advertising displays, resulting in a reduction in the advertising square footage within the City; promotes activities of City-wide benefit and interest or generates significant revenue for the City; or in the case of relocations to accommodate a public project, the agreement serves the public interest eliminating the need for public fund expenditure.

Fact. The Relocation Agreement will cause a net decrease in overall total sign area along the 210 Freeway by 413 square feet. The two double-faced digital billboards will contain a total sign area of 2,688 square feet, and replace two, double- faced pylon signs permitted by the CASASP which would be 3,101 square feet in total sign area. The Relocation Agreement requires Lamar to place public service announcements and/or other matters of public interest requested by the City on the relocated Billboards on an "as available" basis at no charge.

4. The proposed off-premises advertising display would not create a traffic or safety problem with regard to onsite access circulation or visibility.

Fact. Both sites are situated along the 210 Freeway at the Campus Avenue Interchange. The digital billboards will require a permit by Caltrans and will be designed to meet Caltrans' standards and will not pose a traffic nor safety problem to freeway travelers. In addition, the Relocation Agreement provides that the Relocated Billboards shall not create a traffic hazard by distracting drivers or any obstructing traffic visibility, and shall be screened, tinted, shielded or otherwise

Resolution No.

modified, as necessary, to eliminate excessive glare, as deemed sufficient by the Development Services Director.

5. The proposed off-premises advertising display would not interfere with onsite parking or landscaping required by City ordinance or permit.

Fact. Both sites are located in landscaped areas on private property that is owned by the Colonies Crossroads, Inc., and will not replace on-site parking, public or private, required to be provided by the CASASP, nor reduce the amount of landscaping beyond the requirements of the UMC or the Colonies at San Antonio Specific Plan landscape requirements.

6. The proposed off-premises advertising display would not otherwise result in a threat to the general health, safety and welfare of City residents.

Fact. The two off-premises advertising Billboards are located a suitable locations along the 210 Freeway Corridor and situated well clear of any pedestrian or vehicle circulation areas.

Section 3. CEQA. On August 13, 2012, an Addendum to the Final EIR (FEIR) for the Colonies at San Antonio Specific Plan was approved for Amendment No. 7 (Ordinance 1866) which allowed LED message center displays as an alternative to standard "can" lighting on four faces of the approved "Primary" and "Secondary" freeway pylon signs located in Planning Area 18, 19, 20 and 21. Prior to rendering a decision on Amendment No. 7, a subsequent or supplemental EIR was not required as none of the conditions described in Section 15162 and Section 15163 of the CEQA Guidelines existed, and preparation of an Addendum to the FEIR meets the requirements of CEQA as follows:
• Major EIR revisions are not required: There is no evidence that major changes to the certified EIR are required. Comparison of the original Specific Plan SPR-7 to the Project indicates that there are no new significant or more severe environmental impacts, and that the approval of the Project would have the same or reduced impacts as those described in the certified EIR. • No substantial change in circumstances requiring major EIR revisions due to the involvement of significant new or more severe impacts: There is no information in the record, or otherwise available, that indicates that there are substantial changes in circumstances that would require major changes to the certified EIR. In addition, there is no information in the record that shows there will be new significant effects or more severe impacts than previously identified, or any new information that suggests new mitigation measures or mitigation measures previously identified as infeasible are now, in fact, feasible. • No new information showing effects of greater significance than identified in the EIR: There is no substantial new information that was not available at the time the EIR was certified, indicating there will be a new and significant impact requiring major revisions to the certified EIR.