Upland City Council
January 24, 2022

3 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.

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. (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.

4 (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
(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

5 include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage

Automobile Liability $1,000,000 combined single limit Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)

(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any

6 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:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

7 (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.

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

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),

8 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.

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

9 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 a Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

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

21. Notice

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

DISTRICT:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Manager
CONSULTANT:

Complete Paperless Solutions
5031 E. La Palma Avenue, Suite 206
Anaheim, CA 92807

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,

10 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, 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, n o director, official, officer or employee of City, during the term of his or her service with City, shall

11 have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

[SIGNATURES ON FOLLOWING PAGE]

12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

AND COMPLETE PAPERLESS SOLUTIONS (CPS)

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

CITY OF UPLAND Complete Paperless Solutions (CPS)

By: By:

Michael Blay
City Manager Its:

Printed Name:

ATTEST:

By:

Keri Johnson
City Clerk

13 EXHIBIT A
Scope of Services and Schedule of Charges.

Scope of Work
Scope Description

The scope of this project consists of the set-up and design of Laserfiche Rio SQL Server on- premises. The set-up will include 25 named full users, Standard Public Portal with 25 concurrent views, Forms Professional, Forms Portal, Quick Fields Complete, Quick Fields Agent, Workflow, Import Agent and WebAccess. Set up services includes configuration of the Laserfiche software, consultation and configuration of the repository structure and design based on the Customer’s retention policies, and the conversion of the existing Questys database.

Multiple end user training classes will be included as well as separate trainings for Admin, Workflows and Forms, as well as Quick Fields.

Scope Definition

The following scope of the project includes:

Project Management – 4 Days

Initial Project Planning
• Review of project requirements, project plan creation, timeline development, and resource allocation

Project Management
• Professional project management services from Complete Paperless Solutions o Project plan development
o Kick off meeting
o Project status meetings
o Project status updates

• Documentation
o Solution documentation
o Training documentation

Training – 8 Days

• Laserfiche server, client, import and scanning, and business process components • Import and Capture Training
o Laserfiche Scanning

14 o Import Agent

• Search and Retrieval Training
o Laserfiche thin and thick Client

• Laserfiche Administrator Training
o Security
o User configuration
o Volume configuration
o IT

• Laserfiche Workflow and Forms Training
o Workflow Designer
o Forms Designer

• Laserfiche Quick Fields Training
o Creation and design of Quick Fields sessions

Installation, Repository Design and Configuration – 3 Days

• Retention Policies
• Folder Structure
• Naming Convention
• Template and Field Design
• User license allocation and security
• Storage Volumes
• Public Portal Design

Conversion – Questys

• 94 Gb of data
• No retention
• No annotations

Project Contingency

Additional project time to account for unforeseen tasks or time necessary to complete in scope requirements

No specific forms or workflows have been included in this Scope of Work and would need to be purchased separately.

BY COMPLETE PAPERLES SOLUTIONS - ANAHEIM, CALIFORNIA

LASERFICHE AVANTE ON-PREMISE PROPOSAL

City of Upland

- 1 - City of Upland

5031 E. La Palma Avenue, Suite 206
Anaheim, CA 92807
tel: 866-661-2425 fax: 714-716-8215
www.cps247.com
Letter of Transmittal

January 18, 2022

City of Upland
460 N. Euclid Avenue
Upland, CA 91768

Dear Lauren,

We are pleased to submit the attached proposal for the Laserfiche Rio with 25 named users.

Complete Paperless Solutions, LLC (CPS), located in Anaheim, is a Platinum Certified Solution Provider (SP) of the award-winning Laserfiche™ Enterprise Content Management solution as well as a respected systems integrator and consultancy.

CPS helps Local Agencies like the City of Upland to meet the challenge of providing a greater transparency by making information publicly accessible and streamlining public records request with DoD 5015.2 -certified records management and Trusted Systems while simultaneously working in a high-demand, electronic records-intensive environment.

Our support and professional services team has over eighty years combined experience with the proposed services and solution and is currently maintaining over one hundred and thirty similar systems in the United States.

We would be pleased to discuss any aspect of this proposal and to provide additional information related to our proposed solution or ability to deliver.

We look forward to your positive review of this proposal and to answering any questions that may arise.

Sincerely,
Jamie Dunn
Vice President of Sales

- 2 - City of Upland

Table of Contents

Letter of Transmittal .................................................................................................................................. 1

1. Company Profile ................................................................................................................................. 2 a. Organization Chart ................................................................................................................................................................ 3 b. Project Team............................................................................................................................................................................ 4

2. Support and Maintenance ................................................................................................................. 10 a. Support Contact Information .............................................................................................................................................. 10 b. Basic Support Level ................................................................................................................................................................ 10 c. Priority Support Level ........................................................................................................................................................... 10 d. CPS VIP Support Level ........................................................................................................................................................... 11

3. Pricing Proposal ................................................................................................................................ 12 a. Laserfiche Rio* .......................................................................................................................................... 12 b. Laserfiche Rio Support Services................................................................................................................ 13 c. Professional Services ................................................................................................................................ 13 d. Turnkey Solutions ................................................................................................................................................................... 14

4. Payment Terms ................................................................................................................................ 15

5. Acceptance ....................................................................................................................................... 15

1. Company Profile

- 3 - City of Upland

Complete Paperless Solutions (CPS) is headquartered in Anaheim with offices in Paso Robles and Vista. CPS has been in business since 1996 and is an employee owned company and employs ten (10) staff members.

CPS is currently assisting and supporting over one hundred and fifty clients on a nationally with the majority in California and the minority in Florida, Louisiana, Massachusetts, New York, Pennsylvania, Texas and Wisconsin.

CPS has the highest ratio of support engineers per customer in California compared to all other Laserfiche resellers. CPS is also a proud sponsor of MISAC, CCUG, CLEARS, CLETS and CCAC.

With over 100 years of combined experience in content management know-how, CPS is an award-winning, premier reseller of Enterprise Content Management Products (ECM). In fact, over the years we’ve become California’s “go-to” ECM vendor of choice. CPS’s portfolio of skills includes: full in-house support, business and systems analysis and development and customization resources. Our ability to integrate with existing applications and make content management “work how YOU work” is unparalleled. Additionally, both private and public-sector clients recognize that CPS is “THE” systems integrator when it comes to meeting both governance and compliance statutes. Whether implementing a paperless-invoicing process or enhancing client/case management, CPS has created and implemented systems for law enforcement, clerks’ offices, county and local governments, courts, schools, legal services, property management, billing services, manufacturing and many, many more.

A representative sampling of some of our customers would include the Cities of Bakersfield, Big Bear, Chowchilla, Coachella, Claremont, Ceres, Cerritos, Commerce, Covina, El Centro, El Monte, El Segundo, Encinitas, Fontana, Fountain Valley, Gilroy, Grand Terrace, Huntington Beach, La Habra Heights, Irwindale, La Quinta, Lodi, Menifee, Montclair, Montebello, Murrieta, Pismo Beach, Porterville, Rancho Mirage, Redondo Beach, Rosemead, San Bernardino, San Jacinto, San Rafael, Santa Clarita, Seal Beach, Taft, Torrance, West Covina, Westminster and Yucaipa just to name a few.

The first Laserfiche installation by CPS was in 1997 for the San Luis Obispo Sheriff Department who is still using Laserfiche and has been with CPS for 21 years. Our customer centric business model promotes long term relationships stemming from excellent service, fair pricing and good old-fashioned knowhow.

Our largest implementation is Spindletop of Beaumont Texas and part of the East Texas Behavioral Health Network (ETBHN). Spindletop has a Laserfiche RIO solution that includes 227 named users, 1,546 read only users and a Public Portal for unlimited users.

We would also like to mention that 70% of our customer base was implemented by CPS while the other 30% was inherited from other Laserfiche Certified Resellers who did not meet the customers’ expectations

a. Organization Chart

- 4 - City of Upland

b. Project Team

The Anaheim office staff and software engineers will provide service and support for the City of Upland and will assist you in the support, design, implementation, and training of the Laserfiche application. We currently have six (6) software engineers and three (3) application developers.

Communication between the City of Upland and CPS will be the essence of a successful implementation.

Therefore, Jamie Dunn will be the executive coordinator and main contact. Prior to joining CPS, Jamie was an Account Manager of a different Laserfiche Value Added Reseller (VAR).

CPS’ Professional Services team lead by Joseph Mempin will assist the City of Upland in the implementation of the Laserfiche Avante or Cloud. Resumes to follow…

Tom Ziencina
Chief Executive Officer
Arsene Hanssens
C.T.O – Programmer –
Laserfiche Support
Engineer
Greg Heim
V.P. – Sales –
Laserfiche Support
Engineer
Joe Mempin
V.P. Professional
Services Group –
Programmer –
Laserfiche Support
Engineer
Roland Acton
Programmer
Claude Schott
Chief Financial Officer
Danene Schott
Office Manager
Nina Escolada
Laserfiche Support
Engineer
Joseph Uyan
Laserfiche Support
Engineer
Terrence Srey
Laserfiche Support
Engineer
Jamie Dunn
V.P. – Sales –
JM

- 5 - City of Upland

Joe will coordinate with Arsene Hanssens the conversion of SharePoint and files on the server.

SUMMARY
Manages a professional services team which executes the technical responsibilities of the company. Responsibilities include project management, project deployment, obtaining requirements for new software development, training, and technical support. Also responsible for customer consultation for product growth and custom application development. Current focus for company is to manage projects for software deployment and implementation.

SKILLS
Programming Languages
• Microsoft .NET Development Platform
• JavaScript
• Visual Basic
• VBScript

Environments and Systems
• SQL Server
• Microsoft Windows
• Unix
APIs and SDKs
• Visionshape SDK
• Laserfiche SDK

Applications
• Microsoft Office Suite
• Microsoft Project
• Mind Map
• Microsoft Visio
• Asana

EXPERIENCE
Complete Paperless Solutions (formerly Datanet Solutions) / Project Manager 04/2005 – Present • Responsible for successfully managing the deployment of over 30 Laserfiche installations for Municipalities (10), Law Enforcement Agencies (3), Non-Profits (5), Utility Agencies (7), Education (2), Unions (2), and Private Companies (7). Five of the deployments follow California Trusted Systems • Responsible for successfully executing 10 conversions for SIRE (3), SharePoint (1), Questys (2), On Base (1) and Windows File Systems (3).
• Responsible for successfully deploying Records Management Edition for Laserfiche for Municipalities and Utilities Agencies.
• Participated in the design and deployment of numerous integrations for Laserfiche with SharePoint, Accela, OpenGov, Payroll Systems, Siebel, Anoto, Check21 systems, Content Management Systems, and customers’ In-House applications.
• Responsible for technical support for all escalated Complete Paperless Solutions products. • Authored Knowledgebase articles, procedural instructions for customers, technical tips for CPS newsletters, and creation of internal procedures for technical support and product deployment. • Participates in consultation with existing customers about their current processes and how to improve them.

EDUCATION
• Bachelor of Science in Computer Information Systems from DeVry University (Summa Cum Laude). • Laserfiche Platinum, Administration, Business Process Design, and Records Management certified.

Joe Mempin [email protected] | 714-335-8877
Arsene Hanssens
[email protected] | 714-292-4759 AH
H

- 6 - City of Upland

SUMMARY
Currently manages a development team which creates applications for system conversions and systems integration.

Also developed and manages customer custom applications for image management, timecard management software, data transformation software, and property management software.

SKILLS
Programming Languages
• Microsoft .NET Development Platform
• C
• C++
• VBScript
• JavaScript

Environments
• Microsoft Windows
• MS-DOS
• Unix
• Linux
APIs and SDKs
• Pdflib SDKs
• Anoto Digital Pen SDK
• Vision Objects ICR SDK
• Fulcrum OCR SDKs
• ABBY FineReader SDKs
• Laserfiche SDK

Applications
• Microsoft Word, Excel, and Access
• Adobe Acrobat

EXPERIENCE
Complete Paperless Solutions / Software Engineer 05/2010 - Present Managed all development projects. Multiple conversions from older document management system such as SIRE, Liberty, Questys, SharePoint, and File Systems were converted to the Laserfiche electronic document management system. Most custom projects utilized the Laserfiche SDK to solve the customer's particular document management issues.

Datanet Solutions / Software Engineer 02/2006 – 05/2010 Directed ongoing document management software solutions with Laserfiche as the main EDMS system. Led the creation of development infrastructure that emphasized add-ons and new features to existing products without compromising backward compatibility. Supervising full execution of numerous document management repository- based customized projects.

EDUCATION
Master of Science in Solid State Physics from University of Gent (Belgium) Roland Acton
[email protected]
RA

- 7 - City of Upland

To follow Terrence Srey and Joseph Uyan will assist Joe and Arsene with the implementation and set up of the system and training.

SUMMARY
23 years of experience writing applications and toolkits in the document imaging industry in C++ and C#. 14 years of experience writing client/server applications in C#.

SKILLS
Programming Languages
• Microsoft .NET C#
• ASP.NET, ASP.NET MVC, ASP.NET Core
• C++
• JavaScript
• Java

SDKs
• Pdflib SDKs
• Anoto Digital Pen SDK
• Vision Objects ICR SDK
• Laserfiche SDK
Environments
• Microsoft Windows
• Unix
• Linux
• SQL Server
• Android
• Firebird
• Silverlight

EXPERIENCE
Complete Paperless Solutions / Software Engineer 04/2010 - Present Responsible for developing and maintaining computer programs related to document imaging and document management systems, primarily client/server products. Wrote and maintained a large portion of the code in many enterprise-level systems. Most of those systems were either a front end to Laserfiche or Laserfiche was the back end of the developed system.

Datanet Solutions / Software Engineer 08/2006 – 03/2010 Responsible for developing and maintaining computer programs related to document imaging and financial applications, primarily client/server products. Wrote and maintained a large portion of the code in Checkmation (a remote check21 processing and deposit system) and Accent (a timesheet management system).

EDUCATION
• Bachelors degree in Computer Science from California State Fullerton Terrence Srey
[email protected] | 714-336-6803

- 8 - City of Upland

SUMMARY
Over 15 years of experience integrating enterprise content management systems and developing business processes for multiple industries with varying compliance and regulatory demands while also maintaining strong client relations. Began career as a scanner operator while maintaining scanner hardware and capture software environments. Developed keen knowledge of all aspects of the Laserfiche Suite of products. Cultivated 12+ years of experience working with both public and private sector clientele to develop streamlined business systems and best practices.

SKILLS
• Laserfiche System Architecture
• Laserfiche Workflow/Process Automation
• Laserfiche Forms/Business Process Module
• Laserfiche Capture Modules
• Fujitsu Scanner Product Line
• Canon Scanner Product Line

EXPERIENCE
Complete Paperless Solutions / Professional Service Group 02/2004 - Present • Scanning bureau manager that coordinated multiple active scan jobs to ensure punctual delivery. Lead a team of scanning operators. Maintained both hardware and scanning software environments. • Tested and bug-tracked scanning software that was internally developed. • Provided onsite and over the phone technical support for Laserfiche products. • Authored and maintained support case documentation for future reference • Analyze client’s business processes to develop streamlined digital approaches to current manual processes while also addressing known and predetermined pitfalls in the process. • Construct Laserfiche Workflow business processes and create documentation for system administration and end users.
• Provide live, interactive training for administrative and end users while also serving as the primary representative for product support.

EDUCATION
Devry University / Associate of Science in Electronics and Computer Technology Laserfiche / Forms Design and Usage Certification
08/2001 – 02/2003
Current

TS
Joseph Uyan
[email protected] | 714-336-7258
JU

- 9 - City of Upland

SUMMARY
Member of the CPS Professional Services team with over 18 years of experience in the implementation, configuration, support and troubleshooting of the Laserfiche software.

SKILLS
• Strong analytical and problem-solving skills
• Strong written and verbal communication skills
• General IT knowledge of Windows server/client
operating systems
• Knowledge of Web and SQL servers (IIS, MSSQL)
• Familiarity with AWS
• Understanding of records management concepts
and best practices

EXPERIENCE
Complete Paperless Solutions / Professional Services Group 08/2005 - Present • Primary responsibility in the immediate response and resolution of client needs • Sharing in the duties of technical support and professional services • Project management in the analysis, planning and implementation of turnkey solutions • Performing remote and onsite installations, system inspections and end-user training • Providing consultation in the configuration, system design, best practices, and usage of the Laserfiche software
• Providing post-implementation support, troubleshooting and maintenance • Assisting in areas of pre-sales and sales demonstrations • Performing software testing and bug verification for the CPS software • Working with developers to troubleshoot, recreate and resolve complex issues • Participated in the development of end-user education and documentation

EDUCATION
California State University Long Beach 05/1996
• School of Business Administration, B.S. in Financial Management

- 10 - City of Upland

2. Support and Maintenance

Laserfiche Software Assurance Plan (LSAP)
The proposed solution includes the Laserfiche Software Assurance Plan (LSAP) for one year with options for annual renewal. Customers with current LSAP are provided unlimited telephone technical support and software updates. Technical support (under the LSAP agreement) includes unlimited email, telephone and remote access to address problems related to system configuration or performance. While guaranteed response times are dictated by the terms of the support agreement, most support calls are taken live and resolved within a single call.

All support calls are logged in a case management system and assigned priority and severity levels that will be escalated (if necessary) to the development team and what lengths are necessary to address them such as providing hotfixes or point releases of the software. All customers with current LSAP are granted access to the Laserfiche Support Site where an abundance of knowledgebase documents can be used to support your internal IT team and Laserfiche users.

Note: Ninety-five (95) percent of support issues taken by our team have “First Call” resolution and are usually resolved within one hour.

a. Support Contact Information

• Support services are provided directly by CPS
• Our toll-free support number: 866-661-2425
• Non-emergency support calls can be directed to ([email protected]) or via our website ( http://www.cps247.com/Support/SubmitTicket.aspx)

b. Basic Support Level

• Monday to Friday during normal business hours from 8:00AM to 5:00PM PST • Next business day guaranteed response time

c. Priority Support Level

• Monday to Friday during normal business hours from 7:00AM to 6:00PM PST. • 2 hours guaranteed response time
• Free remote upgrades
• Dedicated engineer

- 11 - City of Upland

d. CPS VIP Support Level

To create the least amount of burden on the IT staff, and to optimize the benefits of your Laserfiche software we recommend our VIP support package. Our VIP program offers the followings:

• Monday to Friday during normal business hours from 7:00AM to 6:00PM PST. • 2 hours guaranteed response time
• Free onsite upgrades
• A dedicated support engineer will serve as the primary contact for Laserfiche support through a direct telephone line.
• Unlimited onsite training
• Next day onsite support guaranteed if remote issue non-resolved • Unlimited onsite support
• Preventive Maintenance: 2 on-site visits per year to ensure optimum system functionality • Preferred pricing on specific integration and development projects • Free enrollment to the Laserfiche Conference (unlimited access) • No travel cost

- 12 - City of Upland

3. Pricing Proposal

a. Laserfiche Rio*

Laserfiche Rio is positioned to be an Enterprise Software Solution for organizations. Out of the box, Rio offers all the features listed above inclusive of Avante as well as the features listed below. The City of Upland has chosen to add additional modules which are also listed below in the price list.

o Unlimited Repositories
o Unlimited Servers
o Advanced Audit Trail
o Web Administrative Console
o Digital Signatures

Description Quantity Public Price
Laserfiche Named users, incl. thin client, Email, Snapshot, Advanced Audit Trail, Office Integration, Digital
Signatures, and Forms Essentials
25 $25,875.00
Laserfiche Standard Public Portal (25 Concurrent Views) 1 $25,000.00 Laserfiche Forms Professional ($103.50/User)** 25 $2,587.50 Laserfiche Forms Portal 1 $7,995.00
Quick Fields Agent 1 $10,000.00
Quick Fields Complete incl. Validation and Real-Time
Lookup, Zone OCR, Forms Alignement, Forms
Identification, Forms Extractor, Optical Mark Recognition and Auto Stamp, Redaction, Bates Numbering, and
Document Classification
1 $15,000.00

Sub-Total

$86,757.50

Total Software

$86,757.50
* Laserfiche Rio incl. Workflow, Unlimited Servers and Repositories, and Web Admin Console **Must match Full User Count on configuration

- 13 - City of Upland

b. Laserfiche Rio Support Services

Description Quantity Public Price
Laserfiche Named users, incl. thin client, Email,
Snapshot, Advanced Audit Trail, Office Integration,
Digital Signatures, and Forms Essentials
25 $5,175.00
Laserfiche Standard Public Portal (25 Concurrent
Views)
1 $5,000.00
Laserfiche Forms Professional 25 $517.50
Laserfiche Forms Portal 1 $1,600.00
Quick Fields Agent 1 $2,000.00
Quick Fields Complete incl. Validation and Real-
Time Lookup, Zone OCR, Forms Alignement, Forms
Identification, Forms Extractor, Optical Mark
Recognition and Auto Stamp, Redaction, Bates
Numbering, and Document Classification
1 $3,000.00

Total Laserfiche Support

$17,292.50

c. Professional Services

Description Quantity Public Price
Project Management 4 $6,400.00
Installation and setup 1 $1,600.00
Taxonomy and Design 1.5 $2,400.00
Training: Admin Level I 2 $3,200.00
Training: Workflow and Forms 3 $4,800.00
Training: Quick Fields .5 $800.00
End User Training (multiple classes) 2.5 $4,000.00
Weblink Public Portal Design .5 $800.00
Questys Conversion 1 $22,500.00

Total Professional Services

$46,500.00
No Workflow and Form Design included.

- 14 - City of Upland

d. Turnkey Solutions

Laserfiche Rio
Software $86,757.50
Professional Services $46,500.00
Basic Support $17,929.50

Total Solution

$151,187.00
One Time Discount -$15,119.00
DISCOUNTED GRAND TOTAL $136,068.00

- 15 - City of Upland

4. Payment Terms

Description %
Order 50
Project completion 50

5. Acceptance

Client: City of Upland Provider: Complete Paperless Solutions

Print Name:

Date:

Signature:

S T A F F R E P O R T
I T E M N O . 10.F .

D A T E :J an uary 24 , 20 22
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : S T E P H E N PA R K E R , C PA , A S S I S TA N T C I T Y M A N A G E R

T E R R Y D OY L E , H U M A N R E S O U R C E S /R I S K M A N A G E R S U B J E C T :A P P R O V E T H E E S TA B L I S H M E N T O F A PA RT-T I M E

C O M M U N I C A T I O N S I N F O R M A T I O N S P E C I A L I S T

R E C O M M E N D E D A C T I O N
I t i s recom m en d ed th at t h e C it y C ou n c il ap p rove t h e job sp ecification for a C om m u nication s I n form ation S p eci ali st p osit ion and ap p rove a b u d g et ad ju st m en t of $15 ,75 3 for t he fu nd in g of a p art-tim e em p loyee.

G O A L S T A T E M E N T
Th e p rop osed action sup p orts th e C ity's g oal to recru it and retain q u alified em p loyees.

B A C K G R O U N D
Th e C i ty of U p land 's M erit Sys tem Ru les an d Reg u lat ion s estab lish t h e p erson nel syst em for th e C it y of U p lan d an d p rovi d es for an eq u itab le an d u n i form p roced ure for d ealing w ith p erson nel m at ters th rou g h a d ep artm ent of p ers on n el and p rovid e for em p loym en t wi th in the C ity of U p land on a m erit b asis, so th at the b est q u alified p erson availab le sh all b e b rou g h t in to the service of the C ity.

I n ad d it ion to est ab l ishi ng an eq u it ab le an d u niform p roced ure for d ealin g wi th p ersonn el m atters, t h e M erit System Ru l es and Reg ulations est ab l is h a classification p lan for p ersonn el.

Th is cl ass ifi cat ion p lan p rovi d es a g roup of job s b y com m on ali ty of d ut ies, resp onsib ilities, an d fun ction s for each job sp ecification w ith the p lan .

F rom ti m e-t o-ti m e, as m ay b e d eem ed necessary to carry out t h e int ent and p u rp os es of the C ity, the C oun cil m ay revi se t h e classification p lan covering all p os it ion s i n t h e com p etitive service.

I S S U E S /A N A L Y S I S
H um an Resources rou ti nel y col lab orat es w ith d ep artm ent s for th e est ab l is h m en t , revision s, and d eletions of job sp ecifications. Th e C i ty has a need for th e services of a C om m u nication s I n form ation S p ec ial is t w h o can as si st t he C ity w it h keep ing th e p u b li c in form ed of the C ity's m u ltip le p rog ram s, com m un ity events, an d services it p rovid es.

Th e p u rp ose of this p osi ti on is to p erform t asks in s up p ort of th e C it y's com m un ication p rog ram for th e com m u nity an d em p loyees, wh ich inclu d e m anag in g the C ity's social m ed ia con ten t, com m u nicatin g critical in form ation to th e p ub lic and m ed ia, an d d rafting an d m aintain in g the C ity's news releases.

Th is p osition w il l b e shared b et w een th e Police D ep artm ent an d C i ty M anag er's O ffic e t o assist in d issem in ating tim e-sen sitive inform ation to the p u b lic concern in g p rog ram s, p rojects, an d sp ecial even ts th at are of in terest and im p ortan ce to th e com m u nity.

Th is p osition w ill b e est ab l is h ed for a p art-t im e em p loyee. T he recom m en d ed sal ary for this p osition is S al ary Rang e 4 5 ($28 .86 - $38 .82 ). T his s alary rang e w il l allow th e C ity to b e com p etitive in ord er to find a hig h ly-q ualified ind ivid u al.

F I S C A L I M P A C T S
A b u d g et ad justm ent t o in crease p art-tim e sal ari es in th e cu rrent fiscal year is recom m end ed .

Th e cu rrent year effect of the p rop osed salary g rad e at top step w ould resu lt in a G eneral F un d in crease of $12 ,60 2 and an all fun d s effect of $15 ,75 3. Th ese am ou nts w ould com e from fun d b alance. S u b seq u ent years' costs will b e inclu d ed in su b seq u ent ann ual b u d g ets.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
Communications Information S pecialist J ob Description Communications Information S pecialist Cost Out

Job Description City of Upland 1

COMMUNICATIONS INFORMATION SPECIALIST

GENERAL PURPOSE
Under general supervision, performs a variety of technical support duties including the development and communication of information to keep the media and the public informed of the City’s accomplishments, programs, and position on current events and issues; performs other related tasks as assigned.

CLASS CHARACTERISTICS
The Communications Information Specialist performs a variety of technical and clerical tasks in support of the City’s communications program for both internal and external audiences; performs a wide variety of office and administrative duties by assisting in the planning, organizing and execution of public/media relations programs, projects, and special events; assists in collecting, writing, and disseminating information concerning the programs, activities, and objectives of the City. Incumbents may be assigned to specific departments or divisions depending on the needs of the City.

ESSENTIAL DUTIES AND RESPONSIBILITIES
The duties listed below are intended only as illustrations of the various types of work that may be performed. The omission of specific statements of duties does not exclude them from the position if the work is similar, related, or a logical assignment to this class. Other duties and responsibilities may be added, deleted, or changed at any time at the discretion of management and agreed upon by both management and the Public Communications Specialist, either orally or in writing.

1. Assess current City and Departmental communications, marketing, and social medial strategy.

2. Assists with crime prevention and community relations programs for neighborhoods, schools, and businesses; assists in developing materials for presentations; responds to requests for information and makes presentations; assists with exhibits or tours of the City facilities.

3. Manages social media team; review and approve social media content creation, research and reviews social media messages, pictures, videos, and postings from other municipalities and public organizations; researches and adapts to evolving social media platforms; establishes, monitors, and maintains a positive social media presence.

4. Photographs, edits, and processes digital images in support of communication efforts; catalogs official images, videos, and assorted media; maintains updated media database, files on publications and news releases, and other records.

5. Communicates critical information effectivel y to the public and media; meets the public in situations requiring diplomacy and tact; deals constructively with conflict and develops effective resolutions.

6. Writes clear and accurate reports and press releases; uses correct English grammar, punctuation, and spelling; understands and follows verbal and written directions; prepares information for distribution by media outlets; responds to requests for information from media outlets.

7. Develops and maintains professional relationships with news media, business representatives, community members, and staff by logging and responding to inquiries; obtains

Job Description City of Upland 2

and provides information in response to requests from staff, management, media, and the public; supports emergency communication efforts and media management during a crisis; arranges and coordinates media interviews as instructed; responds to phone calls, emails, letters, and other communications.

8. Interprets, applies, and explains department policies, rules, laws, and regulations to diverse audiences; works independently and establishes and maintains cooperative working relationships.

9. Acts as a liaison between the City, associated Departments and the public providing information related to departmental policy and procedures.

10. May attend and report on City events and activities as assigned; may assist in the planning, organizing, and execution of special events, projects, and activities.

11. Performs other related duties as assigned.

QUALIFICATION GUIDELINES

Knowledge of:

Basic knowledge of municipal and police operations, services, and crime data; general office procedures; departmental policies and regulations; report writing techniques; software programs specializing in word processing, media relations and communications, which includes print, broadcast, and social media; proper methods and techniques of researching, preparing, and disseminating public information; considerable knowledge of principles, techniques, and methods of public relations and communication; current web and social media tools, trends, and techniques development and layout; principles and practices of public relations, social media marketing, and journalistic ethics and practices.

Ability to:

Communicate positively and effectively, orally and in writing, with the media, City staff, and various community partners; interpret, apply, and explain department policies, rules, laws, and regulations; meet the public in situations requiring diplomacy and tact; deal constructively with conflict and develop effective resolutions; write clear and accurate reports; use correct English grammar, punctuation, and spelling; understand and follow verbal and written directions; work confidentially and with discretion; work with diverse individuals and/or groups; work independently; establish and maintain cooperative working relationships; learn to operate a police radio; compile data and prepare reports; perform clerical tasks.

Education:

Possession of a bachelor’s degree from an accredited college or university in journalism, communications, public relations, marketing, broadcasting, English, Public Administration, or related field. A graduate degree is preferred.

Training/Experience:

Two years of progressively responsible experience in public information, journalism, news reporting, public relations, marketing, or other communication-related field including some experience with use of social media, desktop publishing, or videography.

Experience in a municipal government or police department setting is highly desirable.

Job Description City of Upland 3

Licenses/Certificates/and Special Requirements:

Class C California driver's license, an acceptable driving record and evidence of insurability.

Written and oral proficiency in an additional language is highly desirable.

Background Investigation:

If assigned to Police Department, applicants will undergo a complete, comprehensive, POST approved Background Investigation, excluding psychological examination.

Character:

Applicants must be of good character and reputation. Applicants will be fingerprinted, and records checked at both State and Federal levels. Applicants must not have a record of conviction of a serious offense, or numerous convictions of minor offenses. Credit rating, if established, must be satisfactory.

PHYSICAL AND MENTAL DEMANDS
The physical and mental demands described here are representative of those that must be met by employees to successfully perform the essential functions of this class. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Physical Demands:

While performing the duties of this class, employees are regularly required to sit; talk or hear, in person and by telephone; use hands to finger, handle, feel or operate standard office equipment; reach with hands and arms. Employees are frequently required to walk, stand, lift, and move records and documents weighing up to 20 pounds.

Specific vision abilities required by this job include close vision and the ability to adjust focus.

Mental Demands:

While performing the duties of this class, employees are regularly required to use written and oral communication skills; read and interpret data, information, and documents; analyze and solve problems; observe and interpret situations; learn and apply new information or skills; perform highly detailed work on multiple, concurrent tasks; work under intensive deadlines; and interact with City managers, staff, customers, the public and others encountered in the course of work.

WORK ENVIRONMENT
The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this class. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Employees work under typical office conditions, and the noise level is usually quiet. This position may require occasional driving.

Job Description City of Upland 4

DETAILS:

Department: City Manager’s Office or Police Department
Reports To: City Manager or Police Chief, or his designee Provides Direction To: N/A
Exemption Status: Non-exempt
Employment Grouping: Management
Date Prepared: April 13, 2021
Date Updated:

Salary Grade: 45

City of Upland
Personnel Cost Out
Based on Adopted FY21-22 Budget
Position EE#Employee Name
Step @
06/30/22 FT/PT % assigned Org FTE Salary Normal PERS Fringe Benefits Salary & Benefits Communications Information Specialist CIS-1 STEP 1 1 PT 5.00%101 1101 1,385 - 21 1,406

15.00%101 1201 4,156 - 60 4,216

60.00%101 3201 16,624 - 241 16,865

10.00%640 6201 2,771 - 40 2,811

5.00%641 6301 1,385 - 20 1,405

5.00%645 6402 1,385 - 20 1,405 100.00%27,706 - 402 28,108 Communications Information Specialist CIS-13 STEP 13 13 PT 5.00%101 1101 1,864 - 27 1,891

15.00%101 1201 5,590 - 81 5,671

60.00%101 3201 22,360 - 324 22,684

10.00%640 6201 3,727 - 54 3,781

5.00%641 6301 1,863 - 27 1,890

5.00%645 6402 1,863 - 27 1,890 100.00%37,267 - 540 37,807 *Part-time, 960 Hrs
1/18/2022 8:48 AM M:\BUDGET\FY 21_22\Salaries FY21_22\Cost Outs\220118 COST OUT - HR - Communications Information Specialist-PT.xlsx\CommInfo Spclst Cost Out 220118 Page 1 of 1Page 7 of 7

S T A F F R E P O R T
I T E M N O . 10.G .

D A T E :J an uary 24 , 20 22
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : B R A D E N Y U, P U B L I C W O R K S D I R E C TO R

N I C O L E D E M O E T, E N V I R O N M E N TA L Q U A L I T Y A D M I N I S T R A TO R

J O H N R O B L E S, A C T I N G U T I L I T I E S M A N G E R S U B J E C T :C O N S I D E R A T I O N O F A R E S O L U T I O N O F T H E C I T Y C O U N C I L A U T H O R I Z I N G T H E S U B M I TTA L O F T H E S B 13 83 LO C A L

A S S I S TA N C E G R A N T A P P L I C A T I O N

R E C O M M E N D E D A C T I O N
I t i s recom m en d ed t hat th e C it y cou ncil ad op t a Res olu ti on au th orizing t he sub m ittal of an ap p lication for th e S B 1 3 8 3 Loc al A ssistan ce G rant P rog ram and authorizin g th e C ity M anag er to execute all d ocum ents related thereto.

G O A L S T A T E M E N T
Th e p rop osed action sup p orts th e C ity's g oal of en su ring fiscal stew ard sh ip for the C ity.

B A C K G R O U N D
I n 20 16 , S tat e of C aliforn ia p ass ed S en ate B il l 13 83 , C al iforn i a's S hort-Li ved C lim ate Pollutant Red u ct ion S trateg y, to red uce m et h an e an d ot her g reen hou se g as em ission s statewid e. To m eet th is g oal, th e b ill req uires a 75 % red uction of statew id e food waste d isp osal from 20 14 levels, and a 2 0% or g reater recovery of ed i b l e food th at i s cu rrently lan d filled across th e st ate. S B 1 38 3 i s en forc ed b y Th e D ep artm ent of Resou rces, Recyclin g , and Recovery (C al Recycle), and ju risd ictions are req u ired to im p lem en t all p rog ram s ad d ressed in th e leg islation. To m eet S B 1 38 3 req u i rem en t s, ju ris d i ct ion s are req u i red to d ivert org anics w aste from resid ents an d b usin esses from land fills to d em on strate com p lian ce.

I n ord er t o as si st A g encies in th e i m p lem en t ati on of reg ulations, C al Recycle i s ad m in is terin g a one-tim e g rant p rog ram . T his n on-com p etitive g rant p rog ram p rovid es $5 7,0 00 ,00 0 of fun d ing t o local ju ris d i ct ion s t o as si st w it h th e im p l em en tat ion of reg u lat ion req uirem ents associated w ith S B 1 38 3, inclu d ing b u t n ot lim ited to:

C ap acity P lan ning
C ollection
E d ib le Food Recovery
E d u cation and outreach (inclu d es org anic waste & ed ib le food recovery) E nforcem ent and I n sp ection
P rog ram E valuation /G ap A nalysis
P rocu rem ent Req u irem en ts
Record Keep in g

Th e C i ty of U p land m ay rec eive up to $1 03 ,99 7, con ting ent u p on ap p roval of g ran t term s an d p rog ram b ud g et d etails req u ired in the sub m ittal.

I S S U E S /A N A L Y S I S
A p p licants for th e S B 13 83 Local A ssistance G rant P rog ram m ust com p lete and sub m it an onlin e ap p lication via th e G ran t s M an ag em en t System (G M S ). Th ere is on ly on e ap p lication p eriod , an d all ap p lican ts m us t su b m it an ap p li cat ion b y Feb ruary 1 , 2 02 2 to b e c on s id ered for first and second rou nd fun d ing .

I n ad d it ion , ap p li can ts m u st id en tify th e st atu s of ad op ting an en forc eab l e ord in an c e(s), or sim ilarly enforceab le m ec han is m , p u rs u an t to sect ion 1 89 81 .2 of Title 1 4 of t h e C aliforn ia C od e of Reg u lation s.

A p p licants w h o cert ify they w il l ad op t an ord in an c e to C al Recycle b y A p ri l 1 , 2 02 2, will b e elig ib le t o recei ve first roun d fu n d i n g (S p ring 2 02 2). I n ad d i ti on, th e first roun d of aw ard ees m ay b e el ig ib le to recei ve ad d it ion al rem aining fu n d s from en tities w h o d id not ap p l y. For ap p lican ts wh o ad op t an ord i n an ce aft er A p ril 1 , 20 22 , aw ard s w il l b e d elayed to t he secon d rou nd .

Th e G rant Term for fi rs t rou n d fu n d in g b eg in s on A p ril 1 , 2 02 2 (ten tat ive) an d en d s on A p ril 2, 20 24 . Th e G rant Term for secon d rou nd fu nd in g b eg in s on S ep tem b er 1 , 2 02 2 (ten tative) and end s on S ep tem b er 2, 2 02 4.

F I S C A L I M P A C T S
I f the g ran t is award ed , th e C ity of U p land m ay receive up to $10 3,9 97 of g rant fun d ing .

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
Resolution
Grant Application

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UPLAND

AUTHORIZING SUBMITTAL OF APPLICATION(S) FOR ALL

CALRECYCLE GRANTS FOR WHICH THE CITY OF UPLAND IS

ELIGIBLE AND RELATED AUTHORIZATIONS

WHEREAS, Public Resources Code sections 48000 et seq. authorizes the Department of Resources Recycling and Recovery (CalRecycle) to administer various grant programs (grants) in furtherance of the State of California’s (state) efforts to reduce, recycle and reuse solid waste generated in the state thereby preserving landfill capacity and protecting public health and safety and the environment; and

WHEREAS, in furtherance of this authority CalRecycle is required to establish procedures governing the application, awarding, and management of the grants; and

WHEREAS, CalRecycle grant application procedures require, among other things, an applicant’s governing body to declare by resolution certain authorizations related to the administration of CalRecycle grants.

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

Section 1. The City of Upland authorizes the submittal of an application to CalRecycle for the SB 1383 Local Assistance Grant (Grant ID: 24981) for which the City of Upland is eligible; and

Section 2. The City Manager, or his designee is hereby authorized and empowered to execute in the name of the City of Upland all grant documents, including but not limited to, applications, agreements, amendments, and requests for payment, necessary to secure grant funds and implement the approved grant project; and

Section 3. These authorizations are effective for five (5) years from the date of adoption of this resolution.

PASSED, APPROVED, AND ADOPTED this 24th day of January 2022.

Bill Velto, Mayor

I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 24th day of January, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Application CertificationApplication Information
Applicant:City of Upland
Cycle Name:SB 1383 Local Assistance Grant Program Application Due Date:02/01/2022 Cycle Code:OWR1 Secondary Due Date:03/01/2022
Grant ID:24981
Grant Funds Requested:$103,997.00
Matching Funds:$0.00 (if applicable)
Contacts
Name Title Prime Second Auth Cnslt Prtcpnt.

Auth
Nicole Demoet Environmental Quality Administrator X
Michael Blay City Manager X
Budget
Category Name Amount
Admin Costs $10,320.00
Collection $64,038.00
Education $0.00
Enforcement $0.00
Equipment $0.00
Indirect Costs $0.00
Marketing/Promotion/Outreach $29,639.00
Materials $0.00
Personnel $0.00
Training $0.00
Upgrade/Expansion $0.00
Documents Document Title Received Date
Required
Application Certification
Required By Secondary Due Date
Resolution - Individual Application
Resolution - Regional Application Lead Participant
Other Supporting Document(s)
Draft Resolution
Joint Powers Agreement
Letter of Authorization/Resolution
Letter of Designation
Grants Management System (GMS)

https://secure.calrecycle.ca.gov/Grants/Grant/Grant.aspx?GrantID=24981 Date Generated: January 18, 2022 12:41 PM

Application CertificationResolution
1383 Local Assistance Grant Program: Check the following, as applicable. See Application Guidelines and Instructions for more information.

X Applicant acknowledges that its approved Resolution must be uploaded no later than the secondary due date.

Program Questions
California Labor Code section 1782 prohibits a charter city from receiving state funding or financial assistance for construction projects if that charter city does not comply with Labor Code sections 1770-1782. If any applicants or participating jurisdictions are charter cities or joint powers authorities that include charter cities, the lead applicant must certify that Labor Code section 1782 does not prohibit any included charter city from receiving state funds for the project described in this application. If it is determined after award that a participating jurisdiction is a charter city prohibited from receiving state funds for this grant project, the grant will be terminated and any disbursed grant funds shall be returned to CalRecycle.

If any applicant or participating jurisdiction is a charter city or a joint powers authority that contains one or more charter cities, does Labor Code section 1782 prohibit those charter cities from receiving state funding for the project described in this grant application? Check the following, as applicable.

X Not Applicable. This application does not include any charter cities. 1383 Local Assistance Grant Program: Will your jurisdiction have an enforceable ordinance(s), or similarly enforceable mechanism pursuant to section 18981.2 of Title 14 of the California Code of Regulations submitted to CalRecycle by April 1, 2022? X Yes
1383 Local Assistance Grant Program: If you are a Special District, do you provide solid waste collection services? X Not Applicable
Conditions and Certification
Condition of Application Submittal: Acceptance of Grant Agreement Provisions In the event the Applicant is awarded a grant, the submittal of this Application constitutes acceptance of all provisions contained in the Grant Agreement, which may consist of the following:

Executed Grant Agreement Cover Sheet and any approved amendments• Exhibit A - Terms and Conditions•
Exhibit B - Procedures and Requirements•
Exhibit C - Application with revisions, if any, and any amendments• Environmental Justice:

In the event Applicant is awarded a grant, submittal of this Application constitutes acceptance of the following; that in the performance of the Grant Agreement, Applicant/Grantee shall conduct their programs, policies, and activities that substantially affect human health or the environment in a manner that ensures the fair treatment of people of all races, cultures, and income levels, including minority populations and low-income populations of the State. (see Govt. Code §65040.12(e) and Pub. Resources Code §71110(a))

https://secure.calrecycle.ca.gov/Grants/Grant/Grant.aspx?GrantID=24981 Date Generated: January 18, 2022 12:41 PM

Application CertificationCertification:

I declare under penalty of perjury under the laws of the State of California, that funds have been allocated for the project(s)/activities identified in the grant application and that sufficient funds are available to complete the project(s)/activities identified in the grant application, that I have read the Application Guidelines and Instructions and that all information submitted for CalRecycle’s consideration for award of grant funds is true and correct to the best of my knowledge, and that on behalf of the Applicant I accept the above conditions of submittal.

X
Signature of Signature Authority (as authorized in Resolution or Letter of Commitment) or Authorized Designee (as authorized in Letter of Designation, submitted with this Application)
Date
Print Name Print Title
IMPORTANT! Applicant must print out this document, have the Signature Authority sign it, upload signed document to the application system, and retain the original hard copy document in your cycle file.

https://secure.calrecycle.ca.gov/Grants/Grant/Grant.aspx?GrantID=24981 Date Generated: January 18, 2022 12:41 PM

Item No. 12.A.

PUBLIC WORKS COMMITTEE MEETING
JANUARY 11, 2022
**********

CONCLUSION/ACTION SUMMARY

In attendance: Committee: Chairperson Maust, Committee Member Zuniga, Advisory Committee Members Breitling and Leach, City Manager Blay, Public Works Director Yu, Engineering Manager Critchfield, Acting Utility Manager Robles, Environmental Quality Administrator deMoet, and Management Analyst Madrid.

1) ORAL COMMUNICATIONS None.

2) CAPITAL IMPROVEMENT PROGRAM PROJECTS UPDATE, Engineering Manager Critchfield presented a PowerPoint presentation updating the Committee on the status of capital improvement program projects in the City. The Committee received and filed the presentation.

3) SOLID WASTE UPDATE PRESENTATION, Public Works Director Yu gave a presentation updating the Committee on SB 619, which allows the City additional time to meet the requirements of SB 1383 and a brief update on major milestones/schedule on meeting SB 1383. Director Yu answered question from the Committee regarding community outreach, new recycling guidelines, billing structure and potential liens for unpaid services. The Committee received and filed the presentation.

4) WATER SUPPLY UPDATE, Public Works Director Yu gave a presentation status of City’s and State’s water supply. The presentation gave a brief background regarding the City’s water supply; an update on the state drought conditions and the impacts of the recent rains; and an update on MWD drought emergency and other agencies drought actions. Management Analyst Madriz answered questions from the Committee regarding water conservation programs provided by the City.

There was discussion on the current drought and water conservation levels and community outreach. The Committee received and filed the presentation.

Public Works Committee Meeting
January 11, 2022
5:00 P M
Carnegie Building, 123 East D Street
***************

1.O R A L C O MMUNI C AT I O NS

2.C A P I TA L I MP R O V E ME NT P R O G R A M P R O J E C T S UP D AT E

3.S O L I D WA S T E UP D AT E P R E S E NTAT I O N

4.W AT E R S UP P LY UP D AT E
NOT E: A ll Agenda items and back-up materials are available for public review at the U pland P ublic Library, downstairs reference desk at 450 N orth E uclid Avenue, the C ity C lerk's O ffice at 460 N orth E uclid Avenue and the C ity website at www.uplandca.gov .

I n compliance with the A mericans with D isabilities Act, if you need special assistance to participate in this meeting, please contact the C ity C lerk's Office at 909.931.4120. N otification 48 hours prior to the meeting will enable the C ity to make reasonable arrangements to ensure accessibility to this meeting. [28 C F R

35.102-35.104 A DA Title I I ]

P O S T I N G S T A T E M E N T : O n J a nua ry 6 , 2 0 2 2 , a t rue a nd co rre ct co p y o f t h i s a g e n d a w a s p o s t e d a t 123 E . D S t re e t (C a rne g i e B u i l d i ng ), o n t he b ul l e t i n b o a rd s a t 450 N . E ucl i d A ve nue (U p l a n d P ub l i c L i b ra ry), 4 6 0 N . E u cl i d Ave n u e (U p l a nd C i t y H a l l ), a n d o n t he C i t y's w e b s i t e a t w w w.u p l a nd ca .g o v

The full packet for the Public Works Committee
meeting can be viewed on our website at:

https://www.uplandca.gov/public-works-
committee

You may also view the video of the meeting at:

https://uplandca.gov/council-meeting-
broadcasts

(choose the tab for “other archived meetings”
to locate the meeting video)

S T A F F R E P O R T
I T E M N O . 13.A .

D A T E :J an uary 24 , 20 22
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : R O B E R T D. D A L Q U E S T, D E V E LO P M E N T S E R V I C E S D I R E C TO R

L I Z C H A V E Z , D E V E LO P M E N T S E R V I C E S M A N A G E R

M E L E C I O P I C A Z O, E C O N O M I C D E V E LO P M E N T C O O R D I N A TO R S U B J E C T :D I S C U S S I O N A N D D I R E C T I O N O N E S TA B L I S H I N G A P O L I C Y

R E G A R D I N G R E V E N U E G E N E R A T E D F R O M L E A S E S O N C I T Y PA R K

P R O P E RT Y A N D R E S T R I C T I N G I T S U S E TO T H E PA R K

C O N TA I N I N G T H E L E A S E

R E C O M M E N D E D A C T I O N
I t is recom m end ed t hat th e C i ty C oun ci l p rovi d e d irect ion to s taff reg ard i n g a p ot en t ial p olicy for revenu e g en erated from leases on C ity Park p rop erty.

G O A L S T A T E M E N T
Th e p rop os ed act ion wou ld assist in fu rt h erin g th e C it y’s g oal for p ark l and s th at are environ m en tally and fi sc all y su stain ab le an d m eet th e n eed s of res id en t s of all ag es an d in terest.

B A C K G R O U N D
Th e C it y C ou ncil at it s m eeti ng of D ec em b er 1 3, 2 02 1, req u es ted an item b e p l aced on the C ou ncil A g end a to con si d er form u l ati n g a p oli cy to d esi g n ate t h e reven ue g en erated from lease ag reem en ts on C ity Park p rop erty to b e used en tirely at the sp ecific p ark contain in g the lease.

C u rrently, al l reven u e rec eived from th e l ease ag reem en ts on C it y Park p rop erties, g oes d irectly in to a l ease reven ue accou nt in th e G en eral F u nd , w hi ch is u sed to fu nd th e p rovision of p u b lic services. T h e reven u e is assig n ed , allocated or ap p rop riat ed d u rin g t h e b u d g et p rocess.

Th ere are a total of th irteen (1 3) p arks in t he C it y, of wh ich t hree (3) p arks cont ain all the existing l ease ag reem ent s, wh ich in cl u d e w ireless com m un ication faci li ti es, t he Y M C A , or u se b y th e S an A n ton io Reg i onal H os p i tal (S A R H ) for ad d it ion al p arkin g . T h e t h ree p arks th at have exis ti ng lease ag reem ent s are S an A ntonio Park, M ag nolia Park, an d M em ori al Park. T he oth er ten (1 0) p arks in the C ity d o not h ave an y lease ag reem en ts, they in clud e: M c C arthy Park, S i erra V ista Park, G reen b elt Park, C ab ri ll o Park, B al d y V iew Park, C itru s Park, O lived ale Park, Fern Reservoir Park, 8th S treet Reservoir Park and 13 th S treet Reservoir Park.

I S S U E S /A N A L Y S I S
Th e i nt ent i s for t h e C oun cil to consid er form ul ati ng a p olicy reg ard in g the d i st ri b u ti on of reven ue g en erated from leases on C ity Park p rop erty. Th e following are three (3 ) p ossib le p olicy op tion s to con sid er:

O p tion 1 – 10 0% of th e lease reven u e i s d esig nated t o t hat sp ecific p ark con taining the l e a s e . B ased on cu rrent leases, leas e reven ue wou ld b e all ocat ed to S an A nt onio Park, M ag nolia Park, and M em orial Park.

O p tion 2 – A l l leas e reven ue is d ist rib u ted am on g st all C it y Parks. Th is op tion w ould enab le th e ten (10 ) C ity Parks th at d o not contain leases to h ave revenu e assig n ed to th em as w ell.

O p tion 3 – Reserve a l ess er p ercen tag e (su ch as 50 %) of th e lease revenu e to b e allocated to t h at sp eci fic p ark con taining th e lease, w i th th e rem ain in g 5 0% to b e allocated to th e b en efit of th e ten (10 ) p arks that d o n ot contain leases.

B elow is a l is ti n g of t he n i n e (9 ) l ease ag reem en ts on C i ty Park p rop erties an d th e am ou n t of reven ue g en erat ed , w hi ch t otal s $3 41 ,07 0, in accord ance wi th t h e 20 21 -22 A d op ted B u d g et.

A s sh ow n b elow, th e Y M C A th at is located with in M em orial Park p rovid es in-kind services in lieu of rent:

L eases o n C ity-Park P ro perty 2021-22 A do pted B udget Verizon at M ag nolia Park $31 ,31 0
T M ob ile at M ag n olia Park $41 ,53 0
T M ob ile at S an A ntonio Park $32 ,78 0
Verizon at S an A n ton io Park $28 ,36 0
T M ob ile at M em orial Park $26 ,90 0
S p rin t at M em orial Park $19 ,68 0
Verizon at M em orial Park $26 ,43 0
S A R H at M em orial Park $1 34 ,08 0
Y M C A $0 (in-kind services in lieu of ren t) T o tal:$341,070

F I S C A L I M P A C T S
Th ere is n o fiscal i m p act reg ard i n g th is p oli cy d i sc u s si on . I f a p olicy is even t u al ly form u lated th at as si g n s lease revenu e to th e C it y Park con tai n i n g t he lease, im p l em en tat ion wou ld n eed to consid er the accou ntin g m eth od n ecessary to im p lem ent th is p olicy over tim e.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
No Attachments Available

S T A F F R E P O R T
I T E M N O . 13.B .

D A T E :J anu ary 2 4, 2 02 2
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : S T E P H E N PA R K E R , C PA , A S S I S TA N T C I T Y M A N A G E R

K I M B Y R E N S, B O N D C O U N S E L
D A N I E L L A V. H E R N A N D E Z , B O N D C O U N S E L S U B J E C T :F O R M A T I O N O F T H E C I T Y O F U P L A N D F I N A N C I N G A U T H O R I T Y

R E C O M M E N D E D A C T I O N
I t is recom m en d ed th at each th e C it y C ou n c il an d Up lan d Parkin g A u th ority ad op t resolution s estab lishing t h e C it y of U p l an d F i nan ci ng A u th ority; an d each of t he Parkin g A u th ori ty an d the F inan cing A u t h orit y ad op t resol ut ion s ap p rovin g the B yl aw s, ap p oi nt in g officers an d estab lishing reg u lar m eeti n g d at es. A ft er t he res olu ti on s are ad op ted th e J oin t Powers ag reem en t shou ld b e sig ned . (S taff Person: S tep hen Parker)

1. Th e C it y C ou nc il of t h e C it y of Up lan d con si d ers a Resolu tion est ab l is h i n g th e C ity of Up lan d F in ancin g A uthority.

2. Th e B oard of t he U p lan d Parkin g A u th ori ty consid ers a Resolu tion ad op ti n g b ylaw s, ap p oin ting offic ers an d es tab li sh in g reg ular m eeti ng d ates, and consid ers a Resolu tion estab lishing th e C ity of U p land F inan cing A u th ority.

3. Th e B oard of th e C i ty of U p l an d F i nan ci ng A u th ori ty consid ers th e resolu tion ad op tin g th e B ylaw s, ap p ointin g officers an d estab lish in g reg u lar m eetin g d ates.

G O A L S T A T E M E N T
Th e p rop os ed action su p p ort s th e C i ty C ou n ci l’s g oal t o red u ce t h e C ity's u nfu nd ed accru ed liab ility an d finan ce p ub lic cap ital im p rovem en ts.

B A C K G R O U N D
At it s m eeting of D ecem b er 13 , 2 0 2 1 , t he C i ty C oun cil ad op ted S taff’s rec om m end ed B L A S T strateg y for red u cing t he C ity’s un fun d ed accru ed li ab i li ty (U A L) w it h C al P E R S an d thereb y g en erate sig nificant an n u al savin g s t o t h e C ity. Tw o key com p on ent s of t h at st rat eg y in volve th e issuan ce of C it y b on d s, w h i ch in clud es th e issuan ce of ap p roxim atel y $15 m il li on of Water

B on d s to fun d various n eed ed in fras truc tu re p rojects an d a sub seq uen t i n t ern al issu ance of G eneral F un d b on d s w hi ch the W ater an d S ew er F u n d s will acq u i re as an investm ent. T he p roceed s of th e G en eral F u nd b on d issu ance w il l b e u sed t o p ay d own a p ort ion of t he G eneral F u nd ’s share of th e U A L .

At t h e J an uary 1 0, 2 0 2 2 m eet in g , th e C ity C ou n c il t ook action t o ac ti vate th e Parkin g A u th ority to act as a m em b er, tog ether w ith the C ity, to form a n ew join t p ow ers authority.

I S S U E S /A N A L Y S I S
I . C ity o f U pland C ity C o uncil M eeting

I tem 1 : A u th orization of th e C ity of U p land F inan cing A u th ority

Th e item for consid erat ion b efore th e C it y C ou n ci l is a Resol u t ion au th ori zi n g t h e creati on of th e C it y of U p lan d F in ancin g A u th ori ty. Th e resolut ion al so au t h oriz es t he execu ti on b y the C ity of t h e J oin t E xerc is e of Powers A g reem ent , w h ic h is b ei ng p res en t ed to t he C i ty C oun cil, p u rsuan t to t he J oi n t Pow ers L aw (A rt icles 1 th rou g h 4 of C h ap ter 5, d ivision 7, T it le 1 of the C alifornia G overn m en t C od e).

I I . C ity o f U pland P arking A utho rity M eeting

I tem 1 : A p p roval of Parkin g A uthority B ylaw s

Th e first it em for consid erat ion b efore the B oard of D irect ors of th e Parking A ut horit y i s a Resolution ap p rovi n g an d ad op ti ng B ylaws, ap p ointin g offi cers and estab lish in g reg ular m eetin g d at es. T he A uthority was form ed p ursu ant to th e p rovis ion s of 3 26 50 et seq . of the S treets an d H ig h w ays C od e.

I tem 2 : A u th orization of th e C ity of U p land F inan cing A u th ority

Th e second item for con sid eration b efore the B oard of D irect ors of th e Parking A u th ority is a Resolution aut horizin g t he c reat ion of t he C it y of U p lan d F inan cing A u th ority. T h i s resolu tion authorizes th e c reat ion of the F inan cing A ut horit y an d au th orizes t he Parki ng A u t h orit y to execu te t he J oin t E xerci se of Pow ers A g reem ent , w h i ch h as b een p resent ed t o th e Parkin g A u th ority, p ursu ant to the J oin t Powers Law (A rticles 1 throug h 4 of C h ap ter 5 , d ivision 7, Title 1 of the C aliforn ia G overnm ent C od e).

I I I . C ity o f U pland F inancing A utho rity M eeting

I tem 1 : A p p roval of F in ancin g A uthority B ylaw s

Th e item for consid eration b efore th e B oard of D irectors of th e F in ancin g A u th ority is a Resolution ap p rovi n g an d ad op ti ng B ylaws, ap p ointin g offi cers and estab lish in g reg ular m eetin g d ates. T he F in ancin g A u t h orit y was form ed p u rsu an t t o th e p rovis ion s of 65 00 of the C alifornia G overn m en t C od e.

F I S C A L I M P A C T S
Th ere is n o fiscal im p act resu ltin g from the ad op tion of th e attach ed resolution s.

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
Resolution Authorizing Creating Upland Financing Authority Resolution of the Parking Authority Approving Bylaws
Exhibit A to Parking Authority Resolution - Bylaws
Resolution of the Parking Authority Authorizing Creating the Financing Authority J oint Exercise of Powers Agreement F orming the Upland Resolution of F inancing Authority Approving Bylaws
Exhibit A to F inancing Authority Resolution - Bylaws

RESOLUTION NO. _____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UPLAND

AUTHORIZING THE CREATION OF THE CITY OF UPLAND

FINANCING AUTHORITY AND CERTAIN OTHER MATTERS

PERTAINING THERETO
WHEREAS, the City Council (the “City Council”) of the City of Upland (the "City") has determined that it is in the best interests of the City to approve a joint powers authority which shall be created by the City and the City of Upland Parking Authority (the "Parking Authority") for the purpose of assisting the members of such joint powers authority with the financing of public capital improvements for the benefit of the community; and
WHEREAS, it has been proposed that the City and the Parking Authority form a joint powers authority to be designated as the "City of Upland Financing Authority" (the "Financing Authority"), pursuant to a Joint Exercise of Powers Agreement (the "Joint Powers Agreement"), by and between the City and the Parking Authority, dated January 24, 2022, a copy of which has been presented to the City Council, pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, division 7, Title 1 of the California Government Code); and
WHEREAS, the City Council, with the aid of its staff, has reviewed the Joint Powers Agreement and the City Council wishes to approve the Joint Powers Agreement, the creation of the Financing Authority and matters related thereto; NOW, THEREFORE, The City Council of the City of Upland hereby finds, determines and resolves as follows:

Section 1. Creation of Authority. The City hereby approves the creation of the Financing Authority, the membership of the City therein and the Joint Powers Agreement. The Mayor and the City Clerk are and each of them is hereby authorized and directed to execute and delivery the Joint Powers Agreement for and on behalf of the City with any such changes as the City Manager may deem appropriate.

Section 2. Effective Date. This Resolution is and shall be effective from the date of its adoption.

PASSED, APPROVED AND ADOPTED this 24th day of January, 2022.

___________________________
Bill Velto, Mayor

Resolution No.

I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 24th day of January, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

__________________________
Keri Johnson, City Clerk

RESOLUTION NO. _____

RESOLUTION OF THE CITY OF UPLAND PARKING

AUTHORITY APPROVING AND ADOPTING BYLAWS,

APPOINTING OFFICERS, ESTABLISHING REGULAR

MEETING DATES AND AUTHORIZING CERTAIN

OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City of Upland Parking Authority (the "Authority") was formed pursuant to the provisions of 32650 et seq. of the Streets and Highways Code (the “Parking Authority Law”); and
WHEREAS, the Authority must appoint officers to act on behalf of the Authority; and
WHEREAS, the Authority has reviewed the Bylaws, which provides for the appointment of officers, for the Authority, substantially in the form annexed hereto as Exhibit A.

NOW, THEREFORE, the Board of Directors of the City of Upland Parking Authority hereby finds, determines and resolves as follows:

Section 1. Approval of Bylaws. The Authority hereby approves and adopts the Bylaws, substantially in the form annexed hereto, marked "Exhibit A," with such revisions, amendments and completions as shall be approved by the Executive Director or the Finance Director of the Authority (each a “Responsible Officer”) with the advice of counsel to the Authority.

Section 2. Establishment of Regular Meeting Dates. Any regular meeting of the Board of Directors shall be held at the same time and same location as regular meetings of the City Council of the City of Upland (the “City”) and noticed in the same manner, provided, however, that if an agenda (containing a brief general description of each item of business to be transacted or discussed) for any such regular meeting of the Board of Directors is not posted at least 72 hours before any such regular meeting, such regular meeting shall be deemed cancelled. If any day so fixed for a regular meeting shall fall upon a legal holiday, then such regular meeting shall be held upon the next succeeding business day at the same hour. The Board of Directors shall conduct a regular meeting at least once each calendar year on the second Monday of December.

Section 3. Appointment of Officers. The officers of the Authority are hereby appointed as follows:

The Chairman shall be the Mayor of the City,
The Vice-Chairman shall be the Mayor Pro Tem of the City, The Executive Director shall be the City Manager,

The Treasurer shall be the Finance Director of the City, and The Secretary shall be the City Clerk.

Section 4. Other Acts. Each Responsible Officer of the Authority and each officer of the Authority is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution.

Section 5. Effective Date. This Resolution and all actions authorized by its adoption shall become effective upon its adoption.

PASSED, APPROVED AND ADOPTED this 24th day of January, 2022.

_______________________________
Bill Velto, Chairperson

I, Keri Johnson, Secretary of the City of Upland Parking Authority, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City of Upland Parking Authority held on the 24th day of January, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

_________________________
Keri Johnson, Secretary

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BYLAWS
OF

CITY OF UPLAND PARKING AUTHORITY

ARTICLE I
Definitions
In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized, shall have the meanings specified:
(a) Authority shall mean the City of Upland Parking Authority. (b) Board shall mean the Board of Directors of the Authority. (c) Director shall mean the directors of the Board.
(d) City shall mean the City of Upland.
(e) State shall mean the State of California.
(f) Parking Authority Law shall mean the provisions of 32650 et seq. of the Streets and Highways Code.

ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Authority shall be located at 460 N Euclid Ave, Upland, CA 91786.

ARTICLE III
Board
Section 1. Powers. The terms of these Bylaws, and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority.

Section 2. Number. The Board shall have five (5) Directors and shall be the members of the City Council. Notwithstanding anything contained in this section to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the City Council, or after he or she resigns, or for any other reason, no longer serves on the City Council.

Section 3. Compensation. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, includi ng travel

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2 incident to his or her services as Director, pursuant to resolution of the Board. Any Director may elect, however, to decline said reimbursement.

Section 4. Regular Meetings. Regular meetings of the Board shall be held at the same time as regular scheduled times of the City Council, however, the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the Directors.

Section 5. Special Meetings. Special meetings of the Board shall be held whenever called by the President, any Vice-President, or by a majority of the Board.

Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in accordance with such Act.

Section 7. Consent to Meetings. The transactions of the Board at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, con sents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

Section 8. Quorum. A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be the act of the Board.

Section 9. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting:
(a) Roll call of Officers Report on the number of Directors present in order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be.
(c) Approval of minutes of previous meetings of the Board a nd the taking of action with respect to approval thereof.
(d) Public comment.
(e) Presentation and consideration of reports of officers and committees.

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3 (f) Unfinished business.
(g) New business.
(h) Adjournment.

Section 10. Non-liability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority.

Section 11. Indemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because he is or was a director, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the bes t interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees, incurred in the defense of the proceeding.

ARTICLE IV
Officers
Section 1. Appointment of Officers.
(a) The Chairman shall be the Mayor of the City.
(b) The Vice Chairman shall be the Vice Mayor of the City. (c) The Executive Director shall be the City Manager.
(d) The Treasurer shall be the Finance Director of the City. (e) The Secretary shall be the City Clerk.
(f) The city attorney shall act as ex officio legal counsel.

Section 2. Term of Office and Qualification. Pursuant to Section 32657 of the California Streets and Highways Code, three of the members of the Board first appointed shall be designated by the Mayor, with the approval of the City Council, to serve for terms of one, two, and three years, respectively, from a date specified by the Mayor in their appointments, and two members of the Board shall be designated to serve for terms of

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4 four years from that date. Thereafter, members of the Board shall be appointed for a term of four years. All vacancies occurring during a term shall be filled for the unexpired term.

A member of the Board shall hold office until his or her successor has been appointed and has qualified.

Section 3. Official Bond. The Treasurer, to the extent such officer’s duties and responsibilities pursuant to the Parking Authority Law may require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond as may be required by law in the amount of $25,000.

Section 4. Compensation. The compensation of all officers of the Authority shall be fixed from time to time by the Board, or pursuant to authority of (general or specific) resolutions of the Board. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a member of the Board of the Authority.

Section 5. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws, or as the Board from time to time may authorize or determine.

ARTICLE V
Resignations
Section 1. Voluntary Resignation; Notice of Effectiveness. Any member of the Board or officer of the Authority may, subject to contrary provision in any applicable contract, resign at any time by giving written notice to the Board or to the Chairman or to the Secretary of the Authority. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 2. Involuntary Resignation; Request. The Board, in the exercise of its discretion, may request the resignation of any officer elected or appointed pursuant to Article IV of these Bylaws. Pursuant to such request, subject to contrary provisions in any applicable contracts, such officer shall resign by giving written notice to the Board.

Any such resignation shall take effect at the time specified in such request. If such resignation is not received within 30 days, the Board may call a meeting at which a quorum is present and may vote to remove such officer.

ARTICLE VI
Vacancies Among Officers
If the office of any officer elected or appointed pursuant to Article IV of these Bylaws becomes vacant at any time by reason of death, resignation, retirement,

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5 disqualification, removal from office, or otherwise, such vacancy may be filled at any time by the Board.

ARTICLE VII
Official Seal
The Authority shall have an official seal which shall be circular in form, containing thereon the name of the Authority, and the words “Established January 24, 2022, California.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced in any manner whatsoever.

ARTICLE VIII
Amendments
These Bylaws may be modified, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the members of the Board at any regular or special meeting of the Board at which a quorum is present.

ARTICLE IX
Severability
Any adjudication that these Bylaws or any part thereof is invalid shall not affect the validity of the remainder of these Bylaws.

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6 SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Secretary of the City of Upland Parking Authority, a joint exercise of powers authority; that attached hereto is a true, correct and complete copy of the Bylaws of City of Upland Parking Authority; and that said Bylaws are in full force and effect as of the date hereof.

Dated: January 24, 2022
_____________________________
Secretary of the City of Upland
Parking Authority

RESOLUTION NO. _____

RESOLUTION OF THE CITY OF UPLAND PARKING AUTHORITY

AUTHORIZING THE CREATION OF THE CITY OF UPLAND

FINANCING AUTHORITY AND CERTAIN OTHER MATTERS

PERTAINING THERETO
WHEREAS, the City of Upland Parking Authority (the “Parking Authority”) has determined that it is in the best interests of the Parking Authority to approve a joint powers authority which shall be created by the City of Upland (the “City”) and the Parking Authority for the purpose of assisting the members of such joint powers authority with the financing of public capital improvements for the benefit of the community; and
WHEREAS, it has been proposed that the City and the Parking Authority form a joint powers authority to be designated as the "City of Upland Financing Authority" (the "Financing Authority"), pursuant to a Joint Exercise of Powers Agreement (the "Joint Powers Agreement"), by and between the City and the Parking Authority, dated January 24, 2022, a copy of which has been presented to the City Council, pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, division 7, Title 1 of the California Government Code); and
WHEREAS, the Board of Directors of the Parking Authority, with the aid of its staff, has reviewed the Joint Powers Agreement and the Board of Directors wishes to approve the Joint Powers Agreement, the creation of the Financing Authority and matters related thereto.

NOW, THEREFORE, the Board of Directors of the City of Upland Parking Authority hereby finds, determines and resolves as follows:

Section 1. Creation of Authority. The Board of Directors of the Parking Authority hereby approves the creation of the Financing Authority, the membership of the Parking Authority therein and the Joint Powers Agreement. The Chair and the Secretary are and each of them is hereby authorized and directed to execute and delivery the Joint Powers Agreement for and on behalf of the City with any such changes as the Chair or his designee may deem appropriate.

Section 2. Effective Date. This Resolution is and shall be effective from the date of its adoption.

Resolution No.

PASSED, APPROVED and ADOPTED this 24th day of January 2022.

______________________________
Bill Velto, Chairperson

I, Keri Johnson, Secretary of the City of Upland Parking Authority, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City of Upland Parking Authority held on the 24th day of January, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

___________________________
Keri Johnson, Secretary

46708.00807\34693027.1

JOINT EXERCISE OF POWERS AGREEMENT

CREATING

CITY OF UPLAND FINANCING AUTHORITY
Dated as of January 24, 2022

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1 JOINT EXERCISE OF POWERS AGREEMENT

CREATING THE CITY OF UPLAND FINANCING AUTHORITY
THIS JOINT EXERCISE OF POWERS AGREEMENT (the “Agreement”), is made and entered into this January 24, 2022 by and among the Members (as defined herein); W I T N E S S E T H:

WHEREAS, agencies formed under Article 1 (commencing with Section 6500) of the Joint Powers Law (as defined herein) are permitted to provide financing for any of their members or other local public agencies in the State of California in connection with the lease, acquisition, construction and improvement of public capital improvements, working capital requirements or insurance programs of such members or other local agencies; and WHEREAS, the Members wish to form an agency under the Joint Powers Law, known as the City of Upland Financing Authority, for the purpose of providing an entity to assist in providing financing, for purposes which are authorized by law and which could finance, lease, own, operate and maintain public capital improvements for any of its members, or to be owned by any of its members (as defined herein).

NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized shall have the meanings specified.
“Agreement” means this Joint Exercise of Powers Agreement, as originally entered into or as amended from time to time in accordance with Section 8.05 hereof. “Authority” means the City of Upland Financing Authority established pursuant to Section

2.02 hereof.
“Board” means the Board referred to in Section 3.01 hereof, which shall be the governing body of the Authority.
“Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Joint Powers Law (commencing with Section 6584), as amended from time to time, Article 2 of the Joint Powers Law, as amended from time to time, or any other law available for use by the Authority in the authorization and issuance of Indebtedness or to provide for the financing of Indebtedness and/or Public Capital Improvements, as amended from time to time.

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2 “Bond Purchase Agreement” means an agreement between the Authority and a Member or a Local Agency, pursuant to which the Authority agrees to purchase Indebtedness from a Member or a Local Agency, as the case may be.
“City” means the City of Upland.
“Fiscal Year” means the fiscal year of the Authority as established from time to time by the Board, being at the date of this Agreement the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year.
“Indebtedness” means bonds, notes or other evidences of indebtedness, and all other obligations, instruments and agreements constituting “Bonds” under the Joint Powers Law, which are issued or incurred by or on behalf of the Authority, a Member or a Local Agency pursuant to the Bond Law or pursuant to any other provision of law to finance the lease, acquisition, construction or improvement of Public Capital Improvements, Working Capital Requirements, or liability or other insurance needs of any Local Agency (the “Local Obligations”). “Joint Powers Law” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, as amended from time to time. “Liability Share” means, with respect to any Member, the amount of a judgment for damages divided by the number of Members at the time the act or omission occurred, unless any portion of the judgment arises from an act or omission directly related to the studying, planning, financing, developing, acquiring, purchasing, construction, reconstructing, implement ing, improving, enlarging, enhancing, operating, maintaining, selling, disposing of, or decommissioning of any project undertaken by the Authority under this Agreement, in which case, with respect to such portion, the term “Liability Share” shall mean, with respect to any Member, the amount of such portion multiplied by a fraction equal to (i) such Member’s entitlement or right, if any, to participate in such project at the time the act or omission occurred, divided by (ii) the aggregate amount of all Members’ entitlements or rights to participate in such project at the time the act or omission occurred.
“Local Agency” means each of the Members, any agency or subdivision of a Member, and any other city, county, authority, district or public corporation of the State of California. “Members” means, collectively, all of the Members that are parties to this Agreement, which Members shall initially consist of the City of Upland and the City of Upland Parking Authority and which shall include all additional Members that become parties hereto pursuant to the provisions of Section 7.02 hereof; provided, however, that the term “Member” shall not include any entity which shall have withdrawn or been excluded from the Authority pursuant to Section

7.03 hereof.
“Parking Authority” means the City of Upland Parking Authority. “Public Agency” has the meaning given to the term “public agency” in Article 1 of the Joint Powers Law.
“Public Capital Improvements” has the meaning given such term in Section 6585(n) of the

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3 Bond Law, as such provision may be amended from time to time. “Working Capital Requirements” means the requirements of any Local Agency for funds to be used by, or on behalf of, such Local Agency for any purpose for which such Local Agency may borrow money pursuant to Section 53852 of the California Government Code, as amended from time to time.

ARTICLE II

GENERAL PROVISIONS
Section 2.01. Purpose. This Agreement is made pursuant to the Joint Powers Law providing for the joint exercise of powers common to two or more Members, and for other purposes as permitted under the Joint Powers Law and the Bond Law. The purpose of this Agreement is to provide for the financing or refinancing of Public Capital Improvements for and Working Capital Requirements and insurance programs of, the Members and any Local Agency, including without limitation, the purchase by the Authority of Indebtedness of any of the Members or a Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority to a Member or a Local Agency or the entering into of contractual arrangements by the Authority with a Member or a Local Agency and any other transaction authorized by the Joint Powers Law and other laws; engaging in financings relating to the encouragement of economic development and the stimulation of public revenues in the City through the acquisition and financing by the Authority of such Public Capital Improvements; and to engage in any other transactions authorized by the Joint Powers Law and other laws.

Section 2.02. Creation of Authority. Pursuant to the Joint Powers Law, there is hereby created a public entity to be known as the “City of Upland Financing Authority”. The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement.

ARTICLE III

BOARD
Section 3.01. Board. The Authority shall be governed by a Board, which shall be comprised of members determined as provided in this Section 3.01. The Board shall be called the “Board of the City of Upland Financing Authority.” Notwithstanding anything contained in this Section 3.01 to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the governing body of a Member, or after he or she resigns, is removed or for any other reason no longer serves as a member of the governing body of a Member. The Board members shall be the members of the City Council of the City.

Section 3.02. Powers. Subject to the limitations of this Agreement and the laws of the State of California, the powers of this Authority shall be vested in and exercis ed by and its property controlled and its affairs conducted by the Board. The Board shall have the responsibility for the general management of the affairs, property and business of the Authority and may, from time to time, adopt and modify such Bylaws and other rules and regulations for that purpose and for the conduct of its meetings as it may deem proper.

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4 Section 3.03. Compensation. Members of the Board shall serve without compensation.

Each such member may be reimbursed for necessary and actual expenses, including travel incident to his or her services as member of the Board, pursuant to resolution of the Board. Any member of the Board may elect, however, to decline said reimbursement.

Section 3.04. Meetings of the Board; Voting.
(a) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act, being Sections 54950 et seq. of the California Government Code, as amended from time to time. (b) Regular Meetings. The Board shall hold a regular meeting not less than once each calendar year. Regular meetings of the Board shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a Saturday, Sunday or legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the members of the Board.
(c) Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Authority or by a majority of the members of the Board, in accordance with the provisions of the California Government Code, as amended from time to time.
(d) Quorum. A majority of the total number of members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time.
(e) Voting. Each member of the Board shall have one vote. The affirmative votes of at least a majority of the members of the Board present at any meeting at which a quorum is present shall be required for the Board to take any action. Every act or decision done or made by a majority of the members of the Board present at any meeting at which a quorum is present shall be the act of the Board.

ARTICLE IV

OFFICERS AND EMPLOYEES
Section 4.01. Officers. The officers of the Authority shall be a Chairman, a Vice Chairman, an Executive Director, a Secretary, a Treasurer and such other officers as the Board may appoint. The Chairman shall be the Mayor of the City. The Vice Chairman shall be the Vice- Mayor of the City. The Treasurer shall be the Director of Finance of the City. The City Manager of the City shall serve as the Executive Director of the Authority. The City Clerk of the City shall serve as the Secretary of the Authority.

Section 4.02. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those herein above mentioned as the business of the Authority may require,

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5 each of whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement, or as the Board, from time to time, may authorize or determine.

Section 4.03. Removal of Officers. Any officer may be removed, either with or without cause, by a majority of the members of the Board at any regular or special meeting of the Board.

Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may delegate the powers and duties of such office to any officers or to any members of the Board until such time as a successor for said office has been appointed.

Section 4.04. Chairman. The Chairman shall be the chief executive officer of the Authority and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Authority. He or she shall be ex officio member of all standing committees, and shall have the general powers and duties of management of the Authority and shall have such other powers and duties as may be prescribed by the Board or this Agreement.

The Chairman shall preside at all meetings of the Board.

Section 4.05. Vice Chairman. In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as may, from time to time, be prescribed for him or her by the Board or this Agreement.

Section 4.06. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board may order, of all meetings of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board meetings and the proceedings thereof.

The Secretary shall give or cause to be given notice of all meetings of the Board. The Secretary shall keep the Authority records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or this Agreement.

Section 4.07. Treasurer. Pursuant to Section 6505.6 of the Joint Powers Law, the Board shall designate a Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Law.

The Treasurer is hereby designated as controller of the Authority and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Law. The controller of the Authority shall draw checks to pay demands against the Authority when the demands have been approved by the Authority.

Section 4.08. Officers in Charge of Records, Funds and Accounts. The Treasurer to the extent such officer’s duties and responsibilities require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $40,000.

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6 Section 4.09. Other Employees. The Board shall have the power to appoint and employ such other officers, employees, consultants and independent contractors as it may deem necessary for the purposes of this Agreement, any of whom may be employees of a Member, and who shall have such powers, duties and responsibilities as are determined by the Board.

All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, workers’ compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement.

None of the officers, agents, or employees directly employed by the Authority shall be deemed, by reason of their employment by the Authority to be employed by any of the Members or, by reason of their employment by the Authority, to be subject to any of the requirements of any of the Members.

Section 4.10. Conflict of Interest Code. The Authority by resolution shall adopt by reference a Conflict of Interest Code as required by the Political Reform Act, commencing with section 81000 of the Government Code of the State of California.

ARTICLE V

POWERS
Section 5.01. General Powers. The Authority shall exercise in the manner herein provided powers common to Members, or as otherwise permitted under the Joint Powers Law, and necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 5.03 hereof.

As provided in the Joint Powers Law, the Authority shall be a public entity separate from the Members. The Authority shall have all of the powers provided in the Joint Powers Law, including but not limited to Article 4 of the Joint Powers Law (commencing with Section 6584), and including the power to issue or incur Indebtedness under the Bond Law.

Section 5.02. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to plan, develop, acquire, construct, manage, maintain, repair, replace or operate any Public Capital Improvement, including the common power of the Members to acquire any Public Capital Improvement by the power of eminent domain;

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7 (d) to acquire (by the exercise of the power of eminent domain or otherwise), hold, lease, sell or otherwise dispose of any real or personal property, tangible or intangible, and any interests therein, wherever located;
(e) to issue or incur Indebtedness and otherwise to incur debts, liabilities or obligations, provided that no such Indebtedness, debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members;
(f) to sue and be sued in its own name;
(g) to establish a budget and authorize expenditures therefrom; (h) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States or of the State of California or from any private sources; (i) to enter into agreements for the creation of separate public entities and agencies pursuant to the Joint Powers Law;
(j) to invest any money in the treasury as determined b y the Authority, in accordance with applicable provisions of the Joint Powers Law and Section 53601 of the California Government Code, as amended from time to time; (k) to apply for letters of credit or other forms of financial guarantees in order to secure the repayment of Indebtedness and enter into agreements in connection therewith; (l) to carry out and enforce all the provisions of this Agreement; (m) to make and enter into Bond Purchase Agreements;
(n) to purchase Indebtedness of a Member or any Local Agency; (o) to establish non-profit corporations or for-profit corporations to assist in accomplishing any of its objectives; and
(p) to exercise any and all other powers as may be permitted by State law and/or the Joint Powers Law (including Section 6588 of the Joint Powers Law).

Section 5.03. Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Joint Powers Law and in the Bond Law subject only to the restrictions upon the manner of exercising such powers as are imposed upon the Members in the exercise of similar powers.

Section 5.04. Liability; Contribution. Pursuant to the Joint Powers Law, the debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Members, except as provided by Section 895.2 of the California Government Code, as amended from time to time, in the case of injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement. In the event any Member is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the

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8 performance of this Agreement, and pays in excess of its Liability Share of such judgment, such Member shall be entitled to contribution from each other Member and may require each other Member to pay an amount towards the judgment for damages, but in no event shall any such other Member be required to pay in excess of its Liability Share of such judgment. No Board member, Member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on any obligations of the Authority or be subject to any personal liability or accountability by reason of any obligations of the Authority; but nothing herein contained shall relieve any such Board member, Member, officer, agent or employee from the performance of any official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. Nothing contained in this Agreement shall in any way diminish the liability of any Member or other party with respect to any contract between such Member or other party and the Authority.

Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member or Employee. In the event any Board member, officer or employee of the Authority be sued, either alone or with others, because he or she is or was a Board member, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity to such person for reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees the amount of any judgment, incurred in the defense of the proceeding.

Section 5.06. Execution of Contracts. The Board, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authorization may be in general or confined to specific instances and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

ARTICLE VI

CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. In accordance with the California Government Code, the Members may in the appropriate circumstances when required hereunder: (a) make contributions from their treasuries as approved from time to time by the Board, for the purposes set forth herein, (b) make payments of public funds to defray the cost of such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use their personnel, equipment or property in lieu of other contributions or advances. The provisions of Section 6513 of the Joint Powers Law are hereby incorporated into this Agreement. The Authority may make such arrangements relative to the repayment or return to the Members of such contributions, payments and advances as are approved from time to time by the Board.

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9 Any Member which fails to make or pay when due any required contribution, payment or advance to the Authority, may have its rights under this Agreement terminated and may be excluded from participation in the Authority as provided in Section 7.03(c) hereof. Any such Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

Section 6.02. Accounts and Reports. There shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any resolution, indenture or other instrument of the Authority securing its Indebtedness, except insofar as such powers, duties and responsibilities are assigned to a trustee appointed pursuant to such resolution, indenture or instrument. The books and records of the Authority shall be open to inspection at all reasonable times by the Members and their representatives. The Authority shall give an audited written report of all financial activi ties for each Fiscal Year to the Members within 210 days after the close of each Fiscal Year.

The Treasurer, as controller of the Authority, shall contract with a certified public accountant or public accountant to make an independent annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code, as amended from time to time, and shall conform to generally accepted auditing standards. When such an audit of an account and record is made by a certified public accountant or public accountant, a report thereof shall be filed as public records with each of the Members and with the county auditor of San Bernardino County. Such report shall be filed within 12 months of the end of the Fiscal Year under examination.

Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this Section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose.

Section 6.03. Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, and shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement.

Section 6.04. Annual Budget and Administrative Expenses. The Board may adopt a budget for administrative expenses, which shall include all expenses not included in any financing issue of the Authority, annually prior to July 1st of each year. The estimated annual administrative expenses of the Authority shall be allocated by the Authority to the Members equally.

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10 ARTICLE VII

TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term. This Agreement shall become effective as of the date first set forth above, and the Authority shall come into existence, on the date of execution and delivery hereof, and this Agreement shall thereafter continue in full force and effect until the later of December 31, 2090, or the date on which all Indebtedness and other obligations of the Authority and the interest thereon shall have been paid in full or until adequate provision for such payment shall have been made in accordance with the instruments governing such Indebtedness, and no contracts to which the Authority is a party remain in effect, unless earlier dissolved pursuant to Section 7.04 hereof.

Section 7.02. Addition of Members. (a) Public Agencies possessing one or more of the powers specified in the first paragraph of the recitals to this Agreement may be added as parties to this Agreement, and become Members, upon the filing by such Public Agency with the Board of an instrument in form and substance satisfactory to the Board together with a certified copy of a resolution of its governing body, whereby the Public Agency (i) agrees to the provisions of this Agreement and (ii) requests to become a Member. In reviewing an application for membership, the Board may reject said application based on the creditworthiness of the applicant or on any other matter which has affected or may affect the creditworthiness of the applicant and which may thereby affect the creditworthiness of the Authority. The Board also reserves the right to reject an applicant if the Board determines that the membership of such applicant would be detrimental to the effectiveness of the Authority or would interfere with the realization of the Authority’s goals and purposes.
(b) Notwithstanding Section 7.02(a) hereof, no such Public Agency shall become a Member until (i) its admission is approved by a vote of a majority of the Board voting on the matter and (ii) such Public Agency deposits or agrees to deposit with the Authority an amount equal to such share of the costs and expenses incurred by the Authority prior to the date of admission of such Public Agency as a Member as shall be determined by the Board.
(c) Upon satisfaction of the provisions of Section 7.02(a) and 7.02(b) hereof, such Public Agency shall be a Member for all purposes of this Agreement, and the instrument provided pursuant to Section 7.02(a) hereof shall become a part of the official records of the Authority. Neither the effectiveness of such membership nor such instrument shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof.

Section 7.03. Withdrawal or Exclusion of a Member. (a) Any Member may withdraw from the Authority upon the following conditions: (i) the Member shall have filed with the Board a certified copy of a resolution of its governing body expressing its desire to so withdraw and (ii) if the Authority, prior to the filing of such resolution, shall have incurred any obligation payable from contributions, payments or advances in accordance with Section 6.01 hereof, which obligation matures after the date of such filing, the withdrawing Member shall have paid, or made arrangements satisfactory to the Board to pay to the Authority its pro rata portion of such obligation.

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11 (b) Upon compliance with the conditions specified in Section 7.03(a) hereof, the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any contract between the withdrawing Member and the Authority. (c) Any Member which has (i) defaulted under a contract with the Authority, or (ii) failed to pay any required contributions, payments or advances in accordance with Section 6.01 hereof, may have its rights under this Agreement terminated and may be excluded from participating in the Authority by a vote of a majority of the members of the Board voting on the matter (excluding from voting the member(s) of the Board, if any, representing the defaulting Member). Any excluded Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

No withdrawal from membership pursuant to Sections 7.03(a) and 7.03(b) hereof or exclusion from participation pursuant to Section 7.03(c) hereof shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof.

Section 7.04. Dissolution. With the approval of the Board, the Authority may be dissolved, if at the time of such dissolution the Authority has no Indebtedness outstanding and is not a party to any contract remaining in effect (unless adequate provision shall have been made for the discharge of such contract). Upon the dissolution or termination of the Authority, and after payment or provision for payment, all debts and liabilities, the assets of the Authority shall be distributed to the Members in such manner as shall be determined by the Board.

ARTICLE VIII

MISCELLANEOUS PROVISIONS
Section 8.01. Notices. (a) Any notice, demand or request to any Member provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to the person designated by such Member upon the commencement of its membership in the Authority. (b) A Member may, at any time, by written notice to each other Member and the Authority, designate different persons or different addresses for the giving of notices, demands or requests to it hereunder.
(c) Any notice, demand or request to the Authority provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to City of Upland Financing Authority, 460 N Euclid Ave, Upland, CA 91786, or at the notice address most recently provided by said Member pursuant to this Section 8.01.

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12 (d) The Authority may, at any time, by written notice to each Member, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder.

Section 8.02. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision of this Agreement.

Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.

Section 8.04. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed.

Section 8.05. Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of Indebtedness issued or incurred by the Authority, a Member or a Local Agency or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all then current Members either as required in order to carry out any of the provisions of this Agreement or for any other purpose.

Section 8.06. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement.

Section 8.07. Severability. In the event that any term, covenant or condition of this Agreement or the application of such term, covenant or condition shall be held invalid as to any person or circumstance by any court having jurisdiction in the premises, all other terms, covenants and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the provisions are not separable from all other provisions of this Agreement.

Section 8.08. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Members. No Member may assign any right or obligation hereunder without the written consent of the other Members. The immediately preceding sentence shall not affect, in any respect, any right of assignment under any contract between any Member and the Authority.

Section 8.09. Execution of Counterparts. This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.

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13 CITY OF UPLAND
By: ______________________________________
Bill Velto, Mayor
ATTEST:
_________________________________
Keri Johnson, City Clerk

CITY OF UPLAND PARKING AUTHORITY
By: ______________________________________
Bill Velto, Chairman AT
ATTEST:
_________________________________
Keri Johnson, Secretary

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TABLE OF CONTENTS

Page

-i-

ARTICLE I DEFINITIONS
Section 1.01. Definitions............................................................................................ 1

ARTICLE II GENERAL PROVISIONS
Section 2.01. Purpose ................................................................................................. 3 Section 2.02. Creation of Authority ........................................................................... 3

ARTICLE III BOARD
Section 3.01. Board .................................................................................................... 3 Section 3.02. Powers .................................................................................................. 3 Section 3.03. Compensation ...................................................................................... 4 Section 3.04. Meetings of the Board; Voting ............................................................ 4

ARTICLE IV OFFICERS AND EMPLOYEES
Section 4.01. Officers ................................................................................................ 4 Section 4.02. Subordinate Officers ............................................................................ 5 Section 4.03. Removal of Officers ............................................................................. 5 Section 4.04. Chairman .............................................................................................. 5 Section 4.05. Vice Chairman ..................................................................................... 5 Section 4.06. Secretary .............................................................................................. 5 Section 4.07. Treasurer .............................................................................................. 5 Section 4.08. Officers in Charge of Records, Funds and Accounts ........................... 6 Section 4.09. Other Employees .................................................................................. 6 Section 4.10. Conflict of Interest Code ...................................................................... 6

ARTICLE V POWERS
Section 5.01. General Powers .................................................................................... 6 Section 5.02. Specific Powers .................................................................................... 6 Section 5.03. Restrictions on Exercise of Powers...................................................... 7 Section 5.04. Liability; Contribution ......................................................................... 8 Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member or Employee ................................................................ 8 Section 5.06. Execution of Contracts ......................................................................... 8 ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions........................................................................................ 8 Section 6.02. Accounts and Reports .......................................................................... 9 Section 6.03. Funds .................................................................................................... 9

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TABLE OF CONTENTS
(continued)
Page

-ii-

Section 6.04. Annual Budget and Administrative Expenses ................................... 10 ARTICLE VII TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term ................................................................................................... 10 Section 7.02. Addition of Members ......................................................................... 10 Section 7.03. Withdrawal or Exclusion of a Member .............................................. 10 Section 7.04. Dissolution ......................................................................................... 11

ARTICLE VIII MISCELLANEOUS PROVISIONS
Section 8.01. Notices ............................................................................................... 11 Section 8.02. Section Headings ............................................................................... 12 Section 8.03. Consent .............................................................................................. 12 Section 8.04. Law Governing .................................................................................. 12 Section 8.05. Amendments ...................................................................................... 12 Section 8.06. Enforcement by Authority ................................................................. 12 Section 8.07. Severability ........................................................................................ 12 Section 8.08. Successors and Assigns...................................................................... 12 Section 8.09. Execution of Counterparts ................................................................. 12

RESOLUTION NO. _____

RESOLUTION OF THE CITY OF UPLAND FINANCING

AUTHORITY APPROVING AND ADOPTING BYLAWS,

ESTABLISHING REGULAR MEETING DATES AND

AUTHORIZING CERTAIN OTHER ACTIONS IN

CONNECTION THEREWITH
WHEREAS, the City of Upland Financing Authority (the "Authority") was formed pursuant to the provisions of 6500 of the California Government Code (the “Act”); and
WHEREAS, pursuant to the Act the Authority may from time to time make bylaws to carry into effect its powers and purposes; and WHEREAS, the Authority must appoint officers to act on behalf of the Authority; and
WHEREAS, the Authority has reviewed the Bylaws, which provides for the appointment of officers, for the Authority, substantially in the form annexed hereto as Exhibit A.

WHEREAS, the Joint Powers Agreement provides that regular meetings of the Board of Directors of the Authority (the “Board of Directors”) shall be held at such time as the Board of Directors may fix by resolution from time to time and special meetings shall be held whenever called by the Chairperson of the Board of Directors, the Executive Director of the Authority or by a majority of the members of the Board of Directors;
WHEREAS, Government Code Section 6592.1 requires resolutions authorizing bonds or any issuance of bonds or accepting the benefit of any bonds or the proceeds of bonds be adopted by a joint powers authority at a regular meeting held pursuant to Government Code Section 54954; and NOW, THEREFORE, the Board of Directors of the City of Upland Financing Authority hereby finds, determines and resolves as follows:

Section 1. Approval of Bylaws. The Authority hereby approves and adopts the Bylaws, substantially in the form annexed hereto, marked "Exhibit A," with such revisions, amendments and completions as shall be approved by the Executive Director or the Finance Director of the Authority (each a “Responsible Officer”) with the advice of counsel to the Authority.

Section 2. Establishment of Regular Meeting Dates. Any regular meeting of the Board of Directors shall be held at the same time and same location as regular meetings of the City Council of the City of Upland and noticed in the same manner, provided, however, that if an agenda (containing a brief general description of each item of business to be transacted or discussed) for any such regular meeting of the Board of Directors is not posted at least 72 hours before any such regular meeting, such regular meeting shall be deemed cancelled. If any day so fixed for a regular meeting shall fall upon

Resolution No.

a legal holiday, then such regular meeting shall be held upon the next succeeding business day at the same hour. The Board of Directors shall conduct a regular meeting at least once each calendar year on the second Monday of December.

Section 3. Appointment of Officers. The officers of the Authority are hereby appointed as follows:

The Chairman shall be the Mayor of the City,
The Vice-Chairman shall be the Mayor Pro Tem of the City, The Executive Director shall be the City Manager,
The Treasurer shall be the Finance Director of the City, and The Secretary shall be the City Clerk.

Section 4. Other Acts. Each Responsible Officer of the Authority and each officer of the Authority is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution.

Section 5. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED, APPROVED AND ADOPTED this 24th day of January, 2022.

_______________________________
Bill Velto, Chairperson

I, Keri Johnson, Secretary of the City of Upland Financing Authority, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City of Upland Financing Authority held on the 24th day of January, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

_________________________
Keri Johnson, Secretary

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BYLAWS
OF

CITY OF UPLAND FINANCING AUTHORITY

ARTICLE I
Definitions
In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized, shall have the meanings specified:
(a) Agreement shall mean the Joint Exercise of Powers Agreement creating City of Upland Financing Authority, dated as of January 24, 2022, among the parties thereto.
(b) Authority, Board, Member and Joint Powers Law shall have the respective meanings set forth in the Agreement.
(c) City shall mean the City of Upland.
(d) State shall mean the State of California.

ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Authority shall be located at 460 N Euclid Ave, Upland, CA 91786.

ARTICLE III
Board
Section 1. Powers. Subject to the limitations of the Agreement, the terms of these Bylaws, and the laws of the State of California, the powers of this Authority shal l be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority.

Section 2. Number. The Board shall have five (5) Directors and shall be the members of the City Council. Each Director shall hold office for a term corresponding to the term of office on the City Council. Notwithstanding anything contained in this section to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the City Council, or after he or she resigns, or for any other reason, no longer serves on the City Council.

Section 3. Compensation. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, incl uding travel

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2 incident to his or her services as Director, pursuant to resolution of the Board. Any Director may elect, however, to decline said reimbursement.

Section 4. Regular Meetings. Regular meetings of the Board shall be held at the same time as regular scheduled times of the City Council, however, the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the Directors.

Section 5. Special Meetings. Special meetings of the Board shall be held whenever called by the President, any Vice-President, or by a majority of the Board.

Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in accordance with such Act.

Section 7. Consent to Meetings. The transactions of the Board at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, con sents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

Section 8. Quorum. A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute, by t he Agreement, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be the act of the Board.

Section 9. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting:
(a) Roll call of Officers Report on the number of Directors present in order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be.
(c) Approval of minutes of previous meetings of the Board and the taking of action with respect to approval thereof.
(d) Public comment.
(e) Presentation and consideration of reports of officers and committees.

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3 (f) Unfinished business.
(g) New business.
(h) Adjournment.

Section 10. Non-liability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority.

Section 11. Indemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because he is or was a director, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for his reasonable expenses, in cluding attorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees, incurred in the defense of the proceeding.

ARTICLE IV
Officers
Section 1. Appointment of Officers. The Chairman, the Vice Chairman, Treasurer, Executive Director, and Secretary of the Authority shall be the persons as set forth in Section 4.01 of the Agreement. In addition, the City’s Director of Finance shall act as Finance Director of the Authority, and the city attorney shall act as ex officio legal counsel.

Section 2. Term of Office and Qualification. Each officer elected or appointed pursuant to Section 1 of this Article IV shall hold office until such time as such officer ceases (in the case of the Chairman or Vice Chairman) to be a member of the Board, resigns or is removed from such office in accordance with the provisions of Article V of these Bylaws or is unable to perform the duties of such office.

Section 3. Official Bond. The Treasurer, to the extent such officer’s duties and responsibilities pursuant to the Joint Powers Law may require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $25,000.

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4 Section 4. Compensation. The compensation of all officers of the Authority shall be fixed from time to time by the Board, or pursuant to authority of (general or specific) resolutions of the Board. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a member of the Board of the Authority.

Section 5. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws, or as the Board from time to time may authorize or determine.

ARTICLE V
Resignations
Section 1. Voluntary Resignation; Notice of Effectiveness. Any member of the Board or officer of the Authority may, subject to contrary provision in any applicable contract, resign at any time by giving written notice to the Board or to the Chairman or to the Secretary of the Authority. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 2. Involuntary Resignation; Request. The Board, in the exercise of its discretion, may request the resignation of any officer elected or appointed pursuant to Article IV of these Bylaws. Pursuant to such request, subject to contrary provisions in any applicable contracts, such officer shall resign by givi ng written notice to the Board.

Any such resignation shall take effect at the time specified in such request. If such resignation is not received within 30 days, the Board may call a meeting at which a quorum is present and may vote to remove such officer.

ARTICLE VI
Vacancies Among Officers
If the office of any officer elected or appointed pursuant to Article IV of these Bylaws becomes vacant at any time by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, such vacancy may be filled at any time by the Board.

ARTICLE VII
Official Seal
The Authority shall have an official seal which shall be circular in form, containing thereon the name of the Authority, and the words “Established January 24, 2022, California.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced in any manner whatsoever.

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5 ARTICLE VIII
Amendments
These Bylaws may be modified, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the members of the Board at any regular or special meeting of the Board at which a quorum is present.

ARTICLE IX
Severability
Any adjudication that these Bylaws or any part thereof is invalid shall not affect the validity of the remainder of these Bylaws.

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6 SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Secretary of the City of Upland Financing Authority, a joint exercise of powers authority; that attached hereto is a true, correct and complete copy of the Bylaws of City of Upland Financing Authority; and that said Bylaws are in full force and effect as of the date hereof.

Dated: January 24, 2022
_____________________________
Secretary of the City of Upland
Financing Authority