320 Subcommittee will review the comments on the budget and 321 endorse a draft budget for Management Committee approval. The 322 Management Committee will consider the draft budget for 323 approval at the January meeting. An affirmative response from a 324 majority of the total number of authorized representatives or 325 authorized alternates is required for approval. 326
327 D. For Fiscal Year 2025/26, the Permittees cost share shall be as follows:
PERMITTEE PERCENTAGE SHARE
Big Bear Lake 1.63
Chino 4.93
Chino Hills 5.22
Colton 3.43
Fontana 9.49
Grand Terrace 1.66
Highland 3.62
Loma Linda 2.31
Montclair 2.43
Ontario 9.00
Rancho Cucamonga 8.35
Redlands 5.12
Rialto 5.33
San Bernardino 10.60
Upland 4.14
Yucaipa 4.19
County 13.54
District 5.00
TOTAL 100
328
329 E. For Fiscal Year 2026/27, and all subsequent fiscal years the Permittees 330 cost share shall be determined annually according to the methodology 331 provided in Appendix A.
332 F. For Fiscal Year 2026/27, and all subsequent fiscal years, the Permittees 333 annual cost share shall be calculated by November 1 of each year and shall 334 be included in the annual budget proposal.
8
335 G. The DISTRICT shall invoice each CITY and the COUNTY for its annual 336 deposit after July 1, the start of the fiscal year. Each CITY and the 337 COUNTY shall pay the deposit within 60 days of the date of the invoice. 338 Each CITY's and the COUNTY's deposit shall be based on their prorated 339 share of the approved annual budget, reduced for any surplus identified in 340 the prior fiscal year-end accounting.
341 H. The DISTRICT shall make reasonable efforts to inform the Management 342 Committee during the fiscal year of potential exceedances of the approved 343 budget that may require the Parties to increase the deposits. If at any time 344 during a fiscal year the program costs exceed the sum of the deposits, the 345 DISTRICT shall submit invoices to the CITIES and the COUNTY to 346 recover the deficit. The share for each CITY and the COUNTY shall be 347 prorated according to the formula above (see Paragraphs D and E of this 348 Section). Each CITY and COUNTY shall pay the invoice within 60 days 349 of the billing date.
350
351 I. The DISTRICT shall prepare a fiscal year end accounting at the end of 352 each fiscal year and distribute copies to the Permittees for their review by 353 October 31 of that year. Permittees shall have 30 calendar days from the 354 date of their receipt of the fiscal year end accounting to dispute in writing 355 or concur with the findings. If the fiscal year end accounting results in 356 costs exceeding the sum of the deposits (including interest earnings), the 357 DISTRICT shall invoice each CITY and the COUNTY for its prorated 358 share of the excess cost. Each CITY and the COUNTY shall pay the 359 billing within 60 days of the date of the invoice. If the fiscal year end 360 accounting results in the sum of the deposits (including interest earnings) 361 exceeding costs, the excess deposits will carry forward to reduce the 362 billings for the following year.
363
364 J. Upon termination of the program, a final accounting shall be performed by 365 the DISTRICT. If costs exceed the sum of the deposits (including interest 366 earnings), the DISTRICT shall invoice each CITY and the COUNTY for 367 its prorated share of the excess. Each CITY and the COUNTY shall pay 368 the invoice within 60 days of the date of the invoice. If the sum of the 369 deposits (including interest earnings) exceeds the costs, the DISTRICT 370 shall reimburse to each CITY and the COUNTY its prorated share of the 371 excess (including any interest earnings remaining), within 30 days of the 372 final accounting.
373
374 K. Each CITY and the COUNTY shall bear the financial responsibility for 375 implementing the program within its jurisdictional boundaries, including 376 any applicable MS4 permit fees, as outlined in Section V. 377
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378 L. The annual administrative costs (includes actual hourly rate including 379 fringe benefits plus any other direct cost) incurred by the DISTRICT shall 380 be included in the budget for the Areawide Program Costs and paid 381 according to this Section, Section III and Appendix A. 382
383 M. The financial responsibility for this AGREEMENT will be effective on the 384 date this AGREEMENT takes effect.
385
386 VIII. Term of the AGREEMENT. The term of the AGREEMENT coincides with the current 387 MS4 Permit (Order No. R8-2010-0036) and subsequent MS4 Permits that list the 388 DISTRICT, COUNTY, and the CITIES as Permittees. This AGREEMENT shall take 389 effect on the date it is approved by all parties. This AGREEMENT shall terminate upon 390 the effective date of a new implementation agreement approved by all parties which will 391 supersede this AGREEMENT.
392
393 IX. Additional Parties. Any city or other entity which wishes to be a Permittee on the San 394 Bernardino County MS4 Permit that was issued by SARWQCB shall agree to the 395 provisions in this funding agreement and shall sign this AGREEMENT prior to being 396 included in the permit. The date of initiation, for determining participant costs for any 397 new Permittee shall be the date of inclusion in the San Bernardino County MS4 Permit 398 issued by SARWQCB. The cost for adding any additional Permittee to the program, 399 including additional permit and processing fees, shall be paid by the added Permittee. 400 Monies, if any, to be reimbursed to the existing Permittees shall be credited to their 401 respective annual program operating fees for the following budget year. 402
403 X. Withdrawal from the AGREEMENT. A Permittee may withdraw from this 404 AGREEMENT at the end of any fiscal year with written notice being received by the 405 DISTRICT 1 year prior to the end of the fiscal year. A withdrawing Permittee will not be 406 allowed refunds for tasks, projects or studies already underway in which funds have been 407 obligated for the fiscal year. 408
409 The withdrawing Permittee shall be responsible for all assessed penalties as a 410 consequence of withdrawal. The cost allocations to the remaining members will be 411 calculated in the following budget year.
412
413 XI. Breach. Failure to comply with the terms of this AGREEMENT is a breach of the 414 agreement. If a breach is not cured within ninety (90) days after receiving a notice to 415 cure the breach by a permittee, permittee in breach may be terminated from this 416 AGREEMENT by a majority vote of the Management Committee. 417
418 XII. Non-compliance with MS4 Permit Requirements. Any Permittee found in non- 419 compliance with the conditions of the MS4 Permit within their jurisdictional 420 responsibilities shall be solely liable for any assessed penalties, pursuant to Section 421 13385 of the Water Code. Penalties that apply to all the Permittees shall be assessed 422 according to the formula in Appendix A.
423
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424 XIII. Legal Action/Costs/Attorney Fees. Where any legal action is necessary to declare any 425 party's rights hereunder or enforce any provision hereof for any damages by reason of an 426 alleged breach of any provisions of this AGREEMENT, each party shall bear its own 427 attorney's fees and costs incurred in conjunction with such legal action regardless of who 428 is found to be the prevailing party. This section shall not apply to those costs and 429 attorney's fees arising from any third party legal action against a party hereto and payable 430 under Section VI, Indemnification and Insurance. 431
432 XIV. Amendments to the AGREEMENT. This AGREEMENT may be amended by consent of 433 a three-quarters majority of the Permittees (rounded to the nearest whole number). 434 Amendments to this AGREEMENT may be adopted and executed concurrently, and shall 435 become effective upon its execution by a majority of the Permittees as defined above. 436
437 XV. Authorized Signatories: Each Permittee will determine who will be the authorized 438 signatory. This person shall be authorized to execute the application(s) for MS4 Permit(s) 439 and take all other procedural steps necessary to file the application(s) for MS4 Permits. 440
441 XVI. Notices. All notices shall be deemed duly given if delivered by hand; or five (5) working 442 days after deposit in the U.S. Mail, certified mail, return receipt requested. 443
444 XVII. Governing Law. This AGREEMENT will be governed and construed in accordance with 445 laws of the State of California. If any provision or provisions of this AGREEMENT shall 446 be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of 447 the remaining provisions shall not in any way be affected or impaired hereby. Any legal 448 action which arises out of or is in any way related to this AGREEMENT shall be brought 449 in the Superior Court of the San Bernardino County. 450
451 XVIII. Consent to Breach not Waiver. No term or provision hereof shall be deemed waived and 452 no breach excused, unless such waiver or consent shall be in writing and signed by any 453 Permittee to have waived or consented. Any consent by any Permittee to, or waiver of, a 454 breach by the other whether expressed or implied, shall not constitute a consent to, 455 waiver of, or excuse for any other different or subsequent breach. 456
457 XIX. Reserved.
458
459 XX. Applicability of Prior Agreements. This document constitutes the entire AGREEMENT 460 between the Permittees with respect to the subject matter; all prior agreements, 461 representation, statements, negotiations, and undertakings are superseded hereby and 462 shall be deemed terminated upon the effective date of this AGREEMENT. 463
464 XXI. Execution of the AGREEMENT. This AGREEMENT may be executed in counterpart 465 and the signed counterparts shall constitute a single instrument. 466
467 XXII. No Separate Entity. This AGREEMENT established a framework for PERMITTEE 468 cooperation on storm water issues. Nothing in this AGREEMENT shall be construed to 469 create an entity separate from the local agencies that join in this cooperative effort. 11
470
471 IN WITNESS WHEREOF, the AGREEMENT has been executed this 12th day and of October, 472 2026.
473
474
475 [Signatures on following page]
476
477 CITY OF UPLAND
478
479 APPROVED BY:
480
481
482
483 Michael Blay
484 City Manager
485
486 ATTESTED BY:
487
488
489
490 Keri Johnson, CMC
491 City Clerk
492
493
494 APPROVED AS TO FORM:
495
496
497
498 Best Best& Krieger LLP
499 City Attorney
500
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501 APPENDIX A
502
503 A. The DISTRICT shall pay five percent (5%) of the total annual cost, and the COUNTY 504 and the remaining Co-permittees, collectively, shall pay the remaining ninety-five percent 505 (95%) of the total annual cost pursuant to the formula set forth in Paragraph C, below. 506
507 B. The Permittees total annual cost share is the sum of the individual cost-shares calculated 508 for each Program Cost Area.
509
510 C. The Permittees annual cost share for each Program Cost Area (PCAi) shall be calculated 511 using three cost factors:
512
513 1. Base, which represents the percentage of the program costs equally applied to all 514 Permittees. The base (B) fraction is calculated as follows:
515
516 B = 1/N, where N=number of Permittees
517
518 2. Relative Population, which represents the percentage of the program costs based 519 on the relative population of each Permittee. Relative population (RP) of each 520 Permittee shall be calculated annually from annual population estimates issued by 521 the California Department of Finance (E-1 Table). 522
523 RPi=(Pi/Ptotai), where
524
525 RPi= relative population of Permittee (i) 526 Pi= population of Permittee (i)
527 Ptotai= total population for area covered by the area-wide permit 528
529 3. Relative Land Area, which represents the percentage of the program costs based 530 on the relative land area of each Permittee. Relative Land Area (RLA) shall be 531 calculated as follows:
532
533 a. The calculation of relative land area within each Permittee's jurisdiction 534 shall exclude land under tribal, state or federal jurisdiction, or any land 535 excluded by the State Water Resources Control Board. Any Permittee 536 seeking to exclude lands under this Section shall specifically request that 537 exclusion from the Principal Permittee by providing the request in writing 538 along with necessary documentation no later than October 1 to be 539 considered for inclusion in the next year's annual budget. The requesting 540 Permittee has the burden of proving entitlement to any exemption so 541 requested.
542
543 b. The method for calculating relative land area shall be determined from the 544 Assessor's Parcel data provided by the COUNTY Information Services 545 Department.
546
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547 RLA;= (L;/Ltotal), where
548 RLA;=relative land area of Co-permittee (i)
549 L;= land area of Co-permittee (i), less excluded lands 550 Ltotai= total land area under permit jurisdiction 551
552 D. The Permittee's cost share for each individual Program Cost Area is based on the relative 553 importance of the cost factors to the Program Cost Area. The cost share calculation for 554 each Program Cost Area is as follows:
555
556 PCA,= [(B * X; * AB;) + (RP; * Y; * AB;) + (RLA; * Z; * AB;)] 557
558 Where,
559
560 PCA; = Permittee's cost share for PCA;
561 AB;= Annual budget for PCA;
562
563 B = Base fraction for each Permittee
564 X;= Percentage apportioned to the base for PCA; 565
566 RP; = Relative population of Permittee(;)
567 Y;= Percentage apportioned to relative population for PCA; 568
569 RLA;= Relative land area of the Permittee(;) 570 Z;= Percentage apportioned to relative land are for PCA; 571
572 E. The Permittee's total annual cost share shall be calculated by summing the cost shares 573 calculated for each individual Program Cost Area:
574
575 Permittee's annual cost share=PCA1 +PCA2 +PCA3 +PCA4 576
Table 1. Budget Year [DATE]
Percent of the Program Cost Area
Program Cost Areas Apportioned to each Cost Factor
(PCA;) Relative Relative
Base Populatio Land
(X;) n (Y;) Area (Z►)
Monitoring (PCA3) 10% 30% 60%
Public Education (PCA2) 10% 80% 10%
Program Management &
Regulatory Activities 30% 50% 20%
(PCA3)
Training (PCA4) 30% 60% 10%
577
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A BEACON ECONOMICS
Update : Cost Impact Analysis of MS4
Tentative Order for San Bernardino County
July 2026
©2026 All rights reserved.Beacon Economics LLC.
Table of Contents
Executive Summary 3
Introduction 5
Federal MS4 Regulatory Framework 6
Numeric Limitations 7
Permit Revisions 7
Methodology 7
Results 9
Inspection Requirements 11
Permit Revisions 11
Methodology 12
Results 12
Trash Compliance 14
Permit Revisions 14
Methodology 15
Results 15
Development and Significant Re-Development 17
Permit Revisions 17
Methodology 17
Results 18
Implicit Costs: Fiscal Context 19
Illustrative Example: Estimated Fiscal Burden for the City of San Bernardino 19 Illustrative Example: Estimated Fiscal Burden for All Jurisdictions 21 Conclusion 24
About Beacon Economics 25
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Executive Summary
In 2024, Beacon Economics estimated the costs that the proposed Santa Ana Regional Water Quality Control Board MS4 Tentative Order would impose on San Bernardino County Permittees. Following revisions to the proposed permit, San Bernardino County retained Beacon Economics to evaluate whether the redlined changes materially alter those cost estimates.
Overall, while the revised Tentative Order includes several modifications that improve implementation flexibility— particularly with respect to Green Streets provisions, Track 1 trash monitoring requirements, the definition of impervious surface, and certain transportation-related improvements—the principal cost drivers identified in the 2024 report remain largely unchanged. In particular, the proposed numeric limitations continue to represent the largest potential source of compliance costs. Other revisions generally affect implementation procedures, inspection requirements, and administrative obligations, but do not materially alter the overall conclusions of the original analysis.
Table ES-1. Summary of Updated Cost Estimates (2026 Dollars) Permit Provision Estimated Additional Compliance Cost Numeric Limitations $10.69—$10.88 billion
Industrial Inspections $2.05 million
Commercial Inspections $2.87 million
Food and Drinking Establishment Inspections $11.16 million Trash Compliance $1.85 million
New Residential Development Illustrative case study: approximately$26,300 per home Construction Site Inspections Cost impact could not be reliably quantified based on available information
Note:Unless otherwise indicated,estimates represent cumulative 20-year compliance costs associated with the proposed Tentative Order.
To provide additional fiscal context, this update also compares the estimated implementation costs with existing municipal General Fund budgets. Using the City of San Bernardino as an illustrative example,estimated capital costs
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are equivalent to approximately 296%-301% of the City's FY 2026 General Fund budget. Assuming capital expenditures are distributed evenly over a five-year implementation period, consistent with the methodology developed in the 2024 report, the combined annual burden of capital costs and one year of operations and maintenance (O&M) costs would be equivalent to approximately 66%-67%of the City's annual General Fund.
Across participating jurisdictions, the median agency in San Bernardino County would face an annualized implementation burden equivalent to approximately 84%-86%of its annual General Fund, illustrating the potential magnitude of the fiscal commitment associated with compliance.
Table E-S. Estimated Fiscal Burden Relative to FY 2026 General Fund Expenditures Jurisdiction Capital Cost(%of 1-Year O&M (%of Annualized Capital (5 General Fund) General Fund) Years)+ 1-Year O&M (%
—
of General Fund)
City of Grand Terrace I 963-981% 22.9-23.3% 215.6-219.4% City of Highland 932-949% 22.2-22.6% 208.6-212.4% City of Yucaipa 709-722% 16.9-17.2% 158.7-161.6% City of Chino Hills 6978-710% 16.6-16.9% 156.2-159.0% City of Loma Linda 489-498% 11.6-11.9% 109.5-111.4% City of Rancho Cucamonga 482-490% 11.5-11.7% 107.8-109.8% City of Fontana 436-444% 10.4-10.6% 97.6-99.4% City of Upland 411-418% 9.8-10.0% 92.0-93.6% City of Big Bear Lake 377-384% 9.0-9.1% 84.4-85.9% City of Montclair 326-332% 7.8-7.9% 73.0-74.3% City of Redlands 325-331% 7.7-7.9% 72.8-74.1% City of Colton 312-318% 7.4-7.6% 69.8-71.1% City of San Bernardino 296-301% 7.0-7.2% 66.2-67.4% City of Chino 258-263% 6.1-6.3% 57.8-58.8% City of Rialto 217-221% 5.15-5.25% 48.5-49.3% City of Ontario 146-149% 3.47-3.54% 32.7-33.2% County of San Bernardino 34.9-35.6% 0.83-0.85% 7.8-8.0% Average 436-444% 10.4-10.6% 97.6-99.3% Median 377-384% 9.0-9.1% 84.4-85.6% Source:City of San Bernardino FY 2026 Budget;San Bernardino County Stormwater Program.Analysis by Beacon Economics.
Note:Ranges reflect the lower-and higher-end WMP implementation cost scenarios.The annualized column assumes capital expenditures are distributed evenly over a five-year implementation period,consistent with the methodology developed in the 2024 report.
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I n t ro d u ct i o n
In 2024, Beacon Economics prepared a report estimating the costs associated with the proposed Regional Municipal Separate Storm Sewer System (MS4) Permit issued by the Santa Ana Regional Water Quality Control Board. That report evaluated the anticipated fiscal impacts of the draft permit requirements on San Bernardino County Permittees and identified several areas expected to result in substantial new costs, most notably compliance with the proposed numeric limitations.
Following the release of the 2024 report, the Santa Ana Water Board revised portions of the proposed permit and issued a redlined version reflecting changes to several of the requirements. San Bernardino County subsequently retained Beacon Economics to update its previous analysis and estimate how these revisions affect the projected costs to Permittees.
This memorandum serves as an update to the 2024 report and should be read in conjunction with that analysis.
Rather than replicating the original report,this update focuses on those portions of the proposed permit that were revised and the extent to which those revisions alter the estimated costs. Particular attention is given to changes related to the numeric limitations, as well as revisions affecting inspection requirements, trash compliance, and Green Streets provisions.
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Federal MS4 Regulatory Framework
Unlike traditional wastewater permits, which often rely on numeric effluent limitations, MS4s are governed by a different federal standard. The 1987 amendments to the Clean Water Act established a framework for regulating municipal and industrial stormwater discharges under the National Pollutant Discharge Elimination System(NPDES).
The amendments require MS4 permittees to reduce the discharge of pollutants to the Maximum Extent Practicable (MEP) rather than achieve specified numeric pollutant concentrations. Congress intentionally did not define MEP, and EPA has historically implemented the standard through stormwater management programs consisting of best management practices (BMPs), inspections, maintenance activities, public education, and other pollutant control measures.'
The proposed Tentative Order (TO), however, includes numeric limitations that may require permittees to implement measures comparable in scope and cost to Watershed Management Programs (WMPs) or Enhanced Watershed Management Programs (EWMP5). To the extent the proposed permit imposes stringent numeric limitations that effectively require implementation of WMP- or EWMP-level controls, it raises the question of whether the permit remains consistent with the statutory MEP framework established by Congress.
This question has taken on added significance following the U.S.Supreme Court's recent decision in City and County of San Francisco v. EPA (2025),2 which emphasized that NPDES permit requirements must be consistent with the statutory framework established by Congress.Although the case involved a wastewater permit rather than an MS4 permit and did not address the MEP standard directly, it underscores the importance of evaluating permit requirements within the context of the governing statutory scheme. This report does not evaluate that legal question but instead estimates the potential costs associated with complying with the proposed permit requirements.
1 https://www.waterboards.ca.gov/water_issues/programs/stormwater/docs/phsii2012_5th/fs_final_sidenote.pdf 2 https://www.supremecourt.gov/opinions/24pdf/23-753_f2bh.pdf
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Numeric Limitations
Permit Revisions
The revisions to the proposed permit do not materially alter the numeric limitations from those analyzed in the 2024 report. Although the permit does not explicitly require Permittees to develop a WMP or EWMP,the numeric limitations remain sufficiently stringent that achieving compliance would likely require implementation of measures comparable in scope and cost to a WMP or EWMP. Accordingly, because the revised permit language does not materially change the numeric limitations,the methodology developed in the 2024 report remains appropriate for estimating compliance costs.
Methodology
Consistent with the methodology used in the 2024 report,this analysis relies on implementation costs from existing WMPs and EWMPs developed in Los Angeles County. These programs provide the closest available benchmark for estimating the costs that San Bernardino County Permittees would likely incur to achieve comparable levels of compliance. Estimated costs are scaled according to the relative size of the San Bernardino County study area.
Implementation costs are presented over a 20-year planning horizon, consistent with both the underlying WMP and EWMP reports and the methodology developed in our 2024 analysis. The Los Angeles Regional Water Quality Control Board recognizes 19 regional WMP/EWMP groups; however, comprehensive implementation cost information was publicly available for only 17 regional plans, which form the basis of this analysis.
The reported implementation costs include both capital expenditures and annual operations and maintenance (O&M) costs. Because the source plans were prepared over multiple years using different price assumptions, all costs were converted to constant 2026 dollars using the Personal Consumption Expenditures(PCE) price index.This adjustment ensures that implementation costs are comparable across all regional WMPs and EWMPs regardless of when the original plans were prepared.'
3 For reports that included inflation adjustments, costs were first converted to their original base-year values before being adjusted to constant 2026 dollars.
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Several Los Angeles County regional WMPs and EWMPs reported implementation costs as lower- and higher-end estimates rather than single values. Rather than averaging these estimates,this analysis retains the reported ranges to preserve the uncertainty reflected in the underlying implementation plans.
Building on the methodology developed in the 2024 report,total implementation costs were first aggregated across the 17 regional WMPs and EWMPs for which comprehensive cost information was publicly available to produce lower-and higher-end cost estimates for Los Angeles County!'The Los Angeles County implementation costs were expressed on a per-managed-acre basis and scaled to the managed acreage of the San Bernardino County study area. Managed acreage was selected as the scaling metric, as in the 2024 report, because implementation costs are largely driven by the geographic extent of the area requiring stormwater management improvements.
The Los Angeles County regional plans encompass approximately 989,656 managed acres,while the San Bernardino County study area includes approximately 343,990 managed acres, representing 34.8 percent of the Los Angeles County managed area. The Los Angeles County cost estimates were multiplied by this acreage ratio to estimate total 20-year implementation costs for the San Bernardino County study area.
The estimated study area costs were then allocated among participating San Bernardino County jurisdictions using the cost allocation methodology provided by the San Bernardino County Stormwater Program. Consistent with the Program's direction, Beacon Economics used the allocation framework associated with the FY 2026- 27 Monitoring cost category as the basis for estimating each agency's share of potential WMP implementation costs under the Santa Ana Regional Water Quality Control Board's tentative MS4 permit order. Under this methodology, 95%of costs are allocated among the 17 participating permittees using a weighted formula consisting of(1) a 10% equal allocation distributed evenly across all participating permittees, (2) a 30% allocation based on each permittee's share of the total participating population, and (3) a 60%allocation based on each permittee's share of the total participating land area.The remaining 5% is allocated directly to the San Bernardino County Flood Control District. The resulting allocation percentages were applied to the estimated study area implementation costs to estimate each agency's share of capital and operations and maintenance (O&M) costs.
Capital costs and annual O&M costs were allocated proportionally according to each agency's estimated cost share.
Twenty-year O&M costs were calculated by multiplying annual O&M expenditures by 20 years, and total 20-year implementation costs represent the sum of capital expenditures and cumulative O&M costs. 4 This analysis follows the methodology developed in the 2024 report but expands the dataset to include all 17 Los Angeles County regional WMPs and EWMPs for which comprehensive implementation cost information was publicly available.
ATs
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Table 1. Estimated 20-Year Costs of Los Angeles County Regional WMPs and EWMP5 ($M) Los Angeles County Regional Capital Capital Annual O&M Annual O&M Total20-Yr Total20-Yr _WMP/EWMP Group (Low) (High) (Low) (High) Cost(Low) Cost(High)_ Ballona Creek $3,638.33 $3,638.33 $103.85 $103.85 $5,715.28 $5,715.28 Beach Cities $57.97 $119.99 $2.70 $2.70 $111.90 $173.92 Dominguez Channel $1,686.62 $1,686.62 $19.36 $19.36 $2,073.80 $2,073.80 East San Gabriel Valley $475.87 $872.54 NR NR $475.87 $872.54 Upper Los Angeles River Reach 2 $282.08 $282.08 NR NR $282.08 $282.08 Los Cerritos Channel _ $447.60 $447.60 NR NR $447.60 $447.60 Lower Los Angeles River $2.29 $2.29 $0.27 $0.27 $7.68 $7.68 Lower San Gabriel River $45.84 $87.63 NR NR $45.84 $87.63 Malibu Creek $259.93 $259.93 $4.97 $4.97 $359.37 $359.37 Marina Del Rey $468.33 $468.33 $2.23 $2.23 $513.03 $513.03 North Santa Monica Bay $43.41 $43.41 $1.45 $1.45 $72.40 $72.40 Palos Verdes Peninsula Cities _ $120.22 $172.99 $1.79 $2.03 $156.02 $213.60 Rio Hondo/San Gabriel River $1,914.44 $1,914.44 $26.29 $26.29 $2,440.24 $2,440.24 Santa Monica Bay J2&J3 $866.55 $866.55 $3.83 $3.83 $943.07 $943.07 Upper LA River $8,145.72 $8,145.72 $281.65 $281.65 $13,906.22 $13,906.22 Upper San Gabriel River $1,528.55 $1,528.55 $52.90 $52.90 $2,589.44 $2,589.44 Upper Santa Clara River $841.80 _ $841.80 NR NR $841.80 $841.80 Total $30,981.66 $31,539.72
Source:Los Angeles Regional Water Board;Analysis by Beacon Economics.(2026 dollars) Table 2. Cost Scaling Assumptions for the San Bernardino County Study Area Metric Value
Los Angeles County MS4 Managed Area(Acres) 989,656 San Bernardino County Study Area(Acres) 343,990
San Bernardino-to-Los Angeles Land Ratio 34.80%
Estimated 20-Year Cost(Low$) 10,690,724,754
Estimated 20-Year Cost(High$) 10,882,951,500
Source:Los Angeles Regional Water Board;San Bernardino County Stormwater Program;Analysis by Beacon Economics.(2026 dollars) Results
Applying the methodology described above yields estimated 20-year implementation costs of approximately$10.69 billion under the lower-end scenario and $10.88 billion under the higher-end scenario for the San Bernardino County study area.
Under the lower-end scenario, estimated implementation costs range from approximately $141.0 million for the City of Big Bear Lake to$1.88 billion for the unincorporated parts of the County of San Bernardino,while the higher- end scenario ranges from approximately$143.5 million to $1.92 billion. The City of San Bernardino, County of San PA Tv
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Bernardino, Fontana, Ontario, and Rancho Cucamonga account for the largest estimated implementation costs under both scenarios.
Table 3. San Bernardino County Lower-End Scenario: Estimated 20-Year Costs by Agency ($M) Agency Cost Share Capital O&M(Annual) O&M(20-Yr) Total(20-Yr) City of Big Bear Lake 1.32% $95.5 1 $2.3 1 $45.5 $141.0 City of Chino 4.67% $338.4 $8.1 $161.1 $499.5 City of Chino Hills 5.44% $393.7 $9.4 $187.4 $581.0 City of Colton 3.07% $222.4 $5.3 $105.9 $328.2 City of Fontana 8.98% $650.3 $15.5 $309.6 $959.8 City of Grand Terrace 1.16% $83.9 $2.0 $39.9 $123.8 City of Highland 3.32% $240.3 $5.7 $114.4 $354.7 City of Loma Linda 1.93% $140.0 $3.3 $66.7 $206.7 City of Montclair 1.81% $130.8 $3.1 $62.2 $193.0 City of Ontario 9.01% $652.6 $15.5 $310.7 $963.3 City of Rancho Cucamonga 8.12% $588.0 $14.0 $279.9 $867.9 City of Redlands 5.37% $389.0 $9.3 $185.2 $574.1 City of Rialto 4.93% $357.3 $8.5 $170.1 $527.5 City of San Bernardino 10.34% $749.3 $17.8 $356.7 $1,105.9 City of Upland 3.58% $259.2 $6.2 $123.4 $382.5 City of Yucaipa 4.33% $313.4 $7.5 $149.2 $462.5 County of San Bernardino 17.63% $1,276.7 $30.4 $607.8 $1,884.5 SB County Rood 5.00% $362.1 $8.6 $172.4 $534.5 Total I 100.00% r $7,243 $172 $3,448 $10,691 Source:Los Angeles Regional Water Board;San Bernardino County Stormwater Program;Analysis by Beacon Economics.(2026 dollars) Table 4. San Bernardino County Higher-End Scenario Fctimaterl ?(1-Year C ,cs by Agency KM) Agency Cost Share Capital O&M(Annual) O&M(20-Yr) Total(20-Yr) City of Big Bear Lake 1.32% $97.2 $2.3 $46.3 $143.5 City of Chino 4.67% $344.5 $8.2 $164.0 _ $508.5 City of Chino Hills 5.44% $400.7 $9.5 $190.8 _ $591.5 City of Colton 3.07% $226.4 $5.4 $107.8 _ $334.1 City of Fontana 8.98% $662.0 $15.8 $315.1 _ $977.1 City of Grand Terrace 1.16% $85.4 $2.0 $40.7 $126.1 City of Highland 3.32% $244.6 $5.8 $116.5 _ $361.1 City of Loma Linda 1.93% $142.5 $3.4 $67.9 _ $210.4 City of Montclair 1.81% $133.1 $3.2 $63.4 _ $196.5 City of Ontario 9.01% $664.4 $15.8 $316.3 _ $980.6 City of Rancho Cucamonga 8.12% $598.6 $14.2 $285.0 $883.6 City of Redlands 5.37% $396.0 $9.4 $188.5 _ $584.5 City of Rialto 4.93% $363.8 $8.7 $173.2 _ $536.9 City of San Bernardino 10.34% $762.7 $18.2 $363.1 _ $1,125.8 City of Upland 3.58% $263.8 $6.3 $125.6 _ $389.4 City of Yucaipa 4.33% $319.0 $7.6 $151.9 $470.8 County of San Bernardino 17.63% $1,299.7 $30.9 $618.7 _ $1,918.4 SB County Rood 5.00% $368.7 $8.8 $175.5 $544.1 Total 100.00% $7,373 $175 $3,510 $10,883 A.
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Source:Los Angeles Regional Water Board;San Bernardino County Stormwater Program;Analysis by Beacon Economics.(2026 dollars) Inspection Requirements
Permit Revisions
The revisions to the proposed permit make several changes to the inspection requirements for industrial, commercial, and construction sites. Overall, however, the changes are relatively modest. Most of the revisions clarify the scope of existing inspection requirements rather than introducing new inspection obligations.
For industrial and commercial facilities,the revised permit now specifies that inspections apply only to facilities that discharge, or have the potential to discharge, pollutants to the MS4. The revised language also exempts Flood Control District Permittees from the industrial and commercial inspection requirements. In addition, commercial inspection requirements have been revised to apply only to fixed facilities, thereby excluding mobile businesses such as food trucks from the inspection program.
For construction sites, the revised permit modifies the acreage thresholds used to classify projects by priority.
Specifically, the threshold for High Priority sites is reduced from 50 acres to 20 acres, while the threshold for Medium Priority sites is reduced from projects disturbing between 20 and 50 acres to projects disturbing between 5 and 20 acres.As a result, a larger number of construction projects may be subject to more frequent inspections.
The most notable revision relates to inspections of eating and drinking establishments. In the version of the proposed permit evaluated in the 2024 report, Permittees were required to inspect eating and drinking establishments annually. The revised permit instead provides that Permittees may cause annual inspections to occur on their behalf by another party, such as a health care agency or consultant. While the revised language appears to provide additional implementation flexibility, it is less prescriptive than the language evaluated in the 2024 report. Accordingly, the extent to which this revision affects implementation costs will depend on how Permittees ultimately satisfy this requirement.
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Methodology
Because the revisions to the proposed permit do not materially alter the overall inspection framework, the methodology developed in the 2024 report remains appropriate for estimating inspection costs.The cost estimates presented in this update have been adjusted from 2024 to constant 2026 dollars and continue to rely on the facility inventories and inspection assumptions developed in the original analysis. Accordingly, the estimates should be interpreted as approximations of the revised permit requirements, as the number and composition of regulated facilities within the study area have likely changed since completion of the 2024 report.
Results
CONSTRUCTION SITE INSPECTIONS The revised permit modifies the criteria used to classify construction sites by priority. The acreage threshold for High Priority sites is reduced from 50 acres to 20 acres, increasing the number of projects subject to the more rigorous inspection schedule. Likewise, the threshold for Medium Priority sites is reduced from projects disturbing between 20 and 50 acres to projects disturbing between 5 and 20 acres.
These revisions may increase construction inspection costs by shifting a larger number of projects into higher- priority inspection categories. However, because historical information on the acreage distribution of construction sites is not available, the magnitude of this increase cannot be reliably quantified. Accordingly, consistent with the 2024 report, no quantitative estimate of the cost impact is presented.
INDUSTRIAL INSPECTIONS As in the 2024 report, the principal cost drivers remain (1) the increased inspection frequency for Low Priority industrial facilities and (2) the requirement that facilities covered under the Industrial General Permit be classified as High Priority and therefore subject to annual inspections.
Based on the methodology developed in the 2024 report and updated to constant 2026 dollars, increasing the inspection frequency for Low Priority industrial facilities is estimated to increase inspection costs by approximately$46,644 annually, or approximately$932,881 over a 20-year period, across San Bernardino County Permittees.
In addition, classifying Industrial General Permit facilities as High Priority is estimated to increase inspection costs by approximately$55,950 annually, or approximately$1.12 million over a 20-year period. This estimate assumes
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that approximately 18.7 percent of Medium Priority industrial facilities are covered under the Industrial General Permit, consistent with the assumptions developed in the 2024 analysis.
Combined, these provisions are estimated to increase industrial inspection costs by approximately $102,600 annually or$2.05 million over a 20-year period (2026 dollars).
COMMERCIAL INSPECTIONS As in the 2024 report, the primary driver of increased commercial inspection costs remains the increased inspection frequency required for Low Priority commercial facilities.
The revised permit now explicitly limits commercial inspections to fixed facilities and clarifies that inspections apply only to facilities that discharge, or have the potential to discharge, pollutants to the MS4. In addition, Flood Control District Permittees are exempt from the commercial inspection requirements.These revisions are not expected to materially affect the cost estimates presented in this analysis. The 2024 analysis relied on U.S. Census Bureau establishment counts for commercial facilities and eating and drinking establishments, which did not include non- fixed facilities such as food trucks or other mobile businesses.
Consistent with the methodology developed in the 2024 report, this update assumes the same distribution of High-, Medium-, and Low-Priority commercial facilities used in the original analysis. Cost estimates have been updated from 2024 to constant 2026 dollars but do not reflect changes in the number or distribution of commercial facilities since the 2024 report was completed.
Based on these assumptions, increasing the inspection frequency for Low Priority commercial facilities is estimated to increase inspection costs by approximately$143,634 annually, or approximately$2.87 million over a 20-year period.
Food and Drinking Establishments
As in the 2024 report, the primary driver of increased inspection costs for food and drinking establishments is the requirement for annual inspections.The revisions to the proposed permit do not materially alter this requirement and therefore do not warrant a change in the methodology used to estimate costs.
Consistent with the 2024 analysis,this update assumes approximately 2,282 food and drinking establishments are located within the San Bernardino County study area.This estimate is based on U.S. Census Bureau establishment data and assumes that the number of establishments has remained unchanged since the original analysis. Cost estimates have been updated from 2024 to constant 2026 dollars.
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Under these assumptions, annual inspections of food and drinking establishments are estimated to increase inspection costs by approximately$558,083 annually, or approximately$11.16 million over a 20-year period (2026 dollars).5
Trash Compliance
Permit Revisions
The revisions to the proposed permit do not materially change the overall requirement that Permittees achieve compliance through either Full Capture Systems (Track 1) or equivalent measures (Track 2). Permittees remain responsible for implementing and maintaining these measures within Priority Land Use Areas or approved Equivalent Alternate Land Use Areas.
The revised permit does, however, make several notable changes.
1. First, Permittees may now request approval from the Executive Officer to substitute one or more Priority Land Use Areas with alternate land use areas that generate equivalent or greater amounts of trash. To obtain approval, Permittees must demonstrate through empirical evidence (e.g., street sweeping records, catch basin cleanup records, mapping, or visual trash surveys)that the proposed substitute areas generate trash at rates equal to or greater than the Priority Land Use Areas being replaced. This revision provides additional flexibility in determining where trash control measures are implemented.
2. Second,the revised permit appears to eliminate the requirement for Track 1 Permittees to conduct ongoing trash monitoring that was included in the earlier draft permit. As a result, the direct monitoring costs estimated in the 2024 report are no longer expected to be incurred.
3. Third, the revised permit shortens the interim compliance milestone from four years to one year. Under the revised language, Permittees must install, operate, and maintain Full Capture Systems (Track 1) or equivalent measures (Track 2) for at least 50 percent of Priority Land Use Areas (and approved Equivalent 5 Consistent with the 2024 report, this analysis assumes a base inspection cost of$250 per inspection. All inspection costs have been converted to constant 2026 dollars using the PCE,resulting in an equivalent inspection cost of approximately$263 per inspection.
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Alternate Land Use Areas) within one year of the permit's effective date. If a Permittee does not expect to meet this accelerated interim milestone, it must submit, within 90 days of the permit becoming effective, an alternative interim compliance schedule for approval by the Executive Officer.
The final compliance deadline remains December 2, 2030, by which Permittees must achieve compliance for all applicable Priority Land Use Areas, Designated Land Use Areas, and approved Equivalent Alternate Land Use Areas.
According to the San Bernardino County Flood Control District, shortening the interim milestone from four years to one year may present practical implementation challenges. Rather than implementing trash capture infrastructure in two distinct phases, agencies will likely find it more efficient to complete projects through a single coordinated construction effort. As a result, many Permittees may be unable to achieve exactly 50 percent implementation within the first year and instead may need to prepare and submit alternative interim compliance schedules for approval.
The revised one-year interim milestone also differs from the State's trash implementation framework, which establishes a final compliance deadline of December 2, 2030, but does not include a comparable requirement to achieve 50 percent implementation within one year. Although the removal of the Track 1 monitoring requirement is expected to reduce certain direct compliance costs, the accelerated implementation schedule may increase planning, coordination, and administrative burdens. These potential costs are highly dependent on how individual agencies choose to implement the revised requirements and therefore cannot be reliably quantified.
Methodology
The revisions to the proposed permit materially affect the methodology used to estimate trash compliance costs.
The revised Tentative Order removes the requirement for Track 1 Permittees to conduct and report certain quantitative trash monitoring activities, including estimates of trash discharged from representative outfalls and receiving waters. Accordingly,the annual monitoring costs included in the 2024 analysis have been removed from the updated cost estimates.
Annual reporting requirements, however, remain in place. Track 1 Permittees must still prepare annual reports documenting the type and location of Full Capture Systems, inspection and maintenance activities, progress toward interim and final compliance milestones, and updated GIS information. Thus, this analysis continues to include annual reporting costs, while eliminating the separate annual monitoring costs estimated in the 2024 report.
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The remaining cost estimates therefore consist of a one-time initial assessment and annual reporting costs. Both have been updated from 2024 to 2026 dollars using the Personal Consumption Expenditures (PCE) price index.
Potential costs associated with meeting the accelerated one-year interim implementation milestone are not estimated because they cannot be reliably quantified from the available information.
Results
The revised permit is expected to reduce the direct, quantifiable costs associated with trash compliance by eliminating the ongoing Track 1 monitoring requirement. Under the revised assumptions, the remaining estimated costs consist of the one-time initial assessment and annual reporting requirements.
Over a 20-year period, these activities are estimated to cost approximately$115,900 per Permittee, or approximately$1.85 million across all San Bernardino County Permittees (Table 5).These estimates do not include any additional costs that agencies may incur in meeting the accelerated interim implementation milestone, which could increase planning, coordination, or administrative expenditures but cannot be reliably estimated.
Table 5. Estimated Trash Compliance Costs
Task Cost($,2024) Cost ($,2026)
One-time Initial assessment $30,000 $31,603 Annual Monitoring $15,000 -
Annual Reporting $4,000 $4,215
20-Year Total per Permittee $410,000 $115,903 20-Year Total—All SB Permittees $6,560,000 $1,854,448 Source:San Bernardino County Stormwater Program;Analysis by Beacon Economics.(2026 dollars) G`
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82 Development and Significant Re-Development
Permit Revisions
The proposed Tentative Order also includes several revisions that appear to provide additional flexibility for transportation projects. Based on discussions with permittees and a review of the redline edits, revisions to the definition of impervious surface, the addition of guidance related to Green Streets, and new language recognizing certain Americans with Disabilities Act (ADA) accessibility requirements for curb ramps and similar infrastructure may reduce compliance challenges for roadway improvement projects. These revisions appear responsive to concerns raised by permittees regarding the practical implementation of post-construction requirements for transportation infrastructure.
While these revisions represent meaningful improvements in certain contexts, permittees indicated that challenges remain for many new development projects, particularly residential developments. For example, roadway widening associated with new developments may still trigger treatment control requirements unless projects can qualify for the additional flexibility provided through the Green Streets provisions.As a result,although the proposed revisions may alleviate some implementation concerns for public roadway projects, they may not substantially reduce compliance costs for many forms of private development.
Methodology
Consistent with the 2024 report,this update continues to use the residential subdivision case study to illustrate the potential impact of the proposed permit on development costs.The case study assumes a development consisting of 29 single-family homes constructed along an extended roadway corridor and relies on the same project design assumptions and estimated BMP costs developed in the original analysis.' Because the revised Tentative Order modifies several provisions affecting roadway projects, including the addition of Green Streets guidance, this case study is retained as an illustrative example rather than a prediction of costs for all residential developments. 6 A development of 29 single homes spanning a land area of 40 feet by 3,620 feet(where each parcel is 125 feet)would currently require no BMPs in San Bernardino,whereas under the new TO it would require 29 BMPs. diPAAA
ATs
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Results
Under the assumptions developed in the 2024 report and expressed in constant 2026 dollars, the illustrative residential subdivision would incur approximately$764,000 in additional BMP construction and installation costs, or approximately$26,300 per home, relative to the current permit.
These estimates reflect the incremental capital costs associated with installing the required BMPs and do not include future operations and maintenance costs, which may be borne through homeowners' associations or other long-term maintenance arrangements depending on the ownership and maintenance structure of the development.
However, discussions with San Bernardino County Flood Control District indicate that revisions to the proposed permit—including the addition of Green Streets guidance and other changes affecting roadway projects—may provide greater flexibility than the version of the Tentative Order evaluated in the 2024 report. As a result, the magnitude of these potential cost increases is less certain and will depend on how the revised provisions are ultimately interpreted and implemented for new development projects.
Accordingly,this case study should be viewed as an illustration of the potential order of magnitude of development costs rather than a prediction of the costs that would apply to all residential developments.
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Implicit Costs : Fiscal Context
Implementation of the tentative MS4 permit could place substantial additional demands on local government budgets throughout San Bernardino County. To the extent that agencies are required to fund WMP implementation, they may face difficult budgetary tradeoffs, including increasing revenues, reducing expenditures in other program areas, delaying capital improvements, or pursuing a combination of these approaches. Such tradeoffs may be particularly challenging for agencies with limited fiscal flexibility or existing budget constraints.
Illustrative Example: Estimated Fiscal Burden for the City of San Bernardino To illustrate the magnitude of the estimated implementation costs relative to existing municipal resources,Tables 6 and 7 compare the City of San Bernardino's estimated WMP implementation costs under the lower- and higher- end scenarios with the City's FY 2026 General Fund budget by department. The City's estimated implementation costs are based on its 10.34%cost share of the total study area implementation costs,consistent with the allocation methodology described in the Methodology section.
Under the lower-end scenario,the City's estimated capital costs are equivalent to approximately 296%of its entire FY 2026 General Fund budget, while one year of O&M costs represents approximately 7%of the General Fund.
Consistent with the methodology developed in the 2024 report, this analysis assumes that capital improvements would be implemented over a five-year period. The final column presents the combined annual fiscal burden assuming capital expenditures are spread evenly over a five-year implementation period and combined with one year of O&M costs. Under this assumption, the City's annual implementation costs would be equivalent to approximately 66%of its annual General Fund budget.
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Table 6. City of San Bernardino Lower-End Scenario: Estimated Annual Costs as Fiscal Year 2026 Share of General Fund Expenditures'
Expenditures by Department GF Budget Capital 1-Yr O&M Capital/5+ Expenditures Share 1-Yr O&M
($,M)
Police $138.33 54.7% 541% 13% 121% Public Works $37.65 14.9% 1989% 47% 445% General Government $21.73 8.6% 3447% 82% 771% Community Development&Housing $16.41 6.5% 4563% 109% 1021% Finance&Management Services $7.24 2.9% 10342% 246% 2314% Parks Recreation&Community $6.39 2.5% 11720% 279% 2623% City Manager $5.81 2.3% 12900% 307% 2887% Legal Services $5.54 2.2% 13527% 322% 3027% Library $4.95 2.0% 15123% 360% 3384% Human Resource&Risk Management $3.04 1.2% 24616% 586% 5509% Economic Development $2.00 0.8% 37402% 890% 8371% City Clerk $1.99 0.8% 37552% 894% 8404% City Council $1.30 0.5% 57571% 1370% 12885% Mayor $0.43 0.2% 175945% 4188% 39377%
Special Assessment District $0.15 0.1% 499275% 11884% 111739% Capital Improvement Projects $- 0.0% - - - Total $253.0 100% 296% 7% 66% Source:City of San Bernardino FY 2026 Budget;San Bernardino County Stormwater Program.Analysis by Beacon Economics.
Under the higher-end scenario, the estimated annual burden is slightly larger, with capital costs equivalent to approximately 301%of the General Fund, one year of O&M costs equal to approximately 7%, and the combined annual burden (assuming a five-year capital implementation period) equal to approximately 67%of the City's annual General Fund budget.
7 Note:Estimated implementation costs are based on the City of San Bernardino's 10.34%cost share of total study area implementation costs,derived using the cost allocation methodology described in the Methodology section.The Capital/5+1-Yr O&M column assumes that capital expenditures are incurred evenly over a five-year implementation period, consistent with the methodology developed in the 2024 report,and are combined with one year of operations and maintenance(O&M)costs.
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Table 7. City of San Bernardino Higher-End Scenario: Estimated Annual Costs as Fiscal Year 2026 Share of General Fund Expenditures'
Expenditures by Department GF Budget Capital 1-Yr O&M Capital/5+ Expenditures Share 1-Yr O&M
($,M)
Police $138.33 54.7% 551% 13% 123% Public Works $37.65 14.9% 2025% 48% 453% General Government $21.73 8.6% 3509% 84% 785% Community Development&Housing $16.41 6.5% 4645% 111% 1040% Finance&Management Services $7.24 2.9% 10527% 251% 2356% Parks Recreation&Community $6.39 2.5% 11931% 284% 2670% City Manager $5.81 2.3% 13132% 313% 2939% Legal Services $5.54 2.2% 13770% 328% 3082% Library $4.95 2.0% 15395% 366% 3445% Human Resource&Risk Management $3.04 1.2% 25059% 596% 5608% Economic Development $2.00 0.8% 38075% 906% 8521% City Clerk $1.99 0.8% 38227% 910% 8555% City Council $1.30 0.5% 58606% 1395% 13116% Mayor $0.43 0.2% 179109% 4263% 40085%
Special Assessment District $0.15 0.1% 508253% 12097% 113748% Capital Improvement Projects $- 0.0% - - - Total $253.0 100% 301% 7% 67% Source:City of San Bernardino FY 2026 Budget;San Bernardino County Stormwater Program.Analysis by Beacon Economics.
Illustrative Example: Estimated Fiscal Burden for All Jurisdictions Tables 8 and 9 extend the preceding analysis to all participating jurisdictions, comparing each agency's estimated WMP implementation costs under the lower- and higher-end scenarios with its FY 2026 General Fund budget. As with the City of San Bernardino example, the Capital/5 + 1-Yr O&M column assumes that capital expenditures are distributed evenly over a five-year implementation period,consistent with the methodology developed in the 2024 report.
The results suggest that the estimated fiscal burden extends well beyond a single jurisdiction. Under the lower-end scenario, the median participating agency faces capital costs equivalent to approximately 377%of its annual General Fund budget. Even after spreading capital expenditures over five years, the combined annual burden remains equivalent to approximately 84%of the median agency's General Fund.The higher-end scenario produces similar results, with median capital costs equivalent to approximately 384%of annual General Fund expenditures and an annualized implementation burden of approximately 86%of the median agency's General Fund.
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While the magnitude of the estimated burden varies across jurisdictions depending on their cost allocation,General Fund resources, population, and geographic size,the analysis suggests that many participating agencies could face implementation costs representing a substantial share of their existing fiscal resources. Under the lower-end scenario,the average annualized implementation burden across participating jurisdictions is approximately 98% of annual General Fund expenditures, increasing slightly to approximately 99% under the higher-end scenario. As a result, implementation of the Tentative Order could require agencies to identify new revenue sources, reprioritize existing expenditures, defer other capital investments, or pursue a combination of these approaches to finance compliance.
Table 8. Lower-End Scenario: Estimated Annual Costs as Fiscal Year 2026 Share of General Fund Expenditures
Cost Capital 1-Yr O&M General Capital 1-Yr O&M Capital/5+ Share% ($M) ($M) Fund($M) (%GF) (%GF) 1-Yr O&M (%GF)
Total WMP Costs $7,243 $172
City of Big Bear Lake 1.32% $95.50 $2.27 $25.3 377.0% 9.0% 84.4% City of Chino 4.67% $338.43 $8.06 $131.0 258.3% 6.1% 57.8% City of Chino Hills 5.44% $393.65 $9.37 $56.4 697.8% 16.6% 156.2% City of Colton 3.07% $222.37 $5.29 $71.3 311.9% 7.4% 69.8% City of Fontana 8.98% $650.28 $15.48 $149.1 436.2% 10.4% 97.6% City of Grand Terrace 1.16% $83.89 $2.00 $8.7 963.2% 22.9% 215.6% City of Highland 3.32% $240.31 $5.72 $25.8 932.3% 22.2% 208.6% City of Loma Linda 1.93% $140.03 $3.33 $28.6 489.2% 11.6% 109.5% City of Montclair 1.81% $130.77 $3.11 $40.1 326.2% 7.8% 73.0% City of Ontario 9.01% $652.63 $15.53 $447.2 145.9% 3.5% 32.7% City of Rancho Cucamonga 8.12% $588.03 $14.00 $122.1 481.8% 11.5% 107.8% City of Redlands 5.37% $388.98 $9.26 $119.6 325.2% 7.7% 72.8% City of Rialto 4.93% $357.35 $8.51 $165.0 216.6% 5.2% 48.5% City of San Bernardino 10.34% $749.26 $17.83 $253.2 296.0% 7.0% 66.2% City of Upland 3.58% $259.17 $6.17 $63.1 410.9% 9.8% 92.0% City of Yucaipa 4.33% $313.36 $7.46 $44.2 709.3% 16.9% 158.7% County of SB 17.63% $1,276.72 $30.39 $3,655.0 34.9% 0.8% 7.8% SB County Flood 5.00% $362.14 $8.62 - - - - Average 5.56% $402.38 $9.58 $317.98 436.05% 10.38% 97.59% Median 4.80% $347.89 $8.28 $71.30 377.00% 9.00% 84.40% Source:City of San Bernardino FY 2026 Budget;San Bernardino County Stormwater Program.Analysis by Beacon Economics.
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Table 9. Higher-End Scenario: Estimated Annual Costs as Fiscal Year 2026 Share of General Fund Expenditures
1 Cost 1 Capital 1-Yr O&M General Capital 1-Yr O&M Capital/5+ Share% ($M) ($M) Fund($M) (%GF) (%GF) 1-Yr O&M (%GF)
Total WMP Costs $7,373 $175
City of Big Bear Lake 1.32% $97.22 $2.31 $25.3 383.8% 9.1% 85.9% City of Chino 4.67% $344.52 $8.20 $131.0 262.9% 6.3% 58.8% City of Chino Hills 5.44% $400.73 $9.54 $56.4 710.4% 16.9% 159.0% City of Colton 3.07% $226.37 $5.39 $71.3 317.5% 7.6% 71.1% City of Fontana 8.98% $661.98 $15.76 $149.1 444.0% 10.6% 99.4% City of Grand Terrace 1.16% $85.40 $2.03 $8.7 980.5% 23.3% 219.4% City of Highland 3.32% $244.63 $5.82 $25.8 949.0% 22.6% 212.4% City of Loma Linda 1.93% $142.55 $3.39 $28.6 498.0% 11.9% 111.4% City of Montclair 1.81% $133.12 1 $3.17 $40.1 332.1% 7.9% 74.3% City of Ontario 9.01% $664.36 $15.81 $447.2 148.5% 3.5% 33.2% City of Rancho Cucamonga 8.12% $598.60 $14.25 $122.1 490.4% 11.7% 109.8% City of Redlands 5.37% $395.97 $9.42 $119.6 331.0% 7.9% 74.1% City of Rialto 4.93% $363.77 $8.66 $165.0 220.5% 5.2% 49.3% City of San Bernardino 10.34% $762.73 $18.15 $253.2 301.3% 7.2% 67.4% City of Upland 3.58% $263.83 $6.28 $63.1 418.3% 10.0% 93.6% City of Yucaipa 4.33% $318.99 $7.59 $44.2 722.1% 17.2% 161.6% County of SB 17.63% $1,299.68 $30.93 $3,655.0 35.6% 0.8% 8.0% SB County Flood 5.00% $368.65 $8.77 - - - - Average 5.56% $409.62 $9.75 $317.98 443.87% 10.56% 99.34% Median 4.80% $354.15 $8.43 $71.29 383.76% 9.13% 85.89% Source:City of San Bernardino FY 2026 Budget;San Bernardino County Stormwater Program.Analysis by Beacon Economics.
The above examples illustrate the magnitude of the potential fiscal commitment relative to existing municipal expenditures and the tradeoffs local agencies may face in financing WMP implementation while continuing to fund other core public services.
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Conclusion
The revisions to the proposed Tentative Order address several concerns identified in the 2024 report and, in some cases, provide additional implementation flexibility for Permittees. Notable examples include revisions related to Green Streets, the definition of impervious surface, and certain transportation-related improvements. However, many of the principal cost drivers identified in the original analysis remain largely unchanged.
Most notably, the proposed numeric limitations continue to represent the largest potential source of compliance costs and would likely require implementation measures comparable in scope and cost to Watershed Management Programs (WMPs) or Enhanced Watershed Management Programs (EWMPs). While revisions to inspection requirements, trash compliance, and development provisions modify certain implementation details, they do not materially alter the overall cost conclusions presented in the 2024 report.This update also places these estimated implementation costs into the fiscal context of participating jurisdictions, illustrating that even when capital expenditures are assumed to be implemented over a five-year period the resulting annual costs may represent a substantial share of many agencies' General Fund resources.
Overall,this update indicates that although the revised Tentative Order reflects several meaningful improvements, substantial compliance costs for San Bernardino County Permittees remain if the permit is adopted in its current form. The findings in this report suggest that many agencies could face significant fiscal tradeoffs as they balance permit compliance with other municipal priorities and public services.
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About Beacon Economics
Founded in 2006, Beacon Economics, an LLC and certified Small Business Enterprise with the state of California, is an independent research and consulting firm dedicated to delivering accurate, insightful, and objectively based economic analysis. Employing unique proprietary models, vast databases, and sophisticated data processing, the company's specialized practice areas include sustainable growth and development, real estate market analysis, economic forecasting, industry analysis,economic policy analysis, and economic impact studies. Beacon Economics equips its clients with the data and analysis they need to understand the significance of on-the-ground realities and to make informed business and policy decisions.
Learn more at beaconecon.com
Project Team
Christopher Thornberg PhD. Founding Partner(Project Advisor) Niree Kodaverdian PhD. Research Manager
Christopher Carr. Research Associate
For further information about this report or to learn more about Beacon Economics please contact:
Sherif Hanna, Managing Partner [email protected]
Victoria Bond, Director of Marketing and Communications. [email protected] Beacon Economics LLC shall remain the exclusive owner of any Proprietary Information and all patent, copyright,trade secret,trademark, domain name and other intellectual property contained herein.
A BEACON ECONOMICS
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°
���� v °p`q� TFUPLAND
fli
..', s. ]��/�: J/L//1 y �/'� "The City of Gracious Living" ltiriiVO
'' ''' 5
DATE: October 12,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D DALQUEST,DEVELOPMENT SERVICES DIRECTOR
ALAN FRENCH,PRINCIPAL ENGINEER
YESENIA DIAZ,ASSOCIATE ENGINEER
SUBJECT: CONSIDER APPROVAL OF FINAL TRACT MAP 20245 AND SUBDIVISION AGREEMENT
FOR KB HOMES RELATIVE TO THE VILLA SERENA RESIDENTIAL PROJECT RECOMMENDED ACTION:
It is recommended that the City Council approve Tract Map 20245 for recordation and authorize the City Manager to sign the subdivision agreement.
GOAL STATEMENT
The proposed action supports the City's goal to adhere to a review schedule for the processing of development proposals in an efficient,professionally responsive,and courteous manner.
BACKGROUND
On April 23, 2025, the Planning Commission recommended approval on the Villa Serena Specific Plan for the construction of sixty-five(65) single-family detached residential units,located on an existing 9.2-acre portion of the 15th Street flood control basin, including modifications to the remainder detention basin. The project consisted of a general plan amendment,zone change,specific plan,Tentative Tract Map 20245 and a development plan review.
On June 9,2025,the City Council approved the above land use actions for the Villa Serena Project,due to legislative actions that were part of the project's entitlements which include the subject Tentative Tract Map 20245.
ISSUES AND ANALYSIS
The approval and recordation of the Final Tract Map will enable the future sale of the planned sixty-five(65) single- family detached residential units and active and passive recreational amenities within common open space areas.The Final Tract Map is in conformance with the conditions of approval. The Subdivision Agreement and a cash monumentation bond in the amount of$79,100 has been received by the City. The public improvements have been bonded for performance in the amount of$9,277,898.70,and labor&material in the amount of$4,638,949.35.
ENVIRONMENTAL DETERMINATION
An Environmental Impact Report(EIR)(State Clearinghouse No.2022020150)was previously prepared and certified by the City Council on June 9, 2025, for the Villa Serena Project in accordance with the California Environmental Quality Act(CEQA).The EIR evaluated the environmental impacts associated with the Villa Serena Project,including General Plan Amendment No. 23-0002,Zone Change No. 23-0002, Specific Plan No.23-0002,Tentative Tract Map No. 23-0001 (TT-20245), and Development Plan Review No. 23-0002, for the development of a planned residential community consisting of sixty-five(65)detached single-family homes. The action currently before the City Council is approval of the Final Tract Map associated with the previously approved tentative tract map. Approval of a final subdivision map is a ministerial action and is statutorily exempt from CEQA pursuant to Public Resources Code Section 21080(b)(1) and Section 15268(b)(3) of the CEQA Guidelines. Accordingly, no additional environmental review is required for approval of the Final Tract Map.
FISCAL IMPACTS
There is no fiscal impact associated with this action.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Statutorily Exempt from the California Environmental Quality Act(CEQA).
65 LOTS & LOTS "A" THROUGH "K" (11 LETTERED LOTS) SHEET 1 OF 4 SHEETS
9.16 ACRES GROSS TRACT 20245
5.38 ACRES NET •
IN THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
BEING A SUBDIVISION OF A PORTION OF THE REMAINDER PARCEL AS SHOWN ON TRACT MAP NO. 11631 , AS PER MAP RECORDED IN BOOK 158, PAGES 53 THROUGH 62, INCLUSIVE, OF MAPS, ALL WITHIN SECTION 5, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO MERIDIAN, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
MADOLE & ASSOCIATES, INC. AARON SKEERS, PLS 8604 FEBRUARY, 2021
OWNER'S STATEMENT: SURVEYOR'S STATEMENT: BOARD OF SUPERVISOR'S CERTIFICATE:
WE HEREBYHWNSTATE THAT WE ARE ALL AND THE ONLY PARTIES RS HAVING ANYRE RECORD TITLEF INTEREST FINALN IN THEP LAND SUBDIVIDEDAS THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION AND IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS I HEREBY CERTIFY THAT A BOND IN THE SUM OF $ HAS BEEN EXECUTED AND FILED WITH THE BOARD OF DEDICATE SHOWN ON THIS CITY MAP; AND WE CONSENT TO THE PREPARATION AND RECORDATION OF THIS MAP AND WE HEREBY OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF KB HOME GREATER LOS ANGELES, INC., A CALIFORNIA SUPERVISORS OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, CONDITIONED UPON THE PAYMENT OF ALL TAXES, TO THE OF UPLAND THE FOLLOWING:
CORPORATION, IN FEBRUARY, 2021. I HEREBY STATE THAT ALL THE MONUMENTS SHOWN HEREON ARE OF THE CHARACTER AND OCCUPY THE STATE, COUNTY MUNICIPAL, OR LOCAL, AND ALL SPECIAL ASSESSMENTS, COLLECTED AS TAXES, WHICH AT THE TIME OF FILING
1. LOT "A" FOR EMERGENCY VEHICLE ACCESS AND PUBLIC UTILITY PURPOSES. POSITIONS INDICATED, OR WILL BE SET IN SUCH POSITIONS WITHIN ONE YEAR OF RECORDATION, IN COMPLIANCE WITH SECTIONS 66495 AND OF THE ANNEXED MAP WITH THE COUNTY RECORDER, ARE A LIEN AGAINST SAID PROPERTY, BUT NOT YET PAYABLE, AND THAT
2. LOTS "B", "C", "D", "E", "F", "G", "I", "J' AND "K" FOR STORM DRAIN PURPOSES. 66496 OF THE SUBDIVISION MAP ACT; AND THAT SAID MONUMENTS ARE OR WILL BE SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED. THE SUBDIVIDER HAS FILED WITH ME A CERTIFICATE BY THE PROPER OFFICER, GIVING HIS ESTIMATE OF THE AMOUNT OF SAID
3. LOTS "C" AND "I" FOR PUBLIC UTILITY PURPOSES. I HEREBY STATE THAT THIS FINAL MAP SUBSTANTIALLY CONFORMS TO THE CONDITIONALLY APPROVED TENTATIVE MAP. TAXES AND SPECIAL ASSESSMENTS, AND SAID BOND IS HEREBY ACCEPTED.
ALD
DATED: BY: 41 o ��o s�S t, BOARD OF SUPERVISORS DATED: NELL, CLERK OF THE
OF THE
AARON SKEERS P.L.S. 8604 R COUNTY OF SAN BERNARDINO tn
KB HOME CAL MANAGEMENT SERVICE LLC, A DELAWARE LIMITED LIABILITY COMPANY * Exp: 12-31-25 BY:
BY: q? o. 8 g0 o4' ' DEPUTY R. SCOTT HANSEN OFCALI� CITY PLANNING COMMISSION CERTIFICATE:
V.P. FORWARD PLANNING AUDITOR'S CERTIFICATE: I HEREBY CERTIFY THAT THE SUBDIVISION SHOWN ON THE ANNEXED MAP IS IN ACCORDANCE WITH THE TENTATIVE MAP I HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE AS OF THIS DATE, THERE ARE NO LIENS AGAINST APPROVED AT A MEETING OF THE PLANNING COMMISSION OF THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF THE REAL PROPERTY SHOWN UPON THIS MAP FOR UNPAID STATE, COUNTY, MUNICIPAL, OR LOCAL TAXES, SPECIAL CALIFORNIA, HELD ON THE __ DAY OF , 20__.
NOTARY ACKNOWLEDGMENT: ASSESSMENTS COLLECTED AS TAXES, EXCEPT TAXES OR SPECIAL ASSESSMENTS NOT YET PAYABLE, ESTIMATED TO BE A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO DATED:
SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT. DATED: BY: ROBERT DALQUEST ENSEN MASON, AUDITOR-CONTROLLER/ SECRETARY OF PLANNING COMMISSION STATE OF TREASURER / TAX COLLECTOR CITY OF UPLAND, CALIFORNIA COUNTY OF COUNTY OF SAN BERNARDINO, CALIFORNIA ON BEFORE ME, PERSONALLY APPEARED BY: , DEPUTY CITY ENGINEER'S CERTIFICATE:
(DATE) (NAME AND TITLE OF THE OFFICER)
WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE I HEREBY CERTIFY THAT I HAVE EXAMINED THE ANNEXED MAP AND THAT THE SUBDIVISION SHOWN THEREON IS SUBSTANTIALLY
PERSON(S) WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO METHAT HE/SHE/THEYTHE SAME AS IT APPEARED ON THE TENTATIVE MAP AND ANY APPROVED ALTERATIONS THEREOF AND THAT ALL PROVISIONS OF EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACITY(IES), AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE CITY CLERK'S CERTIFICATE: THE SUBDIVISION MAP ACT AND CITY OF UPLAND MUNICIPAL CODE HAVE BEEN COMPLIED WITH.
ROF ESSIp
INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT. I HEREBY CERTIFY THAT THE CITY COUNCIL OF THE CITY OF UPLAND BY A MOTION DULY SECONDED AND PASSED, APPROVED Foe N D.FR F THE ATTACHED MAP ON THE DAY OF 20 _, AND ACCEPTED FOR PUBLIC USE THE DEDICATIONS �`� P F,I, I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH THEREIN OFFERED, SUBJECT TO THEIR IMPROVEMENT IN ACCORDANCE WITH CITY STANDARDS, AND FOUND THIS MAP TO BE DATED: BY: Q ny�z IS TRUE AND CORRECT. CONSISTENT WITH APPLICABLE GENERAL OR SPECIFIC PLANS OF THE CITY OF UPLAND. ALAS D. FRENCH CD rn 45702 rl
CITY ENGINEER
WITNESS MY HAND AND OFFICIAL SEAL. CITY OF UPLAND, CALIFORNIA DATED: R.C.E. 45702 `P297,,i v k O9,\Q SIGNATURE OF OFFICER F CALIF
KERI JOHNSON
MY PRINCIPAL PLACE OF BUSINESS IS IN COUNTY. CITY CLERK, CITY OF UPLAND, CALIFORNIA CITY CONTRACT SURVEYOR'S CERTIFICATE:
MY COMMISSION NUMBER: I HEREBY CERTIFY THAT I HAVE EXAMINED THE ANNEXED MAP AND THAT THE SUBDIVISION SHOWN THEREON IS SUBSTANTIALLY MY COMMISSION EXPIRES: / / SIGNATURE OMISSIONS: THE SAME AS IT APPEARED ON THE TENTATIVE MAP AND ANY APPROVED ALTERATIONS THEREOF AND THAT ALL PROVISIONS OF PURSUANT TO THE PROVISIONS OF SECTION 66436(c)(1) OF THE SUBDIVISION MAP ACT, THE FOLLOWING SIGNATURES HAVE BEEN OMITTED, AS THE SUBDIVISION MAP ACT AND CITY OF UPLAND MUNICIPAL CODE HAVE BEEN COMPLIED WITH, AND THAT I AM SATISFIED THAT THIS MAP IS TECHNICALLY CORRECT.
THEIR INTEREST(S) CANNOT RIPEN INTO A FEE TITLE:
SOILS REPORT: 1. CITY OF UPLAND, HOLDER OF AN EASEMENT FOR STORM WATER RUN-OFF, STORM WATER INFLOW AND FLOOD MANAGEMENT ACTIVITIES, PURSUANT TO THE PROVISIONS OF SECTION 66434 OF THE SUBDIVISION MAP ACT, A GEOLOGICAL REPORT BY GEOTEK, INC., INGRESS, EGRESS AND ACCESS, RECORDED SEPTEMBER 15, 2017 IN AS INSTRUMENT No. 2017-0382367, OFFICIAL RECORDS. c,`��ONAg. �p DATED SEPTEMBER 03, 2020, HAS BEEN PREPARED FOR THIS SUBDIVISION AND IS ON FILE WITH THE PUBLIC WORKS DATED: BY: F�'J�� G DEPARTMENT OF THE CITY OF UPLAND. DAVID B. RAGLAND QctaQ- 90 CITY CONTRACT SURVEYOR No. 5173
L.S. NO. 5173
*
T9TFOFCAVA
SAN BERNARDINO COUNTY RECORDER'S CERTIFICATE :
THIS MAP HAS BEEN FILED UNDER DOCUMENT NO. ,
FILED THIS DAY OF , 20 , AT .M.
IN BOOK OF , AT PAGE(S) ,
AT THE REQUEST OF
FEE IN THE AMOUNT OF $
JOSIE GONZALES
ASSESSOR—RECORDER—COUNTY CLERK
COUNTY OF SAN BERNARDINO
BY:
DEPUTY RECORDER
65 LOTS & LOTS "A" THROUGH "K" (11 LETTERED LOTS) SHEET 2 OF 4 SHEETS
9.16 ACRES GROSS
5.38 ACRES NET TRACT NO . 20245 IN THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
BEING A SUBDIVISION OF A PORTION OF THE REMAINDER PARCEL AS SHOWN ON TRACT MAP NO. 11631 , AS PER MAP RECORDED IN BOOK 158, PAGES 53 THROUGH 62, INCLUSIVE, OF MAPS, ALL WITHIN SECTION 5, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO MERIDIAN, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
MADOLE & ASSOCIATES, INC. AARON SKEERS, PLS 8604 FEBRUARY, 2021
BOUNDARY SHEET
Lo
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U
`�BASIS OF BEARINGS SURVEYOR'S NOTES LEGEND THE BEARING OF N89°58'31"E ALONG THE CENTERLINE OF 15TH STREET, AS 0 SET 1" I.P. TAGGED "P.L.S. 8604". A LEAD Sc TACK WITH TAG STAMPED "P.L.S. INDICATES TRACT BOUNDARY LINE. ITI SHOWN ON TRACT MAP NO. 11631, M.B. 158/53-62, WAS USED AS THE 8604" TO BE SET IN TOP OF CURB ON THE PROLONGATION OF SIDE LOT LINE IN INDICATES LOT LINE.
BASIS OF BEARINGS FOR THIS MAP. LIEU OF FRONT CORNERS. • INDICATES FOUND MONUMENT AS NOTED. INDICATES EASEMENT. p 150' 300' INDICATES CENTERLINE.
(R1) INDICATES RECORD DATA AS SHOWN ON TRACT MAP 11631, M.B. 158/53-62. SCALE IN FEET (R2) INDICATES RECORD DATA AS SHOWN ON TRACT MAP 16469, M.B. 302/57-60. LOT 29 TRACT No. 11631
(R3) INDICATES RECORD DATA AS SHOWN ON PARCEL MAP 3125, P.M.B. 32/93. M.B. 158/53-62 N89°45'00"W 25466..18' (2546.25' R1) --4111 8 \'D 10 525.51' 2020.67'
LOT 29 L`°1• N-
TRACT No. 11631 �l,F S'' N
M.B. 158/53-62 tit` ��\`D
�� POR. REMAINDER PARCEL
12 N89°57'44"E 879.81' (880.00' R1) o TRACT No. 11631 M.B. 158/53-62 III
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0 CD TRACT 20245 6 420.00' zlk O 403.18' N- o AN EASEMENT TO THE CITY OF UPLAND FOR TRACT No. 16469 Ln o9 N " - N89°49'43"W 823.18' (823.18' R1) -; 7 DRAINAGE PURPOSES PER INSTRUMENT No. '
M.B. 302/57-60 0 _ o TRACT No. 9729 PARCEL MAP 3125 w o N o 2017-0382366 O.R. RECORDED 9/15/2017. co z00
- co o- M.B. 137/77 P.M.B. 32/93 Off,Q Q N N89°58'33"E 1198.79' (1198.75' R1) Z O I
Sit / N89°58 33 E 1425.32 (1425.36 R1)(1425.17 R2) M M N89°58 33 E 1198.86' (1198.79' R1) _ 3 4 _ M 9 N89°58 31 E 1193.50' (1193.52' R1) 1❑ 2 157.32' - M 1058.60' (1058.61' R2) 15TH STREET 901.28' M M ,_ (BASIS OF BEARINGS) 726.28' (726.24' R3) �, , �140.26 \ 31.22 r,
a '
0 TRACT No. O 30' 30' 30' TRACT No. TRACT No. 33' 33' TRACT No. TRACT No. 0 33 9670 M.B. 0 TRACT No. 9670 9670 M.B. 9199 M.B. 9199 M.B. 5926 M.B. E2 TRACT No. 5926 138/57-61 ZZ I 1- 1 M.B. 138/57-61 I Q 138/57-61 129/21-22 I Q 129/21-22 74/6-8 WI M.B. 74/6-8 Q
LIJW Q _1Z a
Li- Q O
M
MONUMENT LEGEND MONUMENT LEGEND (CONT.)
�1 FD R/R SPK; DOWN 0.2', PER TRACT MAP No. 11631, M.B. 158/53-62; 7 FD NAIL & TAG (RCE 9070); FLUSH, NO REF., ACCEPTED AS NORTHWEST ACCEPTED AS CENTERLINE INTERSECTION. PROPERTY CORNER OF PARCEL 4 PER PARCEL MAP 3125 P.M.B. 32/93. 2 FD 1" IP & TAG (LS 4430); FLUSH, PER TRACT MAP No. 16469, ® FD NAIL & TAG (LS 3002); FLUSH, PER TRACT MAP No. 11631, M.B. 158/53-62; M.B. 302/57-60; ACCEPTED AS CENTERLINE INTERSECTION & PL PROD. ACCEPTED AS NORTHEAST PROPERTY CORNER OF REMAINDER PARCEL. ❑3 FD 1" IP (NO TAG); FLUSH, PER TRACT No. 16469, M.B. 302/57-60; ACCEPTED �9 FD C—NAIL; FLUSH, NO REF., ACCEPTED AS CENTERLINE INTERSECTION.
AS CENTERLINE INTERSECTION.
® FD 1" IP & TAG (RCE 14814); FLUSH, PER TRACT No. 11631, M.B. 158/53-62; 10 FD 1" I.P. & PLUG (LS 3002); FLUSH, PER TRACT MAP No. 11631, M.B.
ACCEPTED AS CENTERLINE INTERSECTION & PL PROD. 158/53-62; ACCEPTED AS PROPERTY LINE ANGLE POINT. ❑5 FD 4 PUNCHED MANHOLE RIM, PER TRACT NO. 11631, M.B. 158/53-62; FD NAIL & TAG (LS 3002); FLUSH, PER TRACT MAP No. 11631, M.B. 158/53-62; ACCEPTED AS CENTERLINE INTERSECTION. 11 ACCEPTED AS PROPERTY LINE ANGLE POINT. © FD 1" IP & BRASS CAP (S.B.C.F.C.D.); FLUSH, PER TRACT MAP No. 11631, FD 1" I.P. & PLUG (LS 3002); FLUSH, PER TRACT MAP No. 11631, M.B.
M.B. 158/53-62; ACCEPTED AS PROPERTY CORNER. 12 158/53-62; ACCEPTED AS NORTHWEST PROPERTY CORNER.
65 LOTS & LOTS "A" THROUGH "K" (11 LETTERED LOTS) SHEET 3 OF 4 SHEETS
9.16 ACRES GROSS 20245
5.38 ACRES NET •
IN THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
BEING A SUBDIVISION OF THE A PORTION OF THE REMAINDER PARCEL AS SHOWN ON TRACT MAP NO. 11631, AS PER MAP RECORDED IN BOOK 158, PAGES 53 THROUGH 62, INCLUSIVE, OF MAPS, ALL WITHIN SECTION 5, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO MERIDIAN, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ID MADOLE & ASSOCIATES, INC. AARON SKEERS, PLS 8604 11 FEBRUARY, 2021
Q
U
r
0 40' 80' 1Tt
0 LOT 29
SCALE IN FEET
\ TRACT No. 11631
\ M.B. 158/53-62
\ n n
v O Qv LOTK v�, ;ri N89°57'44"E 879.81' (0.19 AC) k
\\ i � \
40.00' 47.00' 47.00' 47.00' 26.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' f 47.00' 14.81 \ - © o 0-CD 0 0 0 0 0 °° oo 0 0 0 0 0 0 0 -' \- CD o O O O o O N89°57 44 E O 881.50' O o 0 0 0 0 o O o Lri Lri tri ' ^ Lri Lri Lri Lri Uri Sri Lriu-i Lri Sri Lri Lri Lri Sri o LOT "6" w 1 2 S i_ 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 co (0.09 AC) (3,536 SF) (3,525 SF) (3,525 SF) O o ,2 (3,525 SF) (3,525 SF) ,2 (3,525 SF) ,2 (3,525 SF) ,2 (3,525 SF) ,2 (3,525 SF) ,2 (3,525 SF) ,2 (3,525 SF) (3,525 SF) ,2 (3,525 SF) ,2 (3,525 SF) (3,525 SF) (3,525 SF) (3,525 SF) , cop CV CV N CV N CV CV N N CV CV N N CV CV CV in P P P P P O O P P O 9 O P P O O P O CV O O O O O O O O O O O O O O O O O O P O O O O O O O O O O O O O O O O O O 0 ai Z z z z B C z z z z z z z z z z z z z z O o z
o N20°0212 W ' - - - - - L co (R) j„06 31.10- - 47.00 -47.00',- - - -26.00'- - -47.00' - - - - 47.00'- - - - -47.00` 47.00 - - - - 47.00'- - - - -47.00'- - - - -47.00` - - - -47.00` - - - - 47.00'- - - - -47.00' - - - -47.00' - - - -47.00` - - - - 47.00'- - - - -47.00' ti o h/o COYOTE RUN DRIVE N89°57'44"E 891.55913.55' LOT "A) �, (2.03 AC)
m N / G/ "' N N89°57'44"E 1045.01' N' 00 o Li N89°57'441 - -1048.02' w - - '� - - , N- ,r, Q a CG hC2 36.02' 47.00 47.00 47.00' 25.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00 47.00 - 47.00' 47.00 47.00 -47.00'- - 47.00' CO o 1_ M i 0, ``N33°21'10"W o 0 0 o a -(2) ~ CO ZLc) O iN Q I _ (R) 0 0 0 0 0 0 0 0 o w o -co J !� o\ 3 c'\v o o ao 00 0o ao m ao ao ao ao '- I ao c) _ 1 °° CO N w 65 64 63 62 _ 61 60 . 59 58 . 57 . 56 55 54 . 53 52 51 50 0) 49 48 Q 17' I N. 34' ^ o ' Co (o co co - - '� ,;' (3,563 SF) (3,572 SF) (3,572 SF) (3,572 SF) B C `r' o 0 0 0 0 N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N (3,807 SF) N -30' �18 H o Z Z Z z O I 8 • 0 0 0 0 0 0 0 0 0 0 0 0 0 NQ z B C z z z z z z z z z z z z z z J
M I ,00 oL4 47.07' 47.00' 47.00' 47.00' 25.00' I OZ Z N89°57'44"E 222.07' L5 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' 47.00 47.00' 47.00' 47.00' 47.00' 47.00' 47.00' l "H"LOTN89°57 44 E 866.00' ---
30.00' 18.00' oN B .2 >I El (0.42 AC) 1084.08' --- N89°58'33"E 1198.79' ---
I
in M I -en in M M 15TH STREET M W
- N89°58'33"E 1198.86' --- U) -% 157.32' - - -€- - - - - - - - - - 901.28' - - - - - - M M M
M M M
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LINE TABLE CURVE TABLE EASEMENT TABLE LINE BEARING LENGTH CURVE DELTA RADIUS LENGTH TANGENT LTR. DESCRIPTION 30' 30' L1 N89°59'08"W 17.00' C1 89°56'53" 41.00' 64.37' 40.96'
DENOTES AN EASEMENT TO THE CITY OF UPLAND FOR EMERGENCY L4 N89°57'44"E 9.00' C4 89°56'53" 35.00' 54.95' 34.96' A i VEHICLE ACCESS, VARIABLE WIDTH, AS SHOWN HEREON. 0 L5 NOO°02'16"W 5.00' C5 69°56'56" 35.00' 42.73' 24.48' DENOTES AN EASEMENT TO THE CITY OF UPLAND FOR STORM DRAIN, Z1.....1 C6 19°59'56" 35.00' 12.22' 6.17' B INGRESS, EGRESS, INSPECTION, MAINTENANCE & REPAIR PURPOSES.
C24 89°56'53" 20.00' 31.40' 19.98' ' DENOTES AN EASEMENT TO THE CITY OF UPLAND FOR PUBLIC UTILITY Z W
Z > C25 56°37'59" 20.00' 19.77' 10.78' C PURPOSES, VARIABLE WIDTH, AS SHOWN HEREON.
W Q C26 33°18'54" 20.00' 11.63' 5.98' V'
65 LOTS & LOTS "A" THROUGH "K" (11 LETTERED LOTS) SHEET 4 OF 4 SHEETS
9.16 ACRES GROSS 20245
5.38 ACRES NET •
IN THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
BEING A SUBDIVISION OF THE A PORTION OF THE REMAINDER PARCEL AS SHOWN ON TRACT MAP NO. 11631, AS PER MAP RECORDED IN BOOK 158, PAGES 53 THROUGH 62, INCLUSIVE, OF MAPS, ALL WITHIN SECTION 5, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO MERIDIAN, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
MADOLE & ASSOCIATES, INC. AARON SKEERS, PLS 8604 LOT 29 t
FEBRUARY, 2021 TRACT No. 11631
M.B. 158/53-62
N89°45'00"W 525.51' LOT "K"
-(0.19 AC) 11
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LOT K
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SUBDIVISION AGREEMENT
Tract Map Number 20245
THIS AGREEMENT is entered into as of this 12 day of October 2026 by and between KB Homes Cal Management Services LLC, 36310 Inland Valley Drive Ste. 300, Wildomar, CA 92595 (hereinafter referred to as "Subdivider") and the CITY OF UPLAND, a municipal corporation (hereinafter referred to as the "City").
A. Recitals
(i) The City approved a Tentative Tract Map pursuant to the California Subdivision Map Act as set forth in California Government Code Section 66410 et. seq. ("Map Act") identified as Tentative Tract Number 20245 in the City of Upland, State of California; and
(ii) Subdivider seeks approval of a Final Tract under the Map Act identified as Final Tract Map Number 20245
B. Agreement
It is agreed by and between the parties hereto as follows:
1. In consideration of the City's approval of and filing Tentative Subdivision Map Number 20245 and Final Tract Number 20245 , Subdivider undertakes and agrees that it will, at Subdivider's sole cost and expense, design, construct and install all the improvements in accordance with the plans, specifications on file with the City, incorporated herein and made a part hereof, and including all conditions of approval required by the Planning Commission and City Council of the City of Upland.
2. Subdivider also undertakes and agrees upon the same consideration to design, construct and install all improvements in accordance with the ordinances and regulations of the City, and to do all other and further acts required of it pursuant to this Agreement.
3. Subdivider agrees in connection therewith to pay or cause to be paid all amounts becoming due to contractors, subcontractors, and persons renting equipment or furnishing labor or materials to the foregoing Final Parcel with respect to such improvements.
4. Subdivider agrees that all such improvements shall be constructed and completed in accordance with the city standards required by the City Engineer.
In case of dispute, the good faith judgment of the City Engineer shall be final and binding upon the parties.
5. Subdivider undertakes and agrees that all the work of improvement shall be completed within three hundred sixty-five (365) days from the date of execution of this Agreement.
6. Should Subdivider fail to comply with any of the terms or provisions of this Agreement, Subdivider shall be liable to the City for the reasonable value of any work or improvements not completed or improperly done or performed. In the event of any such failure, the City shall give to Subdivider written notice thereof.
Unless the work or improvements covered by said notice, including defective work and improvements, are commenced by Subdivider within fifteen (15) days of the date of said notice and diligently prosecuted to completion, the City may at its option:
Revised: August 17, zo-rage 308 of 382
a) Collect from Subdivider the reasonable value of the work and improvements not done and performed by Subdivider, to be measured by the anticipated costs and expenses of completing the same; or b) The City may complete said work and improvements not so completed by Subdivider and collect its costs and expenses by completing the same; or
c) The City may, as to some of such work and improvements, proceed under remedy (a) above, and as to the remainder, under remedy (b) above.
The City may change any election prior to trial of any lawsuit, and prior thereto no election of remedies shall be binding upon the City. In either event, there shall be included in said "costs and expenses," the reasonable overhead expenses of the City. In addition to the foregoing, Subdivider shall be liable to the City for reasonable attorneys' fees and court costs incurred by the City in enforcing the obligations of Subdivider under this Agreement.
7. All slope banks over three (3) feet in vertical height within said Tract Map shall be landscaped with landscaping approved by the City Engineer. Sprinklers shall be installed on all slopes over three (3) feet in vertical height along arterial streets and shall be of a type and according to a sprinkler plan approved by the City Engineer, with sprinkler turn-ons at the tops of the slopes, and connected with the remainder of the water systems of the lots of which such slopes are a part.
8. Subdivider shall, at its sole cost and expense, secure and furnish to the City, bonds in a form approved by the City, executed by a corporation authorized to transact surety business within the State of California, for the following amounts and purposes:
(a) A bond in the amount of $9,277,898.70 guaranteeing full performance of all the terms of this Agreement, see Performance Bond No. 9470626 and .
(b) A bond in the amount of $4,638,949.35 securing payment to the contractor, his subcontractor and to people renting equipment or furnishing labor or materials to them with respect to said public improvements, see Labor and Materials Bond No. .
(c) A cash deposit in the amount of $ securing the setting of monuments.
9. Acceptance of any work or improvement by the City shall not constitute an acknowledgment by the City that the same are properly done or performed, except as to any items or matters readily apparent from an inspection thereof. Except as to such matters so readily apparent, Subdivider shall repair any defects which occur in the work of improvements within a one (1) year period thereof following acceptance by the City.
10. As a condition precedent to the acceptance of the improvements hereunder as being complete and prior to the release of any bonds required under paragraph 8, hereof, securing the faithful performance of Subdivider's obligations hereunder, Subdivider shall give a bond with a corporate bonding company or similar instrument, satisfactory to the City in the amount of $2,319,474.68 as guarantee and warranty of the work for a one (1) year period following the completion and acceptance thereof against any defective work or labor done, or defective materials furnished.
11. Except as to the sole and exclusive negligence of City, its elected officials, officers agents and employees, Subdivider hereby agrees to indemnify, defend and
Revised: August 17, zo-rage 309 of 382
hold harmless, the City, its elected officials, officers, agents and employees from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, all civil claims, workers' compensation claims, costs, expenses or damages to property or injuries to or death of any person or persons, including attorney's fees and all other claims, whether groundless or not, arising out of or related to the acts, errors or omissions of Subdivider, its officers, agents, employees, consultants, subcontractors or other persons, companies or other entities using roadways/streets of the subdivision, performing labor, transporting and/or supplying material, designing, constructing or installing the improvements contemplated in this Subdivision Agreement. Where the Subdivider divides the project in phases and or allows construction vehicles or construction traffic use the same roadways/streets used by residents of the subdivision causing accidents, the Subdivider shall indemnify the City, its officers, its employees and its agents from any and all liability, claims, damages, or injuries to any person or property arising from the Subdivider's actions or actions of his employees, agents, and contractors.
12. The parties agree that the improvements to be undertaken and completed by the Subdivider, and estimated costs thereof, are those set forth in Exhibit A.
13. All notices to Subdivider may be sent to KB Home Cal Management Services LLC, 36310 Inland Valley Drive Ste 300, Wildomar, Ca 92595 or at such other address of which the City shall receive notice in writing specifically calling attention to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
CITY OF UPLAND, a municipal Corporation
KB Home Cal Management Services
LLC CITY OF UPLAND,
a municipal Corporation
BY
BY
Michael Blay, City Manager
BY
ATTEST
Keri Johnson, City Clerk
Approved as to Form
BY
Best Best and Krieger
City Attorney
Revised: August 17, zo-rage 310 of 382
0 � oco
o� �A CITY OF UPLAND LU .v,
4� -•._ SIP PUBLIC WORKS DEPARTMENT > • o
v .; - - 'd ENGINEERING DIVISION 0 o o a c„� ' t," COST ESTIMATE SUMMARY SHEET Cl. r7 o ZrFoa� Public Improvements a ro c
BOND AMOUNT CALCULATION QJ }c-2
Developer: KB HOME e_., .e} E.
Project: Villa Serena Tract 20245 pyl
Location: 15th Street, Upland, CA 91784 .: I''.1' � 14 O
Item Description Estimated Cu...
1 . Street Improvements $ -
2 . Sewer Improvements $ 363,945.00
3 . Water Improvements $ 49,200.00
4 . Drainage Improvements $ 6,651,630.00
5 . Traffic Improvements $ 3,936.00
6 . Miscellaneous $ -
Sub-total $ 7,068,711.00
20%Contingency $ 1,413,742.20
Total Bond Amount $ 8,482,453.20
Faithful Performance (100%) $ 8,482,000.00
—Labor and Materials (50%) $ 4,241,000.00
Final Monuments $ 25,400.00
(Cash Deposit required for monuments)
.3 . .", AC
Estimated By: Aaron T Skeers I'* �xp' —a7 * RCE#: 62183 , CIVSL -e
Date: 9/25/26 ��oFTE..W
Place RCE stamp and signature
Bond amounts will be calculated by the developer's engineer and checked by the Public Works Department.
Inspection fee deposits shall be paid prior to issuance of permit. 1
Estimate of Cost for
Public Sewer Improvements
Developer: KB HOME
Project: Villa Serena -Tract 20245
Location: 15th Street, Upland, CA 91784
Sewer Items Quantity Unit Price Amount
Sewer Manholes (48-inch Diameter) 6 EA $ 16,000.00 $ 96,000.00 Sewer Drop manholes (48-inch Diameter) EA $ 20,000.00 $ - Sewer Cleanouts EA $ 5,500.00 $ - 6-inch VCP Sewer Laterals LF $ 265.00 $ - 8-inch VCP Sewer Mainline 602 LF $ 345.00 $ 207,690.00 10-inch VCP Sewer LF $ 350.00 $ - 12-inch VCP Sewer LF $ 365.00 $ - Concrete Encasement 8-inch 11 LF $ 80.00 $ 880.00 Concrete Encasement 10-inch LF $ 82.00 $ - Concrete Encasement 12-inch LF $ 85.00 $ - 8-inch CIP Mainline LF $ 195.00 $ - Adjust Cleanout to Grade EA $ 1,000.00 $ - Adjust Manhole to Grade EA $ 1,550.00 $ - Remove Manhole 4 EA $ 3,500.00 $ 14,000.00 Connect to Existing Manhole and Rechannel EA $ 4,000.00 $ - Backflow Device EA $ 2,500.00 $ - 8-inch x 4-inch Sewer Wye EA $ 600.00 $ - Grease Interceptor (750 gal. min.) EA $ 9,000.00 $ - Remove Existing VCP Sewer Main 337 LF $ 125.00 $ 42,125.00 8-inch x 6-inch Sewer Wye 5 EA $ 650.00 $ 3,250.00 Total for Sewer Improvements $ 363,945.00
By: LH
Sewer Drawing Number(s): SS-3719
1 Page 312 of 382
Estimate of Cost for
Public Water Improvements
Developer: KB HOME
Project: Villa Serena -Tract 20245
Location: 15th Street, Upland, CA 91784
Water Items Quantity Unit Price Amount
6-inch Water Main (CML&C) 123 LF $ 200.00 $ 24,600.00 6-inch Resilent Wedge Gate Valve 2 EA $ 3,800.00 $ 7,600.00 8-inch Water Main (CML&C) LF $ 225.00 $ - 8-inch Resilent Wedge Gate Valve EA $ 4,500.00 $ - 6-inch Fire Hydrant Assembly EA $ 18,000.00 $ - 12-inch Resilent Wedge Gate Valve EA $ 9,000.00 $ - Upgrade 4-inch Fire Hydrant Assembly to 6-inch EA $ 18,000.00 $ - Relocate 6-inch Fire Hydrant Assembly EA $ 18,000.00 $ - 2-inch Water Service EA $ 6,500.00 $ - 1 1/2-inch Water Service EA $ 3,800.00 $ - 1-inch Water Service EA $ 3,000.00 $ - 2-inch Air Vacuum Release Valve EA $ 8,000.00 $ - Blind Flange EA $ 3,000.00 $ -
Relocate Existing Water meter EA $ 2,000.00 $ - 6-inch Fire Service LF $ 200.00 $ - Backflow Device 2 EA $ 3,500.00 $ 7,000.00 8-inch Fire Service with Vault and Valve EA $ 20,000.00 $ - 6-inch Fire Service with Vault and Valve EA $ 18,500.00 $ - 4-inch Fire Service with Vault and Valve EA $ 16,000.00 $ - 4-inch Modified Blow-Off Assembly EA $ 8,000.00 $ - Blow Off Assembly EA $ 6,500.00 $ - Recycled Water Line, Irrigation LF $ -
12-Inch Water Main (CML&C) LF $ 265.00 $ - 12-Inch Water Main POC EA $ 4,000.00 $ - Water Meter 2 EA $ 5,000.00 $ 10,000.00 Total for Water Improvements $ 49,200.00
By: LH
Water Drawing Number(s): W-21-08
1 Page 313 of 382
Estimate of Cost for
Public Drainage Improvements
Developer: KB HOME
Project: Villa Serena-Tract 20245
Location: 15th Street, Upland, CA 91784
Storm Drain Items Quantity Unit Price Amount 18-inch RCP 140 LF $ 215.00 $ 30,100.00 24-inch RCP LF $ 235.00 $ - 30-inch RCP 18 LF $ 260.00 $ 4,680.00 36-inch RCP 138 LF $ 285.00 $ 39,330.00 42-inch RCP LF $ 395.00 $ - 48-inch RCP 24 LF $ 450.00 $ 10,800.00 54-inch RCP LF $ 530.00 $ - 60-inch RCP 277 LF $ 860.00 $ 238,220.00 72-inch RCP LF $ 950.00 $ - 8-inch HDPE LF $ 45.00 $ -
12-inch HDPE LF $ 65.00 $ -
Standard Manhole 15 EA $ 20,000.00 $ 300,000.00 Junction Structure (with manhole) EA $ 25,000.00 $ - Junction Structure (without manhole) 7 LF $ 18,000.00 $ 126,000.00 4'Wide Catch Basin and Local Depression 4 EA $ 10,000.00 $ 40,000.00 7' Wide Catch Basin and Local Depression EA $ 13,500.00 $ - 10' Wide Catch Basin and Local Depression EA $ 16,000.00 $ - 14' Wide Catch Basin and Local Depression EA $ 21,000.00 $ - 21' Wide Catch Basin and Local Depression EA $ 30,000.00 $ - Concrete Collar 1 EA $ 2,700.00 $ 2,700.00 Clean Out EA $ 3,000.00 $ -
Curb Inlet/Outlet 3 EA $ 3,500.00 $ 10,500.00 Bio-Swale LF $ 20.00 $ - 12"x12" Box Inlet EA $ 1,500.00 $ - 18"x18" or 24"x24" Box Inlet EA $ 2,500.00 $ - 84-inch RCP 1734 LF $ 950.00 $ 1,647,300.00 10'W x 9.5'H R.C.B. 558 LF $ 1,500.00 $ 837,000.00 14'W x 6'H R.C.B 1250 LF $ 2,200.00 $ 2,750,000.00 12'W x 8'H R.C.B. 227 LF $ 2,000.00 $ 454,000.00
8.5'W x 6'H R.C.B. 99 LF $ 1,500.00 $ 148,500.00 Transition Structure 5 EA $ 2,500.00 $ 12,500.00 Total for Water Improvements $ 6,651,630.00
By: LH
Water Drawing Number(s): SD-21-08
Estimate of Cost for
Traffic Improvements
Developer: KB HOME
Project: Villa Serena-Tract 20245
Location: 15th Street, Upland,CA 91784
Traffic Improvements Quantity Unit Price Amount 4" Painted Broken Stripes 1968 LF $ 2.00 $ 3,936.00 4" Painted Double Solid Stripes LF $ 8.00 $ - 6" Painted Bike Lane Stripes LF $ 3.00 $ - Painted One-Way, No Passing LF $ 2.00 $ - Painted Two-Way, Left Turn Lane LF $ 3.00 $ - Painted Pavement Markings SF $ 3.00 $ - 8"Thermoplastic Channelizing Line LF $ 4.50 $ - 12"Thermoplastic Crosswalk& Limit Line LF $ 10.00 $ - Thermoplastic Pavement Markings SF $ 13.00 $ - Street Name Sign & Post EA $ 600.00 $ - Stop Sign& Post EA $ 600.00 $ -
Road Sign on existing pole/post(One Post) EA $ 300.00 $ - Road Sign on existing pole/post(Two Post) EA $ 400.00 $ - Street Sign (Mast Arm Hanger Method) EA $ 800.00 $ - Remove Painted Stripes&Pavement Markings SF $ 3.00 $ - Remove Thermoplastic Stripes& Pavement Markings SF $ 5.00 $ - Traffic Signal &Lighting-New Installation LS $ 475,000.00 $ - Traffic Signal &Lighting-Modification LS $ 200,000.00 $ - Type E-6' Round Signal Loops EA $ 600.00 $ - Type D-6'Square Loops with bike detection zone EA $ 800.00 $ - Install Pull Box(#5) EA $ 1,500.00 $ - Install Pull Box(#6) EA $ 1,700.00 $ - Install Pull Box(#6E) EA $ 1,800.00 $ - 2" Conduit LF $ 48.00 $ -
3" Conduit LF $ 50.00 $ -
3" PVC Conduit(for Fiber Optic Cable only) LF $ 50.00 $ - 24 Single Mode Fiber Optic Cable LF $ 18.00 $ - 12 Pair Interconnect Cable LF $ 20.00 $ - Bike Loops EA $ 600.00 $ -
Video Detection Camera &Processor EA $ 8,000.00 $ - Traffic Signal Cabinet(Caltrans 332) EA $ 30,000.00 $ - Total for Traffic Improvements $ 3,936.00
By:
Drawing Number(s):
1 Page 315 of 382
;A,9\C `s'Cr:r- ' PUBLIC WORKS
of EIP). LAND DEVELOPMENT&
a r TRANSPORTATION DIVISION
0 i _
Estimate of Co: 77.
Public Street Imprq APPROVED
fL 'PDeveloper: KB HOME ,fo �Project: Villa Serena-Tract 20245 Location: 15th Street,Upland,CA 91784 -A Li-1 749 Street Items Quant R VE Y DA E
Roadway Excavation
1.Projects with Grading Plan area X 0.50' CY $ 25.00 $ -
2.Projects without Grading Plan road area and $ - (a)Excavate&Fill CY(c or f) $ 8.00 $ - i
(b)Excavate&Export CY(c-f) $ 3.00 $ - PCC Curb and Gutter 6" 885 LF $ 85.00 $ 75,225.00 PCC Curb and Gutter 8" 1156 ' LF $ 90.00 $ 104,040.00 Rock Curb and Gutter(6-sack mix for curb) LF $ 200.00 $ - PCC Sidewalk 11433 SF $ 12.50 $ 142,912.50 PCC Cross Gutter/Spandrel 545 SF $ 26.00 $ 14,170.00 PCC Curb Only 6" 885 LF $ 53.00 $ 46,905.00 PCC Curb Only 8" LF $ 55.00 $ -
Rolled Curb LF $ 70.00 $ -
PCC Pavement SF $ 16.00 $ -
Ribbon/Alley Gutter LF $ 16.00 $ -
Wheelchair Ramp(ADA Compliant) 2 EA $ 8,000.00 $ 16,000.00 Drive or Alley Approach 445 SF $ 21.00 $ 9,345.00 Asphalt Concrete(144 Ibs/ft3) _ 1095.6 TON $ 102.00 $ 111,751.20 AC Patch-Trench(Match Existing) SF $ 11.00 $ - Grind&AC Overlay @ 0.50 inch 3755 SF $ 4.00 $ 15,020.00 Aggregate Base CL II 564 CY $ 85.00 $ 47,940.00 AC Berm LF $ 20.00 $ -
Street Lights Underground+Trench :standard Marberte) 13 EA $ 12,000.00 $ 156,000,00 Street Lights Underground+Trench (Decorative) EA $ 14,000.00 $ - Install Barricades LF $ 110.00 $ - Remove Barricades LF $ 10.00 $ -
Remove AC Pavement SF $ 3.00 $ -
_
Remove PCC Curb LF $ 20.00 $ -
Adjust Sewer Manhole to grade 10 EA $ 1,500.00 $ 15,000.00 Adjust Water Valve to grade 2 EA $ 1,000.00 $ 2,000.00 Sawcut 18245 LF $ 2.00 $ 36,490.00
Decorative Concrete SF $ 35.00 $ -
Underwalk Drain EA $ 5,800.00 $ - Parkway Trees EA $ 350.00 $ - _
Parkway Landscape and Irrigation SF $ 4.50 $ - install Chain Link Fence LF $ 50.00 $ -
Irrigation Backflow Prevention Assembly lw/enclosure) $ Relocate Power Pole EA $ 30,000.00 $
-
PCC Curb and Gutter 0" 36 LF $ _ 50.00 $ 1,800.00 _
PCC Curb and Gutter 4" 20 LF $ 65.00 $ 1,300.00 Total for Street Improvements $ 795,898.70
By:LH
Street Drawing Number(s): 51-21-08
4 OF rip,.
~� CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
qt.��,t4.
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.
Digitally signetl by Jonathon Slemsen
ON.C=1/5.
Jonathon Siemsen [email protected],O=K8
10/2/2 0 2 6 Home,Dale:2026. Siemsen
261010.0206 099623-OT00'
Date Signature of authorized individual
KB Home / Jonathon Siemsen
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 Req 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 Req Contract an agency employee.A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.
::, Up`q� CITYUPLAND
. ` "The City of Gracious Living"
DATE: October 12,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR
ALAN FRENCH,PRINCIPAL ENGINEER
HARRY PARR,ASSOCIATE ENGINEER
SUBJECT: CONSIDER APPROVAL OF CASP FUNDING FOR CONSTRUCTION OF THE DOWNTOWN
GAZEBO ADA AND SAFETY IMPROVEMENTS PROJECT, AND APPROPRIATION OF
FUNDING
RECOMMENDED ACTION:
It is recommended that the City Council approve the transfer of$200,000 from the General Fund Certified Access Specialist fund balance to the General Fund Capital Project Fund 425; and appropriate $200,000 to Account No. 4257500-5540-82365 for construction of the Downtown Gazebo ADA and Safety Improvements project located at the intersection of Second Avenue and 9th Street in Downtown.
GOAL STATEMENT
The proposed action supports the goals of the Historic Downtown Upland Specific Plan by providing accessible public space and improving the safety and pedestrian-friendly environment for residents and visitors to shop, gather, and enjoy the Downtown and services.
BACKGROUND
In 2012,Senate Bill 1186 was adopted requiring agencies to collect a Certified Access Specialist(CASp)fee.The fee is intended to be spent on improving disability access and compliance with construction-related accessibility laws.
The CASp fee is set at$4.00 per business license and generates approximately$20,000 annually.
ISSUES AND ANALYSIS
In an effort to improve ADA access in the downtown,the project will update all eight(8)ramps at the main intersection at Second Avenue and 9th Street. These improvements will allow full access across the gazebo area at all times for events, as well as for the general direction of travel. In the past couple years,the intersection has had several traffic related incidents. To protect the ADA access, the project includes 12 crash-rated bollards surrounding the gazebo roundabout to protect pededstians and the gazebo facilities located within this intersection. These corrective improvements are necessary to bring this intersection into compliance with applicable construction-related accessibility requirements as defined under Government Code section 4467.
The project cost estimate,as well as other related costs including contingency,administration,inspection and material testing is depicted below:
Estimated Costs:
Project Construction: $132,713
15%Contingency: $19,915
Project Administration: $7,000
Material Testing: $6,000
Construction Management and Inspection: $15,000 Subtotal: $180,628
5%Prevailing Wage Factor: $9,000
Total Estimated Construction Costs: $189,628
Preparation of construction plans and specifications(6%of project Costs): $10,372(Rounded) Grand Total: $200,000(Rounded)
To fund the project,staff proposes to utilize$200,000 of the CASp Funding from the CASp fees collected to fund the"Downtown Gazebo ADA and Safety Improvements Project. This leaves a remaining balance of$7,737.66 in the account as of June 30,2026.
Staff are recommending that City Council allocate the funds collected for the Downtown Gazebo ADA and Safety Improvements Project for the Fiscal Year 2026-27 to improve ADA accessibility and security around the gazebo roundabout. The requested action is only an allocation for the project. Staff will bring the final plans and contract for construction to the Council in the near future for approval. A conceptual plan of the project is attached for the City Council's reference.
ENVIRONMENTAL DETERMINATION
The allocation of funds for the Downtown Gazebo ADA and Safety Improvements project is not considered a project under the California Environmental Quality Act(CEQA)pursuant to Section 15378 of the CEQA Guidelines.
FISCAL IMPACTS
The total estimated project cost is$200,000.Once approved,there will be available funds in the General Fund Capital Project 425 Fund Account No.4257500-5540-82365.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
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/ CITY OF UPLAND
BUDGET AMENDMENT
444,0,0‘
Date: 10/12/2026 Fiscal Year: FY26-27
Requested by: Charles Kwon Amount: $ 200,000.00 Dept/Div: Finance Description: Dev CIP Downtown Gazeba ADA &Safety Improvements Project
EXPENDITURES
Proposed
Account Number Dept/Account Description Adopted Budget Current Budget Amendment Amended Budget 1010000-5070 Gen Fund/Transfer Out - - 200,000.00 200,000.00 4257500-5540-82365 Gen Cap Proj/Gazebo ADA - - 200,000.00 200,000.00 Total - - 400,000.00 400,000.00
REVENUES
Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget 4250000-4970 Gen Cap Proj/Transfer In - - (200,000.00) (200,000.00) Total - - (200,000.00) (200,000.00) Fiscal Impact 200,000.00
REASON/JUSTIFICATION (Please be specific)
❑ Appropriations per City Council approval
❑ Reallocation of maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant, donations of other sources (deposit) ❑ Emergency purpose:
Description of Expense:
0 Other- Explain:
ALLOCATE CASP FUNDING FOR CONSTRUCTION OF THE DOWNTOWN GAZEBO ADA AND SAFETY IMPROVEMENTS PROJECT, AND APRPPRIATE $200,000 FROM THE CASP PROGRAM FUND
This request is directly related to:
❑ Purchase Requisition No. Vendor:
El Council Meeting action: 10/12/2026 (Attach copy of minutes) Increase Purchase Order# OR Requisition #
APPROVALS
Dept Head Approval: Date:
Deputy Director of Finance: Date:
Funds Available? ❑Yes ❑No
o Approved ❑ Denied
City Manager*: Date:
*Not required if approved by City Council
Comment:
Finance Division Only:
BA#: 04276025 Help Ticket#: N/A
Journal #: Initial/Date:
Revised:7/2026 Page 32 /a3822AM
4c,°v °p`qt CITFUP LAND
o "The City of Gracious Living"
- -
DATE: October 12,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER
RICHARD JEGANATHAN,IT MANAGER
STACEY PADRON,EXECUTIVE ASSISTANT I
SUBJECT: CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH SIDEPATH, INC. FOR THE UPDATE AND REPLACEMENT OF VIRTUAL SERVER
ENVIRONMENT
RECOMMENDED ACTION:
It is recommended that the City Council approve a professional services agreement with Sidepath Inc. for servers, related hardware,and deployment services in the amount of$643,010;approve a software license with Sidepath Inc. in the amount of$182,528 for a five-year VMware subscription for the City's virtual server environment; approve a budget amendment appropriating funds from the Information System Internal Service Fund Balance; and authorize the City Manager to execute all necessary documents.
GOAL STATEMENT
The proposed action supports the City's goal of providing staff with the resources needed to deliver efficient services to Upland residents.
BACKGROUND
On March 14,2022,the City Council approved$360,000 in funds for City Hall/Police Department Server.
In May 2022,the City Council approved a$487,725.09 agreement with Sidepath,Inc.for the update and replacement of the City's virtual server environment. That project implemented a server environment using Dell hyperconverged server infrastructure and VMware virtualization to modernize the City's infrastructure and provide a reliable platform for City operations.There is a need to replace components of the City's virtual server environment as we are reaching the end of their support period.
On June 22, 2026, the City Council approved the purchase of a Computer-Aided Dispatch (CAD) and Records Management System (RMS) for the Police Depatlinent's primary public safety information platform. The new CAD/RMS platform necessitates virtual server hardware and software upgrades.
ISSUES AND ANALYSIS
In late 2025, Dell announced that it is discontinuing support for the City's existing VxRail hyperconverged server infrastructure that supported the City and Police Department.At the time,IT researched the replacement of the virtual server hardware, with prices approximately half of what they currently are. At the time,the Police Department was evaluating a CAD/RMS upgrade, with one consideration being moving to a cloud-based solution, which would significantly reduce the virtual server resources Upland uses.
Based on the June 2026 approval to move to a new CAD/RMS platform,replacing the City's existing server hardware is an urgent necessity, as the Police Department's upcoming CAD/RMS system upgrade requires on-premises architecture, utilizing the full capacity of our virtual server environment. Furthermore, server hardware costs have nearly doubled since the City's initial estimates due to global supply chain demands driven by AI expansion,alongside price increases following Broadcom's acquisition of VMware. Market trends indicate these costs will continue to escalate.
To address this urgent requirement efficiently and cost-effectively, the City is leveraging existing cooperative purchasing agreements. Under the City's Purchasing Policy, public agencies are permitted to "piggyback" on
competitively solicited cooperative contracts, ensuring full procurement compliance while securing pre-negotiated volume pricing.
The overall virtual server environment refresh is structured into two separate agreements:
1. Hardware&Professional Services:Hardware procurement and deployment services will be executed through a professional services agreement with Sidepath Inc. as an authorized reseller under NASPO ValuePoint Master Agreement No.23026 which can be found at naspovaluepoint.org/suppliers/dell-marketing-lp-2/and California Participating Addendum No. 7-23-70-55-01 with Dell Marketing L.P. (attached). NASPO ValuePoint is a national cooperative procurement organization that leverages collective public-sector purchasing power to satisfy competitive bidding requirements.
2. Software Licensing: The five-year VMware Cloud Foundation subscription will be purchased through a software license and professional services agreement with Sidepath Inc. as an authorized reseller of the OMNIA Partners Contract No. R240303 (awarded to Carahsoft Technology Corp.) which can be found at omniapartners.com/suppliers/carahsoft/contracts/R240303. OMNIA Partners provides competitively solicited,publicly awarded contracts that satisfy local purchasing guidelines.
The proposed agreements with Sidepath Inc. secure VMware Cloud Foundation software licensing and local server infrastructure for a five-year term, effective October 1, 2026, through September 30, 2031. While the attached agreements require payment over multiple years,staff will establish purchase orders encumbering all necessary funds upon City Council approval and will make annual payments in accordance with the terms of the agreements.
ENVIRONMENTAL DETERMINATION
This action is not a project subject to CEQA and is exempt under Section 15378(b)(5)of the CEQA Guidelines as an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment.
FISCAL IMPACTS
The total cost of the Dell Virtual Server hardware and professional services and VMware software subscription and professional services is$825,538.Of this amount,$412,769 is budgeted in the COPS Fund in account 2163201-5530, and after the attached budget amendment is approved, $412,769 will be available in the Information Systems Internal Service Fund in the 7531401-XXXX account range.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
CITY OF UPLAND
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of October 12, 2026 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Sidepath Inc., a California Corporation with its principal place of business at 22892 Mill Creek Dr. Laguna Hills, CA 9265 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Server Infrastructure Refresh
(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 $643,008.06 (Six hundred forty-three thousand eight dollars and six cents). 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 thirty (30) days of receipt of an invoice which includes a detailed description of the work performed.
Payments to Consultant for work performed will be made on a monthly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council. 1
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term
The term of this Agreement shall be from October 15, 2026 to September 30, 2031, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
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8. Standard of Care.
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant.
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor.
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. 3
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
4
(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 $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
5
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
6
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VIII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel 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.
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b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, 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 one thousand dollars ($1,000) or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
8
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. RESERVED
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
17. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30)calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, drawings and specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Krunal Patel as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
9
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY: CONSULTANT:
City of Upland SIDEPATH INC.
460 N. Euclid Avenue 22892 Mill Creek Dr.
Upland, CA 91786 Laguna Hills, CA 92653
Attn: Stephen Parker, Attn: Krunal Patel
Administrative Service Department
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, 10
burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
11
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CITY OF UPLAND
AND
SIDEPATH INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF UPLAND SIDEPATH INC.
APPROVED BY:
By:
Michael Blay Its:
City Manager
Printed Name:
ATTESTED BY:
By:
Keri Johnson, CMC Its:
City Clerk
Printed Name:
(Two signatures required for corporations pursuant to California Corporations Code Section 313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.)
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
12
EXHIBIT A
Scope of Services
Eight Dell PowerEdge R470 servers: four for City Hall and four for the Police Department. The four servers at each location work together as a single group, sharing their computing power and combining their internal solid-state storage into one pooled, fault-tolerant storage system. If one server fails, the remaining servers continue running the City's applications.
Each server includes:
• One Intel Xeon 6 processor(16 cores) and 256 GB of memory, plus a dedicated solid-state drive that extends usable memory capacity
• Enterprise solid-state storage — two 7.68 TB drives per server at City Hall and three per server at the Police Department, reflecting the Police Department's larger storage needs • High-speed (25 Gb) network connections to the City's existing network switches, with all cabling included
• Dual redundant power supplies and mirrored boot drives, so a single component failure does not take the server down
• Dell remote-management and security software for monitoring, updates and hardware protection
• Five years of Dell ProSupport Plus Mission Critical support: 24x7 technical support with 4- hour on-site response for hardware issues
Sidepath's engineers will install the new servers and deploy the VMware platform at both locations. The work covers project planning and kick-off; physically installing, cabling and powering up the servers; connecting them to the City's network; deploying and configuring the VMware Cloud Foundation platform; hands-on knowledge transfer to City IT staff; and "as-built" documentation of the finished environment. One server-installation engagement and one VMware deployment engagement are included for each site.
13
EXHIBIT A CONT'D
Scope of Services
s i d e p a t hQ Quotation
22S92 Mill Creek Drive Date: 09/04f26
Laguna Hills,CA92653 QuoetionfF SIDC161279-01 Phone(949)71847001;Fax(949}748-8706 Valid Until: 10/15f26 y ypie rkEll Prepared By: Kristen Harem
Project ID: SIDPROJECT57375
Bill To: Ship To:
City of Upland City of Upland
Attn: RichardJeanathan Attn: RichardJeganathan 460 N Euclid Ave 41,60 N Euclid Ave
Uplandr CA 9178fi Upland,CA 917E6
Phone:(909)93 L-43 L2 Phone:(909)931-4312
Email: [email protected] Email: richard@uplandcazov Qty Item Cade Description Unit Price Est Price HASPOAgtnt 23026 1 State Addendum if7-2-7D55-0f
PowerEdge R47D-R470 City Hall
4 210-R&M PowerEdge R470 Server, Enterprise %3,322.24 $253,291.36 634 GV1 vSM1 Express Storage Architect we F-0
321-BLE2 Chassis with up to 8 EIS NVMe{G50E4)Direct Drives,Rear 10 338-T13D Intel}{eon fi Performance 6517P 3-2G,16C/32T,24GTfs,72101 Ca the,Turbo,(190Nf)DDRS-5400
412-BB1(Q Extended heatsink without DIMM Maeda
370-AAl P Performance Optimized
370-BCCX 6400MTfs RDIMMs
370-BCCY (a)32GB RDIMM,fi4OOMf}sr!Dual Rank
780-BCDO C30,No RAID for IVME chassis
405-AACD ND Controller
400-ABHL N.O.Hard Drive
345-BMfL L6TB Data Center NVMe Mixed Use AG Drive SED E3sGen5 with mi TfY
345-BMMN (2)7.6ETB Data Center NVMe Read Intensive AG Drive SED E3s Gert6 with carrier
3S4-BBB1 Performance BIOS Settings
80-0-BBDM UEFI BIOS Boot Mode with GPT Partition 3S4-BDCLL PowerEdge 1U High Performance Silver Fan
450-BDRS Dual,Redunda nt(1+1),Hot-PIugHIHSPowerSupply,1 L00WMM 1100- 244Vac)Tita ni urn
492-BBDH (2)Jumper Cord-C13/C14,D-6f, 250V,13A(North Ameriimin, Guamr North Marianas,Philippines,Sameal
330-BCWK Riser Config 6,2x16 FH Slots (Gen5),1x16Onboard OCP 330-BCYD PowerEdge R47D Motherboard fo RTS1.itDAD
540-BFVY Broadcom 5750E Quad Port 25GbE SFP2E Adapter,OCP IONIC +Sec
14
EXHIBIT A CONT'D
Scope of Services
Qty Item Code Description Unit Price Ext Price 780-BC2Q Nn OCP Blanks or CaWes Required
470-AEYU Nn Cables Required
350-BBeW No Bexel
350-BD111 Dell Luggage Tag for E3 Chassis
403-BDMC BOSS-N 1 controller card+with 2 M_2 960G B(RAID 1}(22x80) fi11-BBBF No Operating System
6.05-BUN No Media Reqkired
fi34-SGX OpenManage Enterprise Advanced Plus
fi34 CSFIS Secure Enterprise Key Manager License 3.0
fi34 CSFff Secured Component Verification
634-al-IY iDRAC10,Enterprise 17G
379-BFXT Dell Connectivity Client- Disabled
634-2RP Dell Connectivity Module 17G
534-C?WJ Dell Secure Onboarding Client 17G-Dissahled
350-B01 Blank Left Ear Module
379-BETF iDRAC Legacy Password for CCP cards
770-BECD ReadyRails Sliding Rails(A15}
340-DNSW PowerEdge Shipping
340-DSBN PowerEdge R470 Shi pping
340-DNSY PowerEdge 1U Shipping Material
389-FHFIX PowerEdge CCC,NoCELabel Marking
470-ACET (4)Dell Networking,Cable,SFP28 to SFP28,25GbEr Passive Copper Twi nax Direct Attach Gabler 2 Meter
713,8356 Dell Hardware Limited Warranty Plus OnsiteService 713,8448 ProSupport Plus Mission Critical 4-Hour 7 4OnsiteServicewith Emergency Dispatch 2 Years Extended
713-B450 ProSupport Plus Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 3 Years
713-8460 ProSupport Plus Mission Critical 7x24 Technical Support and Assistance 5 Years
951-2015 Thank you for choosing Dell ProSupport Plus_For tech support, visit he www.dell.com/contactdell
975-3462 Dell Limited Hardware Warranty Plus Service,Extended?earls} 900.9997 On SrtelnstallationDeclined
SubToVl 5253,291.36
PowerEdge R.470-R470 PD
4 210-BNMR PowerEdge R470 Server, Enterprise 575,749.10 5302,996.40 210-BNMR PowerEdge R470 Server, Enterprise
321-BLDZ Chassis with up to B E3.S NVMe {G5x4)Direct Drives,Rear IO 338-(Ted Intel Xeon 6 Performance 6517P 3.2G,16C/32T,24GTfs,72MMM Cadre,Turbo,(190W)DDRS-64001
15
EXHIBIT A CONT'D
Scope of Services
Qty hero Code Description Unit Price Ext Price 412-BBEO. Extended heatsink without DIMM b anks
370-A lP Performance Optimized
370-BCC{ 6404MTfs RDIMMs
370-BCCY (S}32GB RDIMM,6404MT/s,Dual Rank
780-BCDO C30,No RAID forNVME chassis
105-AACD %Controller
400-ABHL No Hard Drive
345-BMTL 1.6TB Data Center NVMe Mixed Use AG Drive SED E3s Gen5 with terrier
345-BMWN (3)7.62TB Data Center NVMe Read Intensive AG Drive SED E3s Gent with carrier
384-BBBL Performance BIOS Settings
800-BB13M LIEF!BIOS Boot Mode with GPT Pa rtition 3€14-BD01. PowerEdge 1U High Performance Silver Fan 450-BDRS Dual,Redtnda nt(1+1),Hot-PIugtIHSPowerSupply,110OWMM{100- 240Vac}Tita ni urn
492-BBDH (2}Jumper fiord-C13f C14,0.6M, 25OV,13A(North American, Guamr North Marianas,Philippines,Sanroal
330-BCWK RiserConfig fi,2xL6 FH Slots (GenS(,Yx16Onboard OCP 330-BCYD PowerEdge R470 Motherboard to RTS L.1,DAO 540-BFVY Broadoom S7fiOSQuad Port25GIE SFP2E Adapter,CCP 3.0 NIC +Sec
780-BC2C NnOCP Blanks or Cables Required
470-AEYU NoCallesRequired
350-BBBW No Bezel
350-BDDJ Dell Luggage Tag for BChassis
103-BDMC DOSS-N1 controller card+with 2 M_2 560GB(RAID 1}(22o-80} 611-BBBF No Operating System
fi0S-BBFN No Media Requred
634(30X OpenManage Enterprise Advanced Plus
631-SFIS Secure Enterprise Key Manager License 3)0
E34-{S14E Secured Component Verification
fi31-SHY iDRAC10,Enterprise 17G
379-BFXT Dell Connectivity Client- Disabled
634(2RP Dell Connectivity Module 17G
534(ZWJ Dell Secure Onboarding Client 173-Disabled 350-BCYJ Blank Left Ear Module
379-BEEF iDRAC Legacy Password for CCP cards
770-BEd] ReadyPails Sliding Rails(A15}
340-DNSW PowerEdge Shipping
16
EXHIBIT A CONT'D
Scope of Services
Oly Item Cade Description Unit Price Eat P rice
344-DSBN PowerEdge R470 Shipping
34 -DNSY PexerEdge 1U Shipping Material
369-R1FIX PowerEdge CCC No CE Label Marking
470-AC£T 14)Dell Networking,Cable,SFP28 to SFP2E,25GbE,Passive Copper Twin Direct Attach Cable,a Meter
713-83515 Dell Hardware Lim iced Warranty Plus Orcite Service 713-8448 Prooupport Plus Mission Critical 4-Hour 7x24 Qisite Service with Emergency Dispatch 2Years Extended
713-S450 Prooupport Plus Mission Qitiol 4-Haur 73,24 Qisite Service with Emergency Dispatch 3Years
713-8460 PreSupport Plus Mission Cri6ol 7424 Technical Support and Assistance S Years
951-2015 Thank you fordhoosirg Dell ProSupport Plus.For tech support, visit f/23 HrB rar rr e5a+-hnl ll
975-3462 Dell Limited Hardware Warranty Plus Service.ExterdcdYear(s) 900-9997 On-Site Inshliaticn Dedined
Subrotar 530Z.896.40
Runrring Subrotar $.555.2H7.76
Proem:Mona!Servlcss
2 51D-PS-PE-IMP-SVR-1-5 Sidepath implementation service provides a base-level S4,30D.00 $9,060.00 Pow erEdge server deployment_Service includes installation of up to five(5)PowerEdge servers into compatible racks,integration wF711 an ndsting network with appropri ate labeling and cable management within the rack Contract period auiecpires 365 days from date Purchase Orderismed unless canceled in writing by Customer or Sidepath-
2 51D-PSZ-VMW-VCFCORE VCF Cue $.19,250.U(1 $36,500.06 Deployment of VMware mud Foundation(YCF),delivering a
fully intesrated Sl}DC platform with vSphere,vSAF{.NST,VCf Operations&Automation,and Fleet Manasement.Provides 2
single manggemerrt and workload domain with integration to existing network,DNS,NIP,and identity services.Includes vCenter,vSAN,MEW,and base-level YCF Automation setup.
nowiedgetransfer and standard Sidepath tempiate'as-bolt' documerrtation provided.E>tcludcs VM rn isrations,advanced automation operations,vDefend.and stretched duster
configurations.Contract period auto-empires 355 days from date Purchase Order issued unless onceled in writing by Customer or Sidepath.
Subrotar $47,500.0
Payment S ehedu Is
Payment?-Due after ordedfuJfiUmern[includes
taxes):$240,49269
Payment 2-Due on the f Year annirerasary of the
initial ordenfuiliifinemu$201,262.59
Payment 3-Due an the 2 Year anniverasary of the
inivaJ orderJfu ifreenr:$201.262.59
Pent Tema firm Shp : Net 33
Prt:no Oo`mt nit nriude:Sales Tax or Ehi{pinal'lanano oriels Kt dnca A'.ax i In TZm.
Ch srrp-enis:Ch8emvc Waste Regclnp leWohr).oe YAl ap:ry to men tars,lames or 4ok4. Product Total $979,7a7.76 if ycu haws any qua:Fau s regardfhgdin quoizitlen,pease coltact Knrral Patel I (949)396-3743 I krura calispat1.corr
11 doreunetk rs pn.ptied,y and conf iantfaf and is inrerlded salaOy for the re vpi itt Ala part of rtvs dtcamerle may be oisrmsec in any Miro&ro a rtvivparty who is nor afiliated ritd sae recipient etlepael- trra Rerlesn CF do I aS1 PO R4711-Ydll ino RepKanah) T81cee $39.220.30
Shlpping $0.00
Grand Total $43,008.06
17
EXHIBIT B
Schedule of Charges/Payments
6.1 Hardware and Services — Deli Financial Services
The hardware and professional services total of$643,00B4O6 is financed through Dell Financial Services L.L.C. (DFS) under a 36-month Installment Payment Agreement, paid in three equal annual installments:
Payment Due Hardware& Sales Tax Total Due Services
1 At order fulfillment(est fall 2026) $201,262.59 $39,220_30 $240,482.89 2 First anniversary(est.fall 2027) $201,262.58 — $201,262.58 3 Second anniversary{est.fall 20281 $201,262.59 — $201,262.59 Total S603,707.76 $39,220.30 5643,008.06 18
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
AMENDMENT 3
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing L.P. (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-01 as follows:
1) Agreement is extended from June 30, 2026, to June 30, 2027. Section 2. TERM, subparagraph A is revised to read as follows:
A. The term of this Participating Addendum shall begin upon signature approval by the State and will end June 30, 2027, or upon termination by the State, whichever occurs first.
All other terms and conditions of the Participating Addendum shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Dell Marketing L.P.
Agency Name Contractor Name
Digitally signed by Julie
Julie Matthewspae"-6.05.1216:5O58 5/12/2026 4Ma ?its/ May 7, 2026 -07'00' Ana Pitti(May 7.2026 17:29:26 CDT)
Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Ana Pitti I Paralegal Senior Analyst Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street One Dell Way
West Sacramento, CA 95605 Round Rock, TX 78682
Address Address
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
AMENDMENT 2
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing L.P. (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-01 as follows:
1) Agreement is extended from June 30, 2025, to June 30, 2026. Section 2. TERM, subparagraph A is revised to read as follows:
A. The term of this Participating Addendum shall begin upon signature approval by the State and will end June 30, 2026, or upon termination by the State, whichever occurs first.
2) Section 22. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING is hereby deleted and replaced with the following:
22. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI)
DEFINITIONS:
For purposes of this Section, the following terms shall be given the meaning shown below. Capitalized terms used below and not defined in this Section shall have the meaning set forth in Section 1 (Definitions) or in the text of the IT General Provisions (rev. 06/21/2022).
Artificial Intelligence (Al): an engineered or machine-based system that varies in its level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives how to generate outputs that can influence physical or virtual environments (Gov Code §§ 11549.64 & 11546.45.5).
GenAl Training Data: any content, information, or data that is used to train, tune, test, or validate a GenAl, including text, images, video, audio, code, or similar types of input.
Generated Data: any output, results, content, or other data that is produced by GenAl, including but not limited to text, images, video, audio, code, or similar types of output.
Generative Al (GenAl): an Al system that can generate derived synthetic content, including text, images, video, and audio, that emulates the structure and characteristics of the system's GenAl Training Data (Gov Code §11549.64).
Participating Addendum 7-23-70-55-01
Amendment 2
Hallucination: Generated Data that is nonsensical, false, or misleading, and is not based on real or existing data, but is instead produced by bias or the GenAl's extrapolation or creative interpretation of its Gen Al Training Data.
Materially Impacts: shall have the same meaning set forth in State Administrative Manual (SAM) 4986.2.
Prompt: any written, spoken, or rendered information provided as a query, command, or other form of input, to any GenAl in connection with this Contract. For avoidance of doubt, Prompt includes any input automatically detected or created by the GenAl, as well as any derivate works of a Prompt or collection of Prompts.
GENAI DISCLOSURE OBLIGATIONS:
Disclosure Obligations:
a) Contractor must immediately notify the State in writing if it: (1) intends to provide GenAl as a Deliverable to the State; or (2) intends to utilize GenAl, including GenAl from third parties, to complete all or a portion of any Deliverable that materially impacts: (i) functionality of the System, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term "materially impacts" shall have the same meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAl.
b) Such notification shall be provided to the State designee identified in this Contract.
c) At the direction of the State, Contractor shall discontinue the provision to the State of any previously unreported GenAl that results in a material impact to the functionality of the System, risk to the State, or Contract performance, as determined by the State.
d) If the use of previously undisclosed GenAl is approved by the State, then Contractor will update the Deliverable description, and the Parties will amend the Contract accordingly, which may include incorporating the GenAl Special Provisions into the Contract, at no additional cost to the State.
Failure to Disclose or Discontinue GenAl Use: The State, at its sole discretion, may consider Contractor's failure to disclose or discontinue the provision or use of GenAl as described above, to constitute a material breach of Contract when such failure results in a material impact to functionality of the System, risk to the State, or Contract performance. The State is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the contract, for default pursuant to Section 23 (Termination for Default) of the IT General Provisions (rev. 06/21/2022).
Participating Addendum 7-23-70-55-01
Amendment 2
All other terms and conditions of the Participating Addendum shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Dell Marketing L.P.
Agency Name Contractor Name
Digitally signed by Julie
Julie Matthews pa;Z-Z5_05.1517:0600 5/15/2025 14yja May 5,2025 .000
Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Ana Pitti I Paralegal Senior Analyst Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street One Dell Way
West Sacramento, CA 95605 Round Rock, TX 78682
Address Address
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
AMENDMENT 1
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing L.P. (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-01 as follows:
1) Section 22. GENERATIVE ARTIFIFICAL INTELLIGENCE (GENAI) REPORTING is hereby added to read as follows:
22.GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING The State of California seeks to realize the potential benefits of GenAl, through the development and deployment of GenAl tools, while balancing the risks of these new technologies.
Upon request by an ordering agency, Contractor must complete a GenAl Reporting and Fact Sheet (STD 1000) to identify if their solution or service includes, or makes available, any GenAI including, GenAl from third parties or subcontractors.
During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAl technology, including GenAl from third parties or subcontractors. Contractor shall immediately complete the GenAl Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAl technology.
At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAl technology that materially impacts functionality, risk or contract performance, until use of such GenAl technology has been approved by the State.
Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAl and/or failure to submit the GenAl Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.
The State reserves the right to amend the contract, without additional cost, to incorporate GenAl Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.
If Contractor identifies GenAl in their solution, a copy of the STD 1000 must be submitted to the DGS State Contract Administrator.
Participating Addendum 7-23-70-55-01
Amendment 1
All other terms and conditions of the Participating Addendum shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Dell Marketing L.P.
Agency Name Contractor Name
Digitally signed by Julie Digitally signed by
Madhews Katherine Castli Ketherine_Catillo7
Julie Matthews -07-2024.10.2517:34:2, 10/25/2024 101 — �t 2024.03.23,5:42:23 Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Katherine Castillo/Paralegal Advisor Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street One Dell Way
West Sacramento, CA 95605 Round Rock, TX 78682
Address Address
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing L.P. (Contractor)
This Participating Addendum Number 7-23-70-55-01 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Dell Marketing L.P. (hereafter referred to as "Contractor") under the lead state of Minnesota NASPO ValuePoint Master Agreement Number 23026.
1. SCOPE
A. This Participating Addendum covers the purchase of computer equipment (desktops, laptops, tablets, servers, and storage, including related peripherals & services) under the Minnesota NASPO ValuePoint Master Agreement. The Minnesota NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).
B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing ( https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies.
C. Each local government is to make its own determination whether this Participating Addendum and the Minnesota NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.
2. TERM
A. The term of this Participating Addendum shall begin February 1, 2024, or upon signature approval by the State whichever occurs later, and will end June 30, 2025, or upon termination by the State, whichever occurs first.
B. Lead state amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.
Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.
C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be up to 120 days after the Participating Addendum expiration date.
Participating Addendum 7-23-70-55-01
3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions — Information Technology (GSPD-401IT) effective 6/21/2022
B. Terms can be viewed on the DGS Procurement Division website ( https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division- Resources-List-Folder/Required-Language-for-Solicitations-and-Contracts).
4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-23-70-55-01 2) Minnesota NASPO ValuePoint Master Agreement Number 23026
5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Minnesota NASPO ValuePoint Master Agreement Number 23026 are allowed under this Participating Addendum:
1) Band 1, Personal Computing Devices — Windows Operating Systems:
Desktops, Laptops, Tablets
2) Band 2, Personal Computing Devices — Non-Windows Operating Systems:
Desktops, Laptops, Tablets
3) Band 3, Servers and Storage
6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES
A. Configuration limits: The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of$150,000).
ITEM CONFIGURATION
Band 1 $15,000
Band 2 $15,000
Band 3 $1,000,000
Peripherals $10,000
Services Addressed in the customer specific Purchase Orders
Participating Addendum 7-23-70-55-01
B. Services must be related to the procurement of equipment.
C. The following restrictions apply to state agency purchases under this Participating Addendum:
1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.
2) Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).
3) Services that fall within the definition of "public works" as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments. 4) Leasing/rental is not allowed.
5) Professional services are not allowed.
6) Cloud services are not allowed.
7. PRICING
A. Contractor's pricing is outlined in the Minnesota NASPO ValuePoint Master Agreement Number 23026.
B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota.
8. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products and services offered under this Participating Addendum.
2) Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name.
Participating Addendum 7-23-70-55-01
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.
C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.
D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the Participating Addendum. Contractors shall notify the State in writing of any deleted Authorized Resellers or changes to current Authorized Resellers' information at any time.
E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.
F. State-approved Authorized Resellers will be posted on the State's Cal eProcure website.
9. SUBCONTRACTORS
A. Nothing contained in this Participating Addendum or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor.
B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed on the Bidder Declaration (GSPD-05-105) provided to ordering agencies at the time an order is quoted.
C. As the prime Contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and Participating Addendum.
D. Any subcontract in excess of$25,000, entered into as a result of this Participating Addendum, shall contain all the provisions stipulated in this Participating Addendum to be applicable to subcontractors.
Participating Addendum 7-23-70-55-01
10.ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is optional.
B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum. User Instructions are posted on the State's Cal eProcure website.
C. All purchase orders executed under this Participating Addendum shall include the Participating Addendum Number 7-23-70-55-01.
11.STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery's State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217.
B. Contractor will be required to complete and return a Postconsumer Recycled- Content Certification form
( https://calrecycle.ca.gov/buyrecycled/stateagency/vendored/form74guide/) upon request by the state agency.
12.DELIVERY
A. Delivery shall occur within 30 days after receipt of order, or as negotiated between ordering agency and Contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement.
B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency's receiving point.
13.INVOICING AND PAYMENT
A. Payment will be made in accordance with IT General Provisions Paragraph 30 (Required Payment Date).
B. Invoices shall be sent to the address identified in the ordering agency's purchase order. The Participating Addendum Number and ordering agency purchase order number shall appear on each invoice for all purchases placed under this Participating Addendum.
C. Contractor does not accept the State of California credit card (CAL-Card) for payment of invoices.
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14.USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity.
B. The State Contract Administrator reserves the right to modify Attachment A and require Contractor to provide additional order information during the course of this Participating Addendum.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox ([email protected]).
D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five (5) business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
F. Reports are due for each quarter as follows:
Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this Participating Addendum.
H. Time extensions may be approved only if all due reports have been submitted to the State.
15.ADMINISTRATIVE FEE
A. Contractor is required to remit to DGS an administrative fee amount equal to
1.25% of the sales for the quarterly reporting period less freight, taxes, returned products and credits. (For example, if the net sales for the reporting quarter totals $100,000.00, the incentive fee due to DGS would be $1,250.00.) B. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing.
C. The administrative fee shall not be invoiced or charged to the ordering agency.
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D. Payment of the administrative fee is due irrespective of payment status from ordering agencies.
E. Payment may be made in the form of an electronic payment using the LPA Payment Portal website ( https://www.dgs.ca.gov/PD/Services/Page- Content/Procurement-Division-Services-List-Folder/Access-LPA-Payment-Portal) or by submitting a check payable to the State of California, Department of General Services.
F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address:
Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
G. Administrative fee payments are due for each quarter as follows:
Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this Participating Addendum.
16.CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:
Contractor Contract Manager
Name: Ashley Salinas
Phone: (512) 542-1237
Fax: n/a
Email [email protected]
Address: Dell Marketing L.P.
Attn: Ashley Salinas
One Dell Way
Round Rock, TX 78682
Participating Addendum 7-23-70-55-01
B. The State Contract Administrator for this Participating Addendum shall be as follows:
State Contract Administrator
Name: Katelynne Leisenring
Phone: (279) 946-8129
Email [email protected]
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
I
C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten (10) business days after the change.
17.TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible, and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.
18.AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.
19.NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Participating Addendum shall not be made without prior written approval from the State.
Participating Addendum 7-23-70-55-01
20.EXECUTIVE ORDER N-6-22 — RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Participating Addendum. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State.
21.AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.
B. By signing this Participating Addendum, Contractor agrees to offer the same products/services available on the Minnesota NASPO ValuePoint Master Agreement Number 23026, at prices equal to or lower than the prices on that agreement.
Participating Addendum 7-23-70-55-01
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Dell Marketing L.P.
Agency Name Contractor Name
Digitally signed by Julie
Julie Matthews Da eh 2024.01.2313:54:09 1/23/2024 01/22/2024 -08'00'
Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Katherine Castillo- Paralegal Advisor Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street One Dell Way
West Sacramento, CA 95605 Round Rock, TX 78682
Address Address
CITY OF UPLAND
SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT
This Software License and Professional Services Agreement (hereinafter referred to as "Agreement") is made by and between the CITY OF UPLAND, a California municipal corporation (herein "City"), and Sidepath Inc., a California Corporation, having a principal place of business at 22892 Mill Creek Dr. Laguna Hills, CA 92653 (herein "Provider") on October 12, 2026 ("Effective Date"). City and Provider may be individually referred to as "Party" and collectively as the "Parties".
RECITALS
A. Provider is the owner of its proprietary software that the City has selected to use for the City's Servers (the "Software").
B. Provider desires to grant to City and City desires to obtain from Provider a nonexclusive license to use the Software and obtain the services in accordance with the terms and on the conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Use of the Software. Provider shall provide City with the software and services, which are described in the Provider's Proposal and attached hereto as Exhibit "A" and incorporated herein by reference ("Software"). The specifications, performance and functionality of the Software shall comply in all respects with the requirements set forth in the Provider Proposal and any documentation for the Software ("Functional Requirements"). The City shall have a fully paid license to use the Software for its operations, subject to the payment of the license fees set forth in Exhibit "A."
2. Project Schedule. Provider shall provide the Software in a prompt and timely manner.
Any delays or changes in implementing the Software shall be subject to the terms of Section 7.
3. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for the Software, including the related Services, in accordance with the schedule of costs set forth in Exhibit "A." b. In no event shall the total amount paid for the Software, including related services, rendered by Provider under this Agreement exceed the sum of One hundred eighty-two thousand five hundred twenty-eight dollars ($182,528.00) unless there is a change in the scope of the Services and such change is reflected in the execution of a written amendment pursuant to Section 7 of this Agreement. c. Payment to Provider shall be considered as full compensation for all personnel, materials, supplies, and equipment used in performing the Services. -1-
d. City's failure to discover or object to any unsatisfactory work or billing prior to payment will not constitute a waiver of City's right to request Provider to correct such work or billings or seek any other legal remedy.
4. Additional Work. If changes in the work seem merited by Vendor 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 Vendor 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.
5. Additional Compensation. The City Manager may approve Additional Work, as further defined in Section 4.7.2, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.
6. Maintenance and Support Services. Following the warranty period for the Software, Provider has agreed to make maintenance and support services for the Software available to City in accordance with the terms of the Provider Proposal, which is attached hereto as Exhibit "A." The Software Support and Maintenance Provisions contain mutually agreed upon pricing for such services, which pricing shall remain in effect for so long as City makes the payments set forth in Exhibit "A."
7. Contract Documents. The following documents shall govern the performance of the Scope of Work and the terms and conditions for the provision of the Software and Services (collectively, the "Contract Documents"):
a. This Agreement;
b. Provider Proposal (Exhibit "A"); and
c. City Insurance Requirements (Exhibit "B").
In the event of any conflict between the terms and conditions of the Contract Documents, the Contract Documents shall govern in accordance with the foregoing order of priority with this Agreement acting as the master agreement.
8. Additional Work. If changes in the Project and the Contract Documents seem merited by Provider 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 Provider with a statement of the estimated changes in the Provider Proposal. An amendment to the Agreement shall be prepared by the City and executed by both parties before any change becomes binding upon City.
Provider acknowledges that any material amendment to the Contract Documents, particularly with respect to the schedule of charges in the Provider Proposal, may be subject to approval by the City Council. Such amendment shall not render ineffective or invalidate unaffected portions of the Contract Documents.
9. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Provider and made available at all reasonable times during the Agreement period and for four (4) years from the date of final payment under the Agreement for inspection by the City. -2-
10. Notice to Proceed. The obligations of Provider to commence performance shall by triggered by Provider's receipt of notice from the City to proceed. Thereafter, Provider shall proceed in accordance with the Project Schedule. The Notice to Proceed shall set forth the date of commencement of the Project Schedule.
11. Confidentiality. Provider understands and agrees that, in the performance of the work or services under this Agreement may involve access to City data or information that is Confidential Information. Provider agrees to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third-parties other than its employees, agents, or authorized subcontractors who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. Provider and any subcontractors or agents shall use Confidential Information only in accordance with all applicable local, state and federal laws restricting the access, use and disclosure of Confidential Information and only as necessary in the performance of this Agreement. Provider's failure to comply with any requirements of local, state or federal laws restricting access, use and disclosure of Confidential Information shall be deemed a material breach of this Agreement, for which City may terminate the Agreement. Provider agrees to advise and require its respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Provider will not disclose any Confidential Information of City except as compelled by a court or administrative body or required by any law or regulation. Provider will give notice if any disclosure request is received for City's Confidential Information, so City may file an objection with the relevant court or administrative body.
12. Compliance with Law.
a. In carrying out its obligations under the Contract Documents, Provider shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including but not limited to Cal/OSHA requirements and requirements for verification of employees' legal right to work in the United States. b. If required, Provider shall assist the City, as requested, in obtaining and maintaining all permits required of Provider by federal, state and local regulatory agencies. c. Provider 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 one thousand dollars ($1,000) or more, Provider agrees to fully comply with such Prevailing Wage Laws. Provider 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 Provider 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 Section 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 -3-
exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
d. 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 Provider and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Provider shall maintain registration for the duration of the Agreement and require the same of any subconsultants, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Provider's sole responsibility to comply with all applicable registration and labor compliance requirements. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. e. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Provider's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Provider or any subconsultant that affect Provider's performance of Services, including any delay, shall be Provider's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Provider caused delay and shall not be compensable by the City. Provider 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 Provider or any subconsultant.
13. Warranty
a. Software Warranty. Provider warrants that the Software will conform in all material respects to the Functional Requirements for a period of twenty-four (24) months ("Warranty Period") following the date upon which the Software has completed user acceptance testing and is placed in use by City in a live production environment ("Go-Live"). Provider agrees to correct or replace, at no charge, any nonconformity of which it receives notice during the Warranty Period. In addition, Provider warrants that any customization and/or error correction to the Software will conform in all material respects to the Functional Requirements. This warranty is void if the City or any other third party intentionally changes or modifies the Software without the permission of Provider.
b. Malware. Provider warrants that the Software shall not contain any lock, counter, CPU reference, virus, worm, or other malware or device capable of halting operations or erasing or altering data or programs. Provider further warrants that neither it, nor its agents, employees, or subcontractors shall insert any shutdown device following delivery of the Software (or any hardware) or Services. c. Remedies. Provider covenants that it will make corrections of program malfunctions or errors which are reported in writing to Provider during the Warranty Period and which are necessary for the Software to conform to the warranties set forth in Section 13 of this Agreement. City agrees to allow Provider the opportunity to make repeated efforts within a thirty (30) day time period to correct programming -4-
errors or malfunctions as warranted in this Agreement. Provider agrees that program malfunctions that result in an inoperable system resulting in a financial impact to the City, or inefficient work-around, will be given its highest priority with the problem corrected as soon as practicably possible, consistent with a high priority item under the Software Support and Maintenance Provisions, using its most experienced and knowledgeable resources. Provider will strive to have any and all malfunctions resolved within no more than five calendar days.
14. Acceptance Testing; Final Acceptance. All Software and Services shall be subject to acceptance testing by City to verify, to its reasonable satisfaction, that each deliverable conforms to the requirements of a particular phase or milestone as set forth in the Exhibit "A" hereto or with respect to the Software, that it conforms to the Functional Requirements in all material respects and does not contain errors. City and Provider will agree on a reasonable testing methodology for the Software. Acceptance testing will not begin for any deliverable until sufficient data, as reasonably determined by City, has been converted and loaded into the Software or component thereof to enable City to test the functionality of the Software or any component thereof in a test environment that approximates a live production environment. If City determines that any Software deliverable or Services do not conform with the foregoing requirements, City shall promptly deliver to Provider a notice of non-conformity, and Provider shall work diligently to correct all nonconformities free of charge to City by issuing one or more error corrections or re-performing the defective Services. Each error correction shall be subject to additional acceptance testing by City. Notwithstanding the acceptance of any deliverable by City, such deliverable shall remain subject to the warranty obligations of Provider for the entire Warranty Period. "Final Acceptance" shall occur ninety (90) days after Go-Live provided that the Software is operating properly in accordance with all of the Functional Requirements and there are no material warranty issues that adversely impact the ability of City to operate the Software.
15. Assignment and Subcontractors. Provider shall not subcontract, assign or transfer this Agreement or any rights under or interest in the Contract Documents without the written consent of the City, which may be withheld for any reason at the sole discretion of the City. Nothing contained herein shall prevent Provider from employing independent contractors, as well as employees, to provide Services as Provider may deem appropriate, provided, however, that Provider shall remain fully responsible for such independent contractors.
16. Independent Contractor.
a. Provider enters into this Agreement as an independent contractor and not as an employee of the City. The Provider shall have no power or authority by this Agreement to bind the City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Provider are employees, agents, contractors or subcontractors of the Provider and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Provider by any such employees, agents, contractors subcontractors, or any other person resulting from performance of this Agreement. b. Provider agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research.
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c. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits..
d.
17. Integration. The Contract Documents represent the entire understanding of the City and Provider as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto. This is an integrated Agreement.
18. Title to Software. Provider represents and warrants that it is the sole owner of the Software or, if not the owner, that it has received all legally required authorizations from the owner to license the Software as contemplated herein, has the full power to grant the rights required by this Agreement, and that neither the Software, nor its use in accordance with the Contract Documents, will violate or infringe upon any patent, copyright, trade secret, or any other property rights of another person or City.
19. Infringement and Performance Breach Remedies. If it is claimed that any work furnished by Provider, whether first developed by Provider for the City or not, infringes any intellectual property right or is otherwise unlawful, Provider agrees to defend or settle any such claim or suit at Provider's expense and to indemnify and hold the City harmless from any losses, damages or harm, including attorney's fees and legal expenses, incurred as a result of such claim. Without the City's prior written approval, Provider shall not accept any liability on the City's behalf for the infringement, nor shall Provider reach a settlement that from the City perspective impairs the value or usefulness of the work that is the subject of the infringement claim. Provider will also pay all damages and costs that by final judgment, settlement or other resolution are assessed against the City due to such alleged or proven infringement and reimburse the City for any direct damages suffered by the City as a result of the infringement claim, including but not limited to attorney's fees. Should Provider find, or be found, to have infringed on any intellectual property rights, Provider will procure; (i) a right for the City to continue using the applicable Software or Work Product, (ii) a solution to mitigate the infringement, or (iii) a product to replace the infringing product that provides the functionality and complies with the specifications contained in the Contract Documents. The City shall not incur any additional costs related to the aforementioned remedies.
20. Termination
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a. Termination for Default. Subject to the right to cure contained in Section 20.b., the City may terminate this Agreement in whole or in part, at any time that the City determines that Provider is in material default of its obligations under the Contract Documents. Termination for default is effective on the date specified in the City's written notice of default. Should Provider fail to cure a default, then in addition to any other remedies provided by law or the Contract Documents, Provider shall compensate the City's actual costs to obtain substitute performance. A termination for default shall be deemed a termination for convenience if the termination for default is later found to be without justification. b. Cure. Provider shall have a period of ten (10) days following a written notice of default to either cure such default or if such default cannot be cured within such period, to provide evidence satisfactory to City, in its sole discretion, that Provider is taking action to cure such default.
c. Termination for Non-Appropriation. City's payment obligation under this Agreement extends only to funds appropriated annually by City's governing body for the purpose of this Agreement. For each succeeding fiscal period covered by this Agreement, City's applicable department responsible for this Agreement agrees to include in its budget request appropriations sufficient to cover the annual financial obligations under this Agreement. However, City's governing body has no obligation to make appropriations for the Agreement in lieu of appropriations for new or other contracts.
If City is appropriated insufficient funds to continue annual payments under this Agreement, City may terminate this Agreement effective upon the last day of the fiscal year for which funds were appropriated. Upon termination under this paragraph, Provider shall be entitled to compensation for all services rendered prior to the effective termination date. Provider's assumption of risk of possible non- appropriation is a part of the consideration for the Agreement. This Section controls against any and all other provisions of the Agreement.
21. Indemnification. Provider shall indemnify, defend (with counsel approved by City), and hold harmless the City, its officers, officials, agents, and employees (collectively, the "Indemnitees") from and against any and all claims, damages, demands, liability, costs, losses and expenses, (all of the foregoing collectively "Claims"), including without limitation court costs and reasonable attorneys' fees, which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, Provider's performance of services pursuant to this Agreement, including without limitation, Claims arising on account of injury to or death of persons or damage to property. City does not and shall not waive any rights against Provider which City may have pursuant to this Section because of Provider's provision of insurance policies required by this Agreement. Provider's obligations to defend and indemnify the City shall survive the expiration or termination of this Agreement. Provider shall not be required to indemnify City for Claims arising from the sole negligence or willful misconduct of the Indemnitees.
22. Conflicts of Interest.
a. Provider covenants that neither it, nor any of its employees, agents, contractors, or subcontractors has any present interest, nor shall they acquire any interest, direct or indirect, in the subject of the Agreement, nor any other interest which would conflict in any manner or degree with the performance of its Services hereunder. -7-
b. Provider shall make all disclosures required by the City's conflict of interest code in accordance with the category designated by the City, unless the City's Contract Administrator determines in writing that Provider's duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Provider also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Agreement, City determines and notifies Provider in writing that Provider's duties under this Agreement warrant greater disclosure by Provider than was originally contemplated. Provider shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.
23. Insurance.
a. Provider will comply with the "Insurance Requirements" of City which are attached hereto as Exhibit "B" and included as a part of this Agreement. b. No limitation on liability contained in the Contract Documents shall apply to any third party claim for personal injury or wrongful death arising from the negligent acts or willful misconduct of either party, its agents or assigns. Furthermore, no limitation on liability applicable to Provider shall apply to any third party claim that the Software infringes upon the intellectual property rights of another party, nor to the obligation of Provider to deliver the Software and Services in accordance with the Scope of Work and Provider's warranty obligations.
24. Documents. Provider shall deliver to City no less than one (1) full set of documentation, manuals, and training materials for the Software. City shall have the right to copy such documents and materials for its own internal use of the Software.
25. Project Manager. Provider shall assign Krunal Patel as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
26. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered in person or sent via commercial overnight delivery or by certified mail, addressed to each party at the address set forth below or such other address for which a party has given notice in accordance with this section. Notice will be effective upon receipt, or within five (5) days of delivery.
City: Provider:
City of Upland Sidepath Inc.
460 N. Euclid Avenue 22892 Mill Creek Dr.
Upland, CA 91786 Laguna Hills, CA 92653
Attn: Stephen Parker, Assistant City Attn: Krunal Patel, Sr. Solutions Manager Consultant
27. City Not Obligated to Third Parties. City shall not be obligated or liable for payment hereunder to any party other than the Provider.
28. Non-Discrimination. Provider shall not discriminate in any way against any person on the basis of race, color, religious creed, national origin, ancestry, sex, sexual orientation, age, physical handicap, medical condition or marital status in connection with, or related to, the performance of this Agreement.
-8-
29. Prohibited Interests. Provider maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Provider, to solicit or secure this Agreement. Further, Provider 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 Provider, 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.
30. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.
31. Counterparts. This Agreement and any exhibits, amendments or renewals hereto may be executed in a number of counterparts, and each counterpart signature, when taken with the other counterpart signatures, is treated as if executed upon one original of this Agreement or any amendment or renewal. A signature by any party to this Agreement provided by facsimile or electronic mail is binding upon that party as if it were the original.
[Signatures on following page]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF UPLAND LICENSOR
APPROVED BY:
SIDEPATH INC.
Michael Blay
City Manager APPROVED BY:
ATTESTED BY:
Annie Chow
Director of Operations
Keri Johnson, CMC
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
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EXHIBIT A
SOFTWARE SERVICES
VMware Cloud Foundation (VCF) is the software platform that runs on the new servers. It allows the City's many applications and servers to operate as "virtual machines" that share the physical hardware, combines the storage inside the servers into a single resilient pool at each site, and gives IT staff one console to manage, monitor and update the environment. The City's current VxRail environment already runs on VMware; this continues that platform on the new hardware.
VMware is licensed by processor core. The eight servers total 128 cores (8 servers x 16 cores), licensed as a five-year subscription running October 1, 2026 through September 30, 2031 that includes VMware software support for the full term. The subscription is billed once a year at the amounts below, which are fixed for the full five-year term. It is purchased under Sidepath Quote SIDQ61357-02 through the OMNIA Partners cooperative purchasing contract (R240303) and is paid directly to Sidepath rather than through the Dell Financial Services agreement. -11-
EXHIBIT A CONT'D
SOFTWARE SERVICES
Qiy Item Code Description Unit Price =s.:.P rica OPANIA Software Sol uilone and Ser1ces contract:R240313 'Vermin Cloud Foundation-5 year 1Uf1f2 0 2 6 513 012D31 Year 1
128 V{F-CLD-FND-A Vkware Cloud Foundation 5191.12 $24Ai3.36 Star.dare:10+1.+2026
Enc date:9f30f2027
Subrafar $24,Y63.36
*' sr 2
--v VCF-CLL-FNI-A Vhfware amid Foundation 5230.04 $29A45.12 Start Date:10/1/2027
End Date:9f30f20ui
Subrotar $29,A45.12
Year3
VCF-CLD-FN D-A Vh ware C1o4.1d Foundation 5275.05 $35,334.40 Start Uatt:10+1,+2028
End Date:51.130.12029
SubToter $3$334.40
Year 4
128 VCF-CLD-FND-A VIVIware Gaud Foundation $331.27 $42A02.55 Start date:10/1/2029
End Date:9.190.12030
Subratar $42.402.56
esr 5
128 V{F{tD-FWD-A Vh4ware amid Faundatian $397.52 $50,002.55 Start Date:3.0.1..+2030
End Date:9.190.12031
Subretar S50,892.56
Payment S chedre
Year 1 Payment-Due Net 90 $24,463.36
Year 2 Payment-Due by 9/30/2027 $29,445.12
M :4J have any q.tesuarrs regarbrlgttfsquotaIon,pease carrla= Knn31 Patel I (949)395-3743 I krona gal iepath.c rll
This dociarienfIS propriefafy ice coni5oinp&tr and ft ellP Jd I Safely for the re6p1CnL he pal ofdis Moment may be['WeseC in any manner rt}a Midi parly who is nor afhAaIIed with dre rndpierrt BYlmeth- VCF 120C E VR
City Item Code Oeaa1p11on Will Price Ext Price Year 3 Payment-Dur by 9.30...2028 $35..334.40 Year 4 Payment-Dur by 9}30/2029 $42,A02.56
Year 5 Payment-Dur by 9/30/2030 $50,0:02.55
Proment rerne ear ano tom: Net 30
Prthp Does nut fl0 SaI Tax cc SYrlpIp7lendhp utrm%metrical).sty]Inq.oe.
C145►rprenF: C Aeedraic Waste Rericlna InWeete.]=re xll applym Whips.or 46kts. Rogue Total $162,52E10 -12-
EXHIBIT A CONT'D
SOFTWARE SERVICES
MANDATORY FLOW DOWN AND ADDITIONAL TERMS FOR END USERS:
Farther shall,either itself or cause its rc_ollers to flow dawn the following additional terms to the end user One "Additional Terms•}_CA Inc_is the successor in interest for all Symarrtec or Vldware product families which are available from the Broadcom selling en'i'3r quoting such offerings in the United States_CA Programas de Computador,Part e Sem Ltda.is the successor in interest for all Symantec or VMware product families which are available fmrn the Broadcom selling entity quoting such offerings in Brazil.VMware International Unlimited Company is the successor in interest for all Symantec or CA product families which are available from the Broadcom selling entity quoting such offerings anywhere else in the world.Broadcorn Government Solutions LLC is the successor in interest for all Sym3rrtec or Miware branded enterprise offerings, requiring US Government cleared resources,which are available from the Broadcom selling entity quoting such offerings in the United States.
END USER TERMS
The use of these offerings are governed by thc-so ordering terms and conditions as well as:(a)either(i)the Broadcom terms and conditions published at httosJIbrnadcan.cordlicensing,or Ili}the fully executed agreement by and between and the End User and an applicable Broadcoro entity govemi ng the CA,Syrn3ntec,or VMware branded offerings ordered in this Order referenced alcove as End User Master(provided that any terms that purport to protect any future pricing between the parties and any purported rights to host Broadoorn Offerings on the behalf of an unrelated third party shall be deemed null and void for purposes of this Order),(b)the Specific Program Deournentation(the"SPD") located at hupslrlegaldocs_br€adcom.com andlorSaaS Listing applicable to the Broadcom Software,and SaaS located at htips_+llegaldocs_broadcom.cam(c)the applicable maintenanca'support policies andtor guidelines located at https:lldocs.broadaom.corrado s tiroada3rrrmaintenance-polity-handbook...(or successor L RL)and(d)the addtional terms hereon(collectively,the'End User Tom'),which Partner agrees to ensure such terms are presented to and agreed by the End User along with the additional flan down terms nc[ed below before or at the time of closing the End User transaction.Any terms that may appear on Partners purchase order that vary Tom or purpartto add to the End User Terms(including,without!irritation,pre-printed terms)are deemed not appended,inapplicable,and void.
TERMINATION FOR CONVENIENCE
End User agrees rt cannot terminate this Order without cause and receive a pro-rata refund of fees not yet incurred, notwithstanding any express or implied right under any legal or equitable theory.For purposes of clarity,in the event End User exercises any right to terrrtinate for convenience under any other contract with Brnadcorn Ina,along with all its world-wide subsidiaries{collectively,for purposes of this se.ion"Broadcom'},any language in such contract requiring termination of all Broadcorn agreements shall no(apply oo this Order and this Order shall remain in full forte and effect End L ser understands and agrees that any notice of termination of this Order,other than for an uncured breath by Broadcom,shall not relieve Customer of its obligation to remit any and all remaining paymerrt(s)curtained herein and shall not give rise to any right to a refund of any amount paid hereunder.
PUBLICITY
Broadcom is authorized to use the End User trademarks,service marks,logos,certifications,designations and insignias in connection with press and earnings.releases. In addition,CA is authorized to use a specific designation(such as preferred business partner etc.)it may have in describing its relationship to End User.
ASSIGNMENT
Wither Party shall assign the End User Terms or any of its rights or delegate any of its duties under the End User Terms,either by operation of law,agreement,Of any other process,without the prior written consent of the other Party, except that Broadcom shall have the right to assign the End User Terms or any or its rights or delegate any of Ns duties under the Agreement at any time to any Broadcorn Affiliates)or to a successor in interest of all or substantially all of the business to which the End User Terms relate.Subject to the foregoing,the End User Terms will be binding upon, enforceable by,and inure to the benefit of the parties and their respective successors and assigns.Any attempted assignment in violation of this section shall be null and void_'Affiliate"shall mean any person or entity which directly or indirectly owns,controls,is controlled by,Of is under corrrnan control with a party,where control is defined as owning or directing more than fifty percent(5O%)of the voting equity securities or a similar ownership interest in the controlled entity.
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EXHIBIT A CONT'D
SOFTWARE SERVICES
NON MAINFRAME REPORTING
Except as may be prchibi-ed by law,for are:(i)frornthe VMnare Cloud=oundation business uni:which is version 9 or higher.and(ii)from the Application Networking and Security business unit which is VMware vDefend version 9 or higher,and VMwareAvi Load Balancer version 32 or higher{collectively,''VCF and ANS Scftwar',End User is required,when explicltly nosed in the applicable SPD,to provide Broadoom with a regularly scheduled verified report detailing End User's installed base and license compliance for such VCF and A.NS Software using the format and process specifhed by Broadcom from time to lime("Compliance Repair).In order to fulfill such reporting requirements, End User must ensure that the Compliance Repot files generated by the applicable VCF and ANS Software are either transmitted by the VCF and ANS Software or uploaded by End User on the schedule required in the SPD and in accordance with the product Documentation_The VCF and ANS Software Documentation and SPDs set forth any impacts to the product functionality or other consequences of End User's failure to transmit or upload a timely, unaltered Compliance Report End User assumes any and all risks associated with the loss of any and all functionality and access to updates,upgrades and patches when caused by End User's failure to provide timely,unaltered Compliance Reports.
MIGRATION
End User understands that Broadoom may migrate a previously licensed software(the'"Original Product(sr)to a new software product(the"Migrated Produci(s)"}.It is the End User's responsibility to understand which products herein may be migrated products.My migrated products are provided in consideration of Original Product(s)being terminated_End User shall cease using and de-install the Original Prod ucts)following a transition period riot ID exceed ninety(90)days, as of the date cf receipt of he Migrated Prcduci(s};The Migrated Product(s)are subjetito the End User Terms, including all financial obligations relating to the Original Product(s)which reran valid and enforceable and are applicable to the Migrated Product(s).Prior o execution of this Order,End User should enure it understands the migration for the products licensed herein.Execution of this order shall constitite acceptance of such migration and shall also constitute a representation and warranty by End User that it has reviewed and fully understands same.
Migration path for licensed products can be obtained at https:kwww.bc adoom.com+doc pr uct-migration(or successor URL).
SOFTWARE SUPPORT AVAILABILITY
End Laser understands that Brnadcam may either(i)stabilize software in which no future enhanceiiierib,versions, releases,development,or service packs are planned,or(ii)the software may be end of life or a particular version is end of service in which Braadc •ri Icnger pnxide(a)operational or technical support and(b)develop and provide new enhancements,feat-es._p -aces,service packs,and fazes for the software offering(the'So tware Support Availabi lit ').Prior to acceptance of;his Cider,End User should ensure it understands the support far the products licensed herein.Acceptance of this order shall constitute acceptance c such support and shall ako constitute a representation and warranty by End User that it has reviewed and fully understands same.Software Support Availability for licensed products can be obtained at httpslfxrww.broadccm.ccm+docsiendcfsupport(a SUCeeSsor URL}.
PERSONAL DATA
End User acknowledges and agrees that Br adcom wi Il process Personal Data as part of the provision of the Br adoam Offerings in accordance with Broadcans Privacy'olicyard Notice located at:
https:O www.broadcomw_coon'campanyelegaliprivacyrpolicy(Dr successor URL)_Where Broadcom is a data processor for End User under the applicable local legislation.Broadcomis processing shall be subjectto and in accordance with Braadco r s global Data Processing Addendum('LPA")located at https:aloes broadcom.c omidax+globa1-oustamers-dpa(or suaxssar URL),i nduding the relevant Standard Contracting Clauses('SCC")located at:https:ll www.broadoom.comrcompany+legaVprivacy dat-transfers for successor URL}for international data transfer incorporated therein.End User has been advised that during the term of this C Jci Broadcom will collect Personal Data and process it as a Controller pursuant to the Privacy Policy and to the extent perrnittted by GDPR,art:krthe Swiss Federal Data Protection Actand+or other applicable local legislation_ NOTICE
Any notice required or permitted by the End User Terms shall be given in writing and will refer to the End User Terris.
Legal notices to Broadcom will be serrt to legal-notice.pol©broadcom.com and all other notices will be personally delivered or sent by reputable overnight o7uriersenrice(e.g.,FedEx,UPS,DHL,etc.),electronic transmission(email or posting to a Broadoom customer portal)or registered a certified mail{return receipt requested}to the other Party's legal departrmerrt at the address set forth in the Governing Cone or other address if updated by notice or for Broadcom,as posted to https:;" www.broadeoracomioompanyelegalelicensing+notice(cr successor URL).Notines shall be deerred effective upon electronic confirmation;and if delivered via certified mail or overnight°Duller,notice shall be deemed effective upon confirmation of delivery.
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EXHIBIT B
INSURANCE REQUIREMENTS
1. Insurance. Provider shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Provider shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of Upland, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Provider's and its subconsultants' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
b. Commercial General Liability
(i) The Provider 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:
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 Contract (8) Broad Form Property Damage
(9) Independent Consultants 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 elected and appointed 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. -15-
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Provider shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its elected and appointed 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.
d. Workers' Compensation/Employer's Liability
(i) Provider 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 Provider has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Provider 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.
Provider 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.
e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Provider 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 coverage specifically designed to protect against acts, errors or omissions of the Provider. "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. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Provider shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. -16-
g. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury,
and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and aggregate (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. h. Evidence Required
Prior to execution of the Agreement, the Provider 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.
i. Policy Provisions Required
(i) Provider shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Provider shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non- payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Provider 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 Provider'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.
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(iii) The retroactive date (if any) of each policy is to be no later than the Effective Date of this Agreement. Provider shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Provider 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 waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Provider or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Provider hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Provider from liability in excess of such coverage, nor shall it limit the Provider'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.
j. 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:Vlll 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.
k. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Provider, 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 Provider 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 Provider or City will withhold amounts sufficient to pay premium from Provider payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Provider to provide complete copies of all insurance policies in effect for the duration of the Project. -18-
(iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
I. Subconsultant Insurance Requirements. Provider 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 Provider, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
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c.���OE UPLq$
/ CITY OF UPLAND
BUDGET AMENDMENT
44 2-F0,0t
Date: 10/12/2026 Fiscal Year: FY26-27
Requested by: Charles Kwon Amount: $ 412,769.00 Dept/Div: Finance Description: Update&Replacement of Virtual Server Environment- Sidepath Inc.
EXPENDITURES
Proposed
Account Number Dept/Account Description Adopted Budget Current Budget Amendment Amended Budget 7531401-5239 Info Sys/S/W Subscriptions 1,463,470.00 1,463,470.00 182,528.00 1,645,998.00 7531401-5252 Info Sys/ Prof Svcs - - 47,500.00 47,500.00 7531401-5530 Info Sys/ Mach &Equip 50,000.00 50,000.00 182,741.00 232,741.00 Total 1,513,470.00 1,513,470.00 412,769.00 1,926,239.00
REVENUES
Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget Total - - —
Fiscal Impact 412,769.00
REASON/JUSTIFICATION (Please be specific)
O Appropriations per City Council approval
❑ Reallocation of maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant, donations of other sources (deposit) ❑ Emergency purpose:
Description of Expense:
O Other- Explain:
PROFESSIONAL SERVICES AGREEMENT WITH SIDEPATH, INC. FOR THE UPDATE AND REPLACEMENT OF VIRTUAL SERVER ENVIRONMENT; No additional appropriration required from the COPS fund as the amount is currently budgeted in FY27.
This request is directly related to:
❑ Purchase Requisition No. Vendor:
El Council Meeting action: 10/12/2026 (Attach copy of minutes) Increase Purchase Order# OR Requisition #
APPROVALS
Dept Head Approval: Date:
Deputy Director of Finance: Date:
Funds Available? ❑Yes ❑No
o Approved ❑ Denied
City Manager*: Date:
*Not required if approved by City Council
Comment:
Finance Division Only:
BA#: 04276026 Help Ticket#: N/A
Journal #: Initial/Date:
Revised:7/2026 Page 3718/m6523 PM
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`tCALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
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California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.
The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.
Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.
As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Long Beach and is a public record. If you have any questions about this form, please contact your City representative for assistance.
1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s):
X NO
2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
X NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application. c—DocuSignedd�'by:
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10/6/2026 '-1A818889A031494
Date Signature of authorized individual
Sidepath Inc.
Company/Applicant Name
(Levine Act definitions on reverse side)
LEVINE ACT DISCLOSURE STATEMENT DEFINITIONS
Term Definition Law
A proceeding to grant, deny, revoke, restrict, or modify a license, permit or other entitlement for use, that
does not solely involve purely ministerial decisions
and is:
Covered (1)Applied for by the party; FPPC Reg 18438.2(a) "proceedings" (2) Formally or informally requested by the party; or (3)A contract between the agency and the party or a
franchisee granted by the agency to the party, other
than a contract that is competitively bid, a labor
contract, or a personal employment contract.
Any person who files an application for, or is the
Party subject of, a proceeding involving a license, permit, or Gov. Code 84308(a)(1) other entitlement for use.
Any person who is not a party but who actively
supports or opposes a particular decision in a
proceeding involving a license, permit, or other
entitlement for use and who has a financial interest in Gov. Code 84308(a)(2) Participant the decision.A person actively supports or opposes a FPPC Reg 18438.4 particular decision in a proceeding if that person
lobbies in person the officers or employees of the
agency, testifies in person before the agency, or
otherwise acts to influence officers of the agency.
A person who represents a party or participant for
compensation and appears before or otherwise
Agent communicates with the governmental agency for the FPPC Reg 18438.3 purpose of influencing the pending proceeding. See
FPPC Reg 18438.3 for exceptions for certain
consultants.
A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or, if the FPPC Reg Competitively Bid successful bidder refuses or fails to execute the 18438.2(a)(3)(A) contract, to the next lowest bidder with a responsive
bid.
A contract or agreement reached through collective
bargaining or with a representative group regarding
Labor Contract the salary, benefits, or terms and conditions under an FPPC Reg employment or retirement policy for employees or 18438.2(a)(3)(B) retirees, including a project labor agreement entered
under Public Contract Code Section 2500.
Personal A contract for employment, including the terms and Employment conditions of employment, between the agency and FPPC Reg Contract an agency employee.A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.
4c °v °p`q� CITFUP LAND
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.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: October 12,2026
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: SIDEWALK MANAGEMENT REPORT UPDATE 2026
RECOMMENDED ACTION:
It is recommended that the City Council receive and file the presentation on the state of the City's sidewalks.
GOAL STATEMENT
The proposed action supports the City's goal of continuing to maintain and improve the City's sidewalks by ensuring the expenditure of public funds is utilized in a manner that will maximize the community's return on investment.
BACKGROUND
The City of Upland's network of sidewalks is an essential asset for the community's quality of life. Representing more than$100 million in direct replacement costs,this network consists of 342 miles of sidewalks and 4,406 curb ramps.
Beginning in 1978,the City operated under an approved sidewalk repair program that primarily focused on temporary repairs, with only occasional permanent repairs funded through discretionary resources. However, these permanent repairs were inconsistent and lacked a structured approach.
On October 11, 2021, the City Council approved the American Rescue Plan Act (ARPA) Investment Plan and identified a sidewalk inventory and repair master plan as one of its first expenses.
On August 8, 2022,the City Council approved a contract with Infrastructure Management Services, LLC (IMS) for the 2022 Citywide Sidewalk Masterplan which included scanning all the city's sidewalks to assess and score their condition. The findings were presented to the Public Works Committee on April 30,2024.
On October 28,2024,the City Council received a report on the City's sidewalks which identified the average Sidewalk Condition Index(SWCI)as 55—on the lower half of the Fair category requiring Critical rehabilitation options.
ISSUES AND ANALYSIS
In 2024 when the scan was completed,the City's average overall sidewalk condition index(SWCI)was 55 with a$29 million backlog of repairs. The analysis by IMS at that time indicated the City would need to invest $2 million per year to adhere to the master plan, however that number did not factor in inflation or other economic factors which impact future prices.The City's current approved budget for sidewalk repairs is$300,000 per year-a shortfall of$1.7 million. When combined,these annual shortfalls plus the backlog of repairs has grown to more than$31 million and will continue to grow,as will the number of liability claims the City receives each year,if significant investments into sidewalk repairs and rehabilitation are not made.
Additional funding is needed to course-correct the City's SWCI and continued degradation.And,although the Public Works Department (PW) has recently added new positions to the department, total staffing levels continue to fall significantly below regional averages and has zero administrative support in its Operations Division - leaving engineers, supervisors,managers and a deputy director to fulfill those duties.PW staff will continue to work towards identifying securing additional funding and staffing resources to improve the City's SWCI to a goal of 76-80.
ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA).According to Section 15378 of the CEQA Guidelines,the proposed action does not meet the definition of a"project"under CEQA and is therefore exempt.
FISCAL IMPACTS
There is no fiscal impact associated with this action.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.