Upland City Council
June 13, 2022

46708.00207\40043627.6

-3-

1.1.14 Claim. Any claim, loss, cost, damage, expense, liability, lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwis e), charge, award, assessment, fine or penalty of any kind (including consultant and expert fees and expenses and investigation costs of whatever kind or nature and, if an Indemnitor improperly fails to provide a defense for an Indemnitee, then Legal Costs of the Indemnitee) and any judgment.

1.1.15 Close of Escrow. The first date on which the Escrow Agent has filed the Seller Deed with the County for recording in the official records of the County.

1.1.16 Control. Possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether by ownership of Equity Interests, by contract or otherwise.

1.1.17 County. The County of San Bernardino.

1.1.18 Default. An Escrow Default, a Monetary Default or a Non-Monetary Default.

1.1.19 Default Interest. Interest at an annual rate equal to the lesser of: (a) eight (8%) per annum; or (b) the Usury Limit.

1.1.20 Deposit. Buyer is responsible for providing a Deposit in the amount of Ten Thousand Dollars and Zero Cents ($10,000.00) that will include, but is not limited to, Buyer’s coverage for Seller’s legal costs in preparing this Agreement, the cost of the appraisal associated with the Property, the required lot line adjustment necessary for Property, and to either relocate an existing SCE light pole into an adjacent landscaped planter within the City-owned parking lot, or remove the light pole as directed by the Development Services Director and Public Works Director.

1.1.21 Due Diligence Completion Notice. A written notice from Buyer delivered to both Seller and Escrow Agent, prior to the end of the Due Diligence Period, indicating Buyer’s unconditional acceptance of the condition of the Property or indicating Buyer’s rejection of the condition of the Property and refusal to accept a conveyance of title to the Property, describing in reasonable detail the actions that Buyer reasonably believes are indicated to allow Buyer to unconditionally accept the condition of the Property.

1.1.22 Due Diligence Investigations. Buyer’s due diligence investigations of the physical and economic feasibility of the Property for Buyer’s intended use of the Property, including investigation of the environmental and geotechnical conditions of the Property, obtaining Approvals for Buyer’s intended use of the Property, studying the economic feasibility of Buyer’s intended use of the Property, obtaining tenant commitments for Buyer’s intended use of the Property, all as deemed appropriate in the reasonable discretion of Buyer and all at the sole cost and expense of Buyer.

1.1.23 Due Diligence Period. The time period of Ninety (90) consecutive calendar days commencing on the day immediately following the Escrow Opening Date.

1.1.24 Effective Date. Defined in Section 2.

46708.00207\40043627.6

-4-

1.1.25 Environmental Claim. Any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements or expenses, including Legal Costs and fees and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever, directly or indirectly, relating to or arising from any actual or alleged violation of any Environmental Law or any Hazardous Substance Discharge.

1.1.26 Environmental Laws. All Federal, State, local or City laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Government in effect on or enacted after the Effective Date, regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use or pertaining to occupational health or industrial hygiene or occupational or environmental conditions on, under or about the Property, as now or may at any later time be in effect, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (“RCRA”) [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (“FWPCA”) [33 USC Section 1251 et seq.]; the Toxic Substances Control Act (“TSCA”) [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act (“HMTA”) [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.]; or the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.]; together with any regulations promulgated under the authorities referenced in this Section 1.1.26.

1.1.27 Equity Interest. All or any part of any equity or ownership interest(s) (whether stock, partnership interest, beneficial interest in a trust, membership interest in a limited liability company, or other interest of an ownership or equity nature) in any entity, at any tier of ownership, that directly owns or holds any ownership or equity interest in a Person.

1.1.28 Escrow. An escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the sale of the Property from Seller to Buyer pursuant to this Agreement.

1.1.29 Escrow Agent. Kim String/Joyce Strohm, Branch Operations Manager, Stewart Title of California, 1200 California Street, Suite 120, Redlands, CA 92374 , Phone (909) 335-9868, or such other Person mutually agreed upon in writing by both Seller and Buyer.

1.1.30 Escrow Closing Date. The earlier of: (a) on or before the fifteenth (15th) Business Day following the Escrow Agent’s receipt of written confirmation from both Seller and Buyer of the satisfaction or waiver of all conditions precedent to the Close of Escrow; (b) the

46708.00207\40043627.6

-5-

Ninety (90) calendar day following the Escrow Opening Date; or (c) another date mutually agreed upon in writing between the Parties for the Close of Escrow, in the Parties’ respective sole and absolute discretion.

1.1.31 Escrow Closing Statement. A statement prepared by the Escrow Agent indicating, among other things, the Escrow Agent’s estimate of all funds to be deposited or received by Seller or Buyer, respectively, and all charges to be paid by Seller or Buyer, respectively, through the Escrow.

1.1.32 Escrow Default. The unexcused failure of a Party to submit any document or funds to the Escrow Agent as reasonably necessary to close the Escrow, pursuant to the terms and conditions of this Agreement.

1.1.33 Escrow Opening Date. The first date on which a copy of this Agreement signed by both Seller and Buyer is deposited with the Escrow Agent, as provided in Section 4.1.

1.1.34 Event of Default. The occurrence of any one or more of the following:
(a) Monetary Default. A Monetary Default that continues for seven (7) calendar days after Notice to the Party in Default, specifying in reasonable detail the amount of money not paid or the bond, surety or insurance not provided; (b) Escrow Default. An Escrow Default that continues for seven (7) calendar days after Notice to the Party in Default, specifying in reasonable detail the document or funds not submitted;
(c) Bankruptcy or Insolvency. Buyer admits in writing that Buyer is unable to pay Buyer’s debts as they become due or Buyer becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within ninety (90) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of Buyer’s assets or Buyer’s interest in this Agreement or the Property (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within ninety (90) days);
(d) Transfer. The occurrence of a Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms or conditions of this Agreement; or (e) Non-Monetary Default. Any Non-Monetary Default, other than those specifically addressed in Section 1.1.34(c) or Section 1.1.34(d), that is not cured within thirty (30) days after Notice to the Party in Default describing the Non-Monetary Default in reasonable detail. In the case of such a Non-Monetary Default that cannot with reasonable diligence be cured within thirty (30) days after the effective date of such Notice, an Event of Default shall occur, if the Party in Default does not do all of the following: (a) within thirty (30) days after Notice of such Non-Monetary Default, advise the other Party of the intention of the Party in Default to take all reasonable steps to cure such Non-Monetary Default; (b) duly commence such cure within such thirty (30) day period; and (c) diligently prosecute such cure to completion within a reasonable time under the circumstances.

46708.00207\40043627.6

-6-

1.1.35 Federal. The federal government of the United States of America.

1.1.36 Final. Relative to issuance or denial of any Approval, when all administrative appeal periods regarding such Approval have expired, without the valid commencement of any such appeal, or all administrative appeals or challenges validly commenced regarding such Approval have been resolved to Buyer’s reasonable satisfaction.

1.1.37 FIRPTA Affidavit. A certification that Seller is not a “foreign person” within the meaning of such term under Section 1445 of the United States Internal Revenue Code.

1.1.38 Form 593. A California Franchise Tax Board Form 593-C.

1.1.39 Government. Any and all courts, boards, agencies, commissions, offices or authorities of any nature whatsoever of any governmental unit (Federal, State, County, district, municipal, City or otherwise) whether now or later in existence.

1.1.40 Hazardous Substance. Any flammable substance, explosive, radioactive material, asbestos, asbestos-containing material, polychlorinated biphenyl, chemical known to cause cancer or reproductive toxicity, pollutant, contaminant, hazardous waste, medical wastes, toxic substance or related material, explosive, petroleum, petroleum product or any “hazardous” or “toxic” material, substance or waste that is defined by those or similar terms or is regulated as such under any Law, including any material, substance or waste that is: (a) defined as a “hazardous substance” under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (b) designated as “hazardous substances” pursuant to 33 U.S.C. § 1321; (c) defined as a “hazardous waste” under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (d) defined as a “hazardous substance” or “hazardous waste” under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986, 42 U.S.C. § 9601, et seq., or any so-called “superfund” or “superlien” law; (e) defined as a “pollutant” or “contaminant” under 42 U.S.C. § 9601(33); (f) defined as “hazardous waste” under 40 C.F.R. Part 260; (g) defined as a “hazardous chemical” under 29 C.F.R. Part 1910; (h) any matter within the definition of “hazardous substance” set forth in 15 U.S.C. § 1262; (i) any matter, waste or substance regulated under the Toxic Substances Control Act (“TSCA”) [15 U.S.C. Secti ons 2601, et seq.]; (j) any matter, waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C.

Sections 1801, et seq.; (k) those substances listed in the United States Department of Transportation (DOT)Table [49 C.F.R. 172.101]; (l) any matter, waste or substances designated by the EPA, or any successor authority, as a hazardous substance [40 C.F.R. Part 302]; (m) defined as “hazardous waste” in Section 25117 of the California Health and Safety Code; (n) defined as a “hazardous substance” in Section 25316 of the California Health and Safety Code; (o) that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health, plant life, animal life, natural resources, property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source; or (p) that is or becomes regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to Law.

1.1.41 Hazardous Substance Discharge. Any deposit, discharge, generation, release or spill of a Hazardous Substance that occurs at, on, under, into or from the Property or

46708.00207\40043627.6

-7-

during transportation of any Hazardous Substance to or from the Property, or that arises at any time from any construction, installation, use or operation or other activities conducted at, on, under or from the Property, whether or not caused by a Party.

1.1.42 Indemnify. Where this Agreement states that any Indemnitor shall “indemnify” any Indemnitee from, against or for a particular Claim, that the Indemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such Claim (alleged or otherwise). “Indemnified” shall have the correlative meaning.

1.1.43 Indemnitee. Any Person entitled to be Indemnified under the terms of this Agreement.

1.1.44 Indemnitor. A Party that agrees to Indemnify any other Person under the terms of this Agreement.

1.1.45 Law. Every law, ordinance, requirement, order, proclamation, directive, rule or regulation of any Government applicable to the Property, in any way, including relating to any development, construction, use, maintenance, taxation, operation, occupancy of or environmental conditions affecting the Property, or relating to any taxes, or otherwise relating to this Agreement or any Party’s rights, obligations or remedies under this Agreement, or any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted , modified, amended or imposed at some later time, subject in all cases, however, to any applicable waiver, variance or exemption.

1.1.46 Legal Costs. In reference to any Person, all reasonable costs and expenses such Person incurs in any legal proceeding or other matter for which such Person is entitled to be reimbursed for its Legal Costs, including reasonable attorneys’ fees, court costs and expenses and consultant and expert witness fees and expenses.

1.1.47 Monetary Default. Any failure by either Party to pay or deposit, when and as this Agreement requires, any amount of money, bond, surety or evidence of any insurance coverage required to be provided under this Agreement, whether to or with a Party or a Third Person.

1.1.48 Non-Monetary Default. The occurrence of any of the following, except to the extent constituting a Monetary Default or an Escrow Default: (a) any failure of a Party to perform any of such Party’s obligations under this Agreement; (b) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or (c) any other event or circumstance that, with passage of time or giving of Notice, or both, or neither, would constitute a breach of this Agreement by a Party.

1.1.49 Notice. Any consent, demand, designation, election, notice or request relating to this Agreement, including any Notice of Default. All Notices must be in writing.

1.1.50 Notify. To give a Notice.

1.1.51 Parties. Collectively, Seller and Buyer.

46708.00207\40043627.6

-8-

1.1.52 Party. Individually, either Seller or Buyer, as applicable.

1.1.53 Permitted Exception. All of the following: (a) all items shown in the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy that are approved by Buyer pursuant to Section 3.4; (b) any lien for non-delinquent property taxes or assessments; (c) any Laws applicable to the Property; (d) this Agreement; (e) the covenants, conditions or powers in the Seller Deed; (f) any existing improvements on the Property, if any; (g) any Approval; and (h) any other document or encumbrance expressly required or allowed to be recorded against the Property pursuant to the terms of this Agreement.

1.1.54 Person. Any association, corporation, governmental entity or agency, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization or other entity of any kind.

1.1.55 Preliminary Report. A preliminary report issued by the Title Company in contemplation of the issuance of the Buyer Title Policy, accompanied by the best available copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Buyer Title Policy.

1.1.56 Property. That certain real property specifically described in Exhibit “A” attached to this Agreement.

1.1.57 Purchase Price. Fifteen Thousand Dollars($15,000).

1.1.58 Seller. City of Upland, a Municipal Corporation and any assignee of or successor to the rights, powers or responsibilities of Seller.

1.1.59 Seller Deed. A deed conveying Seller’s interest in the Property from Seller to Buyer, at the Close of Escrow, substantially in the form of Exhibit “C” attached to this Agreement.

1.1.60 Seller Parties. Collectively, Seller, Seller’s City Council and Seller’s elected officials, employees, agents and attorneys.

1.1.61 State. The State of California.

1.1.62 Third Person. Any Person that is not a Party, an Affiliate of a Party or an elected official, officer, director, manager, shareholder, member, principal, partner, employee or agent of a Party.

1.1.63 Title Company. Kim String/Joyce Strohm, Branch Operations Manager, Stewart Title of California, 1200 California Street, Suite 120, Redlands, CA 92374 , Phone (909) 335-9868, or such other Person mutually agreed upon in writing by both Seller and Buyer.

1.1.64 Title Notice. A written notice from Buyer to Seller indicating Buyer’s acceptance of the state of the title to the Property, as described in the Preliminary Report, or Buyer’s disapproval or conditional approval of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy, describing

46708.00207\40043627.6

-9-

in suitable detail the actions that Buyer reasonably believes are required to obtain Buyer’s unconditional approval of the state of the title to the Property.

1.1.65 Title Notice Response. The written response of Seller to the Title Notice, in which Seller either elects to: (a) cause the removal from the Preliminary Report of any matters disapproved or conditionally approved in the Title Notice; (b) obtain title or other insurance or endorsement in a form reasonably satisfactory to Buyer insuring against any matters disapproved or conditionally approved in the Title Notice; or (c) not take either action described in clause “(a)” or “(b)” of this Section 1.1.65.

1.1.66 Title Notice Waiver. A written notice from Buyer to Seller waiving Buyer’s previous disapproval or conditional approval in the Title Notice of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy.

1.1.67 Transfer. Regarding any property, right or obligation, any of the following, whether by operation of Law or otherwise, whether voluntary or involuntary and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange, issuance, modification, reallocation, sale or other transfer of any Equity Interest(s) in the owner of such property, right or obligation by the holders of such Equity Interest(s); or (c) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses “(b)” or “(c)” of this Section 1.1.67, shall be deemed a Transfer by Buyer, even though Buyer is not technically the transferor. A “Transfer” shall not, however, include any of the following (provided that the other Party has received Notice of such occurrence) relating to the Property or any Equity Interest: (i) a mere change in form of ownership, with no material change in beneficial ownership, that constitutes a tax-free transaction under, as applicable, Federal income tax law or State real estate transfer tax law; (ii) a conveyance only to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit; or (iii) a conveyance only to any Person that, as of the Effective Date, holds an Equity Interest in the entity whose Equity Interest is being transferred.

1.1.68 Unavoidable Delay. A delay in either Party performing any obligation under this Agreement arising from or on account of any cause whatsoever beyond the Party’s reasonable control, including strikes, labor troubles or other union activities, casualty, war, acts of terrorism, riots, litigation, governmental action or inaction, regional natural disasters or inability to obtain required materials. Unavoidable Delay shall not include delay caused by a Party’s financial condition or insolvency.

1.1.69 Usury Limit. The highest rate of interest, if any, that Law allows under the circumstances.

2. EFFECTIVE DATE. This Agreement shall become effective on the first date on which all of the following have occurred: (“Effective Date”): (a) Seller has received three (3) counterpart originals of this Agreement signed by the authorized representative(s) of Buyer; (b) Seller has

46708.00207\40043627.6

-10-

received a certified copy of the Buyer Official Action signed by the authorized representative(s) of Buyer; (c) this Agreement has been approved by Seller’s City Council; (d) this Agreement has been signed by the authorized representative(s) of Seller; and (e) one (1) original of this Agreement signed by the authorized representative(s) of Seller has been delivered by Seller to Buyer. Seller shall send Notice of the Effective Date to Buyer within seven (7) days following the occurrence of the Effective Date. Buyer shall sign and return a copy of such Notice to Seller within seven (7) days after receipt of such Notice.

3. PURCHASE AND SALE OF PROPERTY

3.1 Escrow. Seller shall sell the Property to Buyer and Buyer shall purchase the Property from Seller, subject to the Permitted Exceptions and the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale of the Property from Seller to Buyer and the purchase of the Property by Buyer from Seller, pursua nt to the terms and conditions of this Agreement, Seller and Buyer agree to open the Escrow with the Escrow Agent. The provisions of Section 4 are the joint escrow instructions of the Parties to the Escrow Agent for conducting the Escrow.

3.2 Payment of Purchase Price. Buyer shall purchase the Property from Seller for the Purchase Price, subject to the terms and conditions of this Agreement. Buyer s hall pay the Purchase Price at the Close of Escrow in immediately available funds.

3.3 Deposit. Buyer shall deliver the Deposit to Escrow Agent within ten days (10 Days) Business Days following the Escrow Opening Date. The Deposit shall become non-refundable to Buyer, as earned compensation to Seller for providing the Due Diligence Period.

3.4 Buyer’s Approval of Title to Property.

3.4.1 Title Notice. Within fifteen (15) days after the Escrow Opening Date, Buyer shall request the Preliminary Report from the Title Company and that the Title Company deliver a copy of such Preliminary Report to Seller. Within thirty (30) days following Buyer’s receipt of the Preliminary Report, Buyer shall send the Title Notice to both Seller and Escrow Agent.

3.4.2 Failure to Deliver Title Notice. If Buyer fails to send the Title Notice to Seller and Escrow Agent within the time period provided in Section 3.4.1, Buyer will be deemed to disapprove the status of title to the Property and refuse to accept conveyance of the Property and either Buyer or Seller shall have the right to cancel the Escrow and terminate this Agreement upon ten (10) days’ Notice, in their respective sole and absolute discretion.

3.4.3 Title Notice Response. Within thirty (30) days following Seller’s receipt of the Title Notice (if any), Seller shall send the Title Notice Response to both Buyer and Escrow Agent. If the Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or Buyer fails to deliver the Title Notice, Seller shall not be required to send the Title Notice Response. If Seller does not send the Title Notice Response, if necessary, within the time period provided in this Section 3.4.3, Seller shall be deemed to elect not to take any action in reference to the Title Notice. If Seller elects in the Titl e Notice Response to take any action in

46708.00207\40043627.6

-11-

reference to the Title Notice, Seller shall complete such action, prior to the Escrow Closing Date or as otherwise specified in the Title Notice Response.

3.4.4 Title Notice Waiver. If Seller elects or is deemed to have elected not to address one or more matters set forth in the Title Notice to Buyer’s reasonable satisfaction, then within ten (10) days after the earlier of: (a) Buyer’s receipt of Seller’s Title Notice Response; or (b) the last date for Seller to deliver its Title Notice Response pursuant to Section 3.4.3, Buyer shall either: (i) refuse to accept the title to and conveyance of the Property, or (ii) waive Buyer’s disapproval or conditional approval of all such matters set forth in the Title Notice by sending the Title Notice Waiver to both Seller and Escrow Agent. Failure by Buyer to timely send the Title Notice Waiver, where the Title Notice Response or Seller’s failure to deliver the Title Notice Response results in Seller’s election not to address one or more matters set forth in the Title Notice to Buyer’s reasonable satisfaction, will be deemed Buyer’s continued refusal to accept the title to and conveyance of the Property, in which case either Buyer or Seller shall have the right, in their respective sole and absolute discretion, to cancel the Escrow and terminate this Agreement upon ten (10) calendar days’ Notice to the other Party and Escrow Agent.

3.4.5 Disapproval of Encumbrances Securing Seller Obligations .

Notwithstanding any other provision of this Agreement, Buyer disapproves any and all encumbrances against the Property securing monetary (other than non -delinquent property taxes) obligations of Seller.

3.4.6 No Termination Liability. Any termination of this Agreement or cancellation of the Escrow pursuant to this Section 3.4 shall be without liability to the other Party or any other Person. Termination shall be accomplished by delivery of a Notice of termination to both the other Party and the Escrow Agent at least ten (10) calendar days prior to the termination date. Following issuance of a Notice of termination of this Agreement pursuant to a right provided under this Agreement, the Parties and the Escrow Agent shall proceed pursuant to Section 4.13.

Once a Notice of termination is given pursuant to this Section 3.4, delivery of a Title Notice or Title Notice Waiver shall have no force or effect and this Agreement shall terminate in accordance with the Notice of termination.

3.5 Due Diligence Investigations.

3.5.1 Time and Expense. Buyer shall complete all Due Diligence Investigations within the Due Diligence Period and shall conduct all Due Diligence Investigations at Buyer’s sole cost and expense.

3.5.2 Right to Enter. As of the Effective Date, Seller licenses, permits and authorizes Buyer to enter the Property for the purpose of conducting Due Diligence Investigations.

The license given by Seller in this Section 3.5 to conduct Due Diligence Investigations shall terminate with the termination of this Agreement. Any Due Diligence Investigations by Buyer shall not unreasonably disrupt any then existing use or occupancy of the Property. Buyer’s exercise of the license provided pursuant to this Section 3.5 after expiration of the Due Diligence Period shall not extend the Due Diligence Period.

46708.00207\40043627.6

-12-

3.5.3 Limitations. Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without Seller’s prior written consent. Buyer shall pay all of Buyer’s vendors, inspectors, surveyors, consultants or agent s engaged in any inspection or testing of the Property, such that no mechanics liens or similar liens for work performed are imposed upon the Property by any such Person. Following the conduct of any Due Diligence Investigations on the Property, Buyer shall restore the Property to substantially the Property’s condition prior to the conduct of such Due Diligence Investigations. Buyer shall Indemnify Seller against any and all Claims arising from or relating to Buyer’s Due Diligence Investigations regarding the Property. Buyer shall provide Seller with evidence of commercial general liability insurance acceptable to Seller prior to the commencement of any Due Diligence Investigations on the Property.

3.5.4 Due Diligence Completion Notice. Buyer shall deliver a Due Diligence Completion Notice to Seller prior to the end of the Due Diligence Period. If Buyer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Completion Notice indicating such acceptance, prior to the end of the Due Diligence Period, Buyer shall be deemed to have rejected the condition of the Property and refused to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by Buyer, then either Seller or Buyer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, without liability to the other Party or any other Person, by delivery of a Notice of termination to the other Party and Escrow Agent, in which case the Parties and Escrow Agent shall proceed pursuant to Section 4.13.

3.6 “AS-IS” Acquisition. The Close of Escrow shall evidence Buyer’s unconditional and irrevocable acceptance of the Property in the Property’s AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION, AS OF THE CLOSE OF ESCROW, WITHOUT WARRANTY as to character, quality, performance, condition, title, physical condition, soil conditions, the presence or absence of fill, shoring or bluff stability or support, subsurface support, zoning, land use restrictions, the availability or location of utilities or services, the location of any public infrastructure on or off of the Property (active, inactive or abandoned), the suitability of the Property for Buyer’s intended use or any other use or the existence or absence of Hazardous Substances affecting the Property and with full knowledge of the physical condition of the Property, the nature of Seller’s interest in and use of the Property, all laws applicable to the Property and any and all conditions, covenants, restrictions, encumbrances and all matters of record relating to the Property. The Close of Escrow shall further constitute Buyer’s representation and warranty to Seller that: (a) Buyer has had ample opportunity to inspect and evaluate the Property and the feasibility of the uses and activities Buyer is entitled to conduct on the Property; (b) Buyer is experienced in real estate development; (c) Buyer is relying entirely on Buyer’s experience, expertise and Buyer’s own inspection of the Property in the Property’s current state in proceeding with acquisition of the Property; (d) Buyer accepts the Property in the Property’s present condition; (e) to the extent that Buyer’s own expertise with respect to any matter regarding the Property is insufficient to enable Buyer to reach an informed conclusion regarding such matter, Buyer has engaged the services of Persons qualified to advise Buyer with respect to such matters; (f) Buyer has received assurances acceptable to Buyer by means independent of Seller or Seller’s agents of the truth of all facts material to Buyer’s acquisition of the Property; and (g) the Property is being acquired by Buyer as a result of Buyer’s own knowledge, inspection and investigation of the Property and not as a result of any representation made by Seller or Seller’s agents relating to

46708.00207\40043627.6

-13-

the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied warranties regarding the Property.

3.7 Seller Covenants Regarding Maintenance of the Property. Seller covenants and agrees with the Buyer that between the Effective Date and the date of the Close of Escrow:

3.7.1 No Changes to Agreements. Seller shall not modify or amend any lease or any service contract or other agreement respecting the Property, or enter into any new lease or contract respecting the Property, without the Buyer's prior written approval;

3.7.2 Normal Maintenance. Seller shall maintain the Property in accordance with the same standards Seller has customarily observed in its ownership and management of the Property;

3.7.3 Maintenance of Insurance. Seller shall maintain in force all insurance policies (if any) currently maintained by Seller with respect to the Property; and

3.7.4 No Title Exceptions. Seller shall not cause, permit, allow or suffer any additional exception to the title of the Property.

3.8 Land Use Approvals. Seller, as owner of the Property, will reasonably cooperate with Buyer regarding Applications or Approvals made by Buyer and required for Buyer’s intended use and development of the Property, such as signing development applications that are consistent with the land use and zoning designations for the Property in effect on the Effective Date, as the Property owner. Nothing in the immediately preceding sentence, nor the approval of this Agreement by Seller shall be binding on Seller, Seller’s City Council or any other commission, committee, board or body of Seller regarding any Approvals required from such bodies regarding Buyer’s use or development of the Property. Nothing in this Agreement, nor any action by Seller with reference to this Agreement or any related documents is intended to be nor shall be deemed to constitute issuance or waiver of any required Seller Approval regarding the Property or waiver or exercise of any legislative discretion of Seller regarding any Appli cation, Approval or other matter relating to Buyer’s intended use or development of the Property.

3.9 Seller Representations and Warranties.

3.9.1 Defaults. Seller represents and warrants that the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms of, conditions of, or constitute a default under, any instrument or obligation by which Seller is bound, or violate any order, writ, injunction or decree of any court in any litigation to which Seller is a party, except as provided in Section 1.

3.9.2 Survival. All the representations and warranties of Seller set forth in this Section 3.9 shall be true upon the Effective Date and shall be deemed to be repeated at and as of Close of Escrow and shall survive Close of Escrow for a time period of one (1) year.

3.9.3 Condemnation. Seller has not received written notice of, and is not aware of, any condemnation, eminent domain or similar action with respect to the Property.

46708.00207\40043627.6

-14-

3.9.4 Violations. Seller has not received written notice of, and is not aware of, any violations or alleged violations of (1) any local, State or Federal law, statute, rules or regulations relating to the Property, nor (2) any covenant, conditions, restriction or other document encumbering the Property.

3.9.5 Agreements. Except as disclosed in the Preliminary Report or disclosed or provided for in this Agreement, Seller has not entered into, and Seller is not aware of, any agreements that will be binding against the Property after the Close of Escrow.

4. JOINT ESCROW INSTRUCTIONS

4.1 Opening of Escrow; Escrow Instructions. The purchase and sale of the Property shall take place through the Escrow to be administered by Escrow Agent. Buyer shall cause the Escrow to be opened within five (5) days following Buyer’s receipt of Notice of the occurrence of the Effective Date. Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties.

4.2 Escrow Instructions. This Section 4 constitutes the joint escrow instructions of the Parties to Escrow Agent for conduct of the Escrow for the purchase and sale of the Property, as contemplated by this Agreement. Buyer and Seller shall sign such further escrow instructions consistent with the provisions of this Agreement as may be reasonably requested by Escrow Agent.

In the event of any conflict between the provisions of this Agreement and any further escrow instructions requested by Escrow Agent, the provisions of this Agreement shall control.

4.3 Escrow Agent Authority. Seller and Buyer authorize Escrow Agent to:

4.3.1 Charges. Pay and charge Seller and Buyer for their respective shares of the applicable fees, taxes, charges and costs payable by either Seller or Buyer regarding the Escrow;

4.3.2 Settlement/Closing Statements. Release each Party’s Escrow Closing Statement to the other Party;

4.3.3 Document Recording. File any documents delivered for recording through the Escrow with the office of the Recorder of the County for recordation in the official records of the County, pursuant to the joint instructions of the Parties; and

4.3.4 Counterpart Documents. Utilize documents signed by Seller or Buyer in counterparts, including attaching separate signature pages to one original of the same document.

4.4 Buyer’s Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Buyer, Buyer’s obligation to purchase the Property from Seller on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Buyer) of ea ch of the following conditions precedent to such purchase on or before the Escrow Closing Date:

4.4.1 Title Policy. Title Company is committed to issue the Buyer Title Policy to Buyer upon payment of Title Company’s premium for such policy;

46708.00207\40043627.6

-15-

4.4.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer’s unconditional acceptance of the condition of the Property, in accordance with Section 3.5.

4.4.3 CEQA Documents. Adoption, approval or certification of the CEQA Documents by each applicable Government;

4.4.4 Seller Escrow Deposits. Seller deposits all of the items into Escrow required by Section 4.8;

4.4.5 Lot Line Adjustment. Buyer has received approval of a lot line adjustment or any other land use approval necessary to create the Property, including a formal legal description, as a lawful parcel under all applicable law. Evidence of such approval, including a formal legal description should be deposited into escrow to document satisfaction of this condition, including any required amendment to Exhibits A and C following formal approval that can be approved administratively by City Manager on behalf of Seller, and by Buyer.

4.4.6 Settlement/Closing Statement. Buyer reasonably approves Buyer’s Escrow Closing Statement; and

4.4.7 Seller Pre-Closing Obligations. Seller performs all of the material obligations required to be performed by Seller pursuant to this Agreement prior to the Close of Escrow.

4.5 Seller’s Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Seller, Seller’s obligation to sell the Property to Buyer on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Seller) of each of the following conditions precedent to such sale on or before the Escrow Closing Date:

4.5.1 Title. Buyer accepts the state of the title of the Property, in accordance with Section 3.4.

4.5.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer’s unconditional acceptance of the condition of the Property, in accordance with Section 3.5.

4.5.3 CEQA Documents. Adoption, approval or certification of the CEQA Documents by each applicable Government;

4.5.4 Buyer Escrow Deposits. Buyer deposits all of the items into Escrow required by Section 4.7;

4.5.5 Settlement/Closing Statement. Seller reasonably approves Seller’s Escrow Closing Statement; and

46708.00207\40043627.6

-16-

4.5.6 Buyer Pre-Closing Obligations. Buyer performs all of the material obligations required to be performed by Buyer pursuant to this Agreement prior to Close of Escrow.

4.6 Failure of Conditions Not Default. Seller’s failure to satisfy any of the conditions set forth in Section 4.5 shall not constitute an Escrow Default (or any other type of Default or Event of Default) by Seller under this Agreement, unless Seller fails to exercise reasonable efforts to satisfy the conditions (which reasonable efforts shall not include litigation or other dispute resolution process); provided, however, Seller retains its sole and absolute discretion with respect to any legislative act or approval.

4.7 Buyer’s Escrow Deposits. Buyer shall deposit the following items into Escrow and, concurrently, provide a copy of each document submitted into Escrow to Seller, at least one (1) business day prior to the Escrow Closing Date:

4.7.1 Closing Funds. All monetary amounts required to be deposited into Escrow by Buyer under the terms of this Agreement to close the Escrow, all in immediately available funds;

4.7.2 Seller Deed Certificate of Acceptance. The Certificate of Acceptance attached to the Seller Deed signed by the authorized representative(s) of Buyer in recordable form;

4.7.3 Escrow Closing Statement. The Buyer’s Escrow Closing Statement signed by the authorized representative(s) of Buyer;

4.7.4 Other Reasonable Items. Any other money or documents required to be delivered by Buyer under the terms of this Agreement or as otherwise reasonably requested by Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not previously been delivered by Buyer.

4.8 Seller’s Escrow Deposits. Seller shall deposit the following items into Escrow and, concurrently, provide a copy of each document (excluding the Seller Deed) deposited into Escrow to Buyer, at least one (1) business day prior to the Escrow Closing Date:

4.8.1 Seller Deed. The Seller Deed signed by the authorized representative(s) of Seller in recordable form;

4.8.2 Escrow Closing Statement. Seller’s Escrow Closing Statement signed by the authorized representative(s) of Seller;

4.8.3 FIRPTA Affidavit. A FIRPTA affidavit signed by the authorized representative(s) of Seller, in the form used by the Escrow Agent;

4.8.4 Form 593. A Form 593 signed by the authorized representative(s) of Seller; and

4.8.5 Other Reasonable Items. Any other money or documents required to be delivered by Seller under the terms of this Agreement or as otherwise reasonably requested by

46708.00207\40043627.6

-17-

Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not been previously delivered by Seller.

4.9 Closing Procedure. Upon Escrow Agent’s receipt of written confirmation from both Buyer and Seller that each of their respective conditions precedent to the Close of Escrow are satisfied or waived, Escrow Agent shall close the Escrow by doing all of the following:

4.9.1 Recording and Distribution of Documents. Escrow Agent shall cause the following documents to be filed with the Recorder of the County for recording in the official records of the County regarding the Property in the following order of priority at Close of Escrow:
(a) the Seller Deed; and (b) any other documents to be recorded regarding the Property through the Escrow upon the joint instructions of the Parties. At Close of Escrow, Escrow Agent shall deliver conformed copies of all documents filed with the Recorder of the County for recording in the official records of the County through the Escrow to Seller, Buyer and any other Person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each conformed copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4.9.1 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of senior interests prior to junior interests, in the order provided in this Section 4.9.1;

4.9.2 Funds. Distribute all funds held by the Escrow Agent pursuant to the Escrow Closing Statements approved in writing by Seller and Buyer.

4.9.3 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service;

4.9.4 Form 593. File the Form 593 with the California Franchise Tax Board; and

4.9.5 Title Policy. Obtain from the Title Company and deliver to Buyer the Buyer Title Policy issued by the Title Company.

4.10 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to Escrow Agent. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of Seller up to a maximum time period extension of six (6) months in the aggregate, in the City Manager’s sole and absolute discretion. If for any reason (other than a Default or Event of Default by such Party) the Close of Escrow has not occurred on or before the Escrow Closing Date, then any Party not then in Default under this Agreement may cancel the Escrow and terminate this Agreement, without liability to the other Party or any other Person for such cancellation and termination, by delivering Notice of termination to both the other Party and Escrow Agent. Following any such Notice of termination of this Agreement and cancellation of the Escrow, the Parties and Escrow Agent shall proceed pursuant to Section 4.13.

Without limiting the right of either Party to cancel the Escrow and terminate this Agreement, pursuant to this Section 4.10, if the Escrow does not close on or before the Escrow Closing Date and neither Party has exercised its contractual right to cancel the Escrow and terminate this

46708.00207\40043627.6

-18-

Agreement under this Section 4.10 before the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement, then the Escrow shall close as soon as reasonably possible following the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement.

4.11 Escrow Costs. Escrow Agent shall Notify Buyer and Seller of the costs to be borne by each of them at the Close of Escrow by delivering an Escrow Closing Statement to both Seller and Buyer at least four (4) Business Days prior to the Escrow Closing Date. Seller shall pay all recording fees, all documentary transfer taxes, one-half of Escrow Agent’s charges for conducting the Escrow and the premium charged by the Title Company for the Buyer Title Policy, excluding any endorsements to the coverage of the Buyer Title Policy that may be requested by Buyer. Buyer shall pay one-half of Escrow Agent’s charges for conducting the Escrow and the costs of any endorsements to the coverage of the Buyer Title Policy requested by Buyer. All other charges, fees and taxes levied by each and every Government relative to the conveyance of the Property through the Escrow shall be paid by the applicable Party, as customary in the County.

4.12 Escrow Cancellation Charges. If the Escrow fails to close due to Seller’s Default under this Agreement, Seller shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the Escrow fails to close due to Buyer’s Default under this Agreement, Buyer shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the Escrow fails to close for any reason other than the Default of either Buyer or Seller, Buyer and Seller shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any.

4.13 Escrow Cancellation. If this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement (other than due to an Event of Default by the other Party), the Parties shall do all of the following:

4.13.1 Cancellation Instructions. The Parties shall, within seven (7) Business Days following Escrow Agent’s written request, sign any reasonable Escrow cancellation instructions requested by Escrow Agent;

4.13.2 Return of Funds and Documents. Within seven (7) Business Days following receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Agent (if any) or within seven (7) Business days following Notice of termination, whichever is earlier: (a) Buyer or Escrow Agent shall return to Seller all documents previously delivered by Seller to Buyer or Escrow Agent, respectively, regarding the Escrow; (b) Seller or Escrow Agent shall return to Buyer all documents previously delivered by Buyer to Seller or Escrow Agent, respectively, regarding the Escrow; (c) Escrow Agent shall, unless otherwise provided in this Agreement, return to Buyer all funds deposited in Escrow by Buyer, less Buyer’s share of customary and reasonable Escrow and title order cancellation charges (if any) in accordance with Section 4.12; and (d) Escrow Agent shall, unless otherwise provided in this Agreement, return to Seller all funds deposited in Escrow by Seller, less Seller’s share of

46708.00207\40043627.6

-19-

customary and reasonable Escrow and title order cancellation charges (if any) in accordance with Section 4.12.

4.14 Report to IRS. After the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service under applicable Federal law, if such report is required pursuant to Internal Revenue Code Section 6045(e), Escrow Agent shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099-B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e). Concurrently with the filing of such reporting form with Internal Revenue Service, Escrow Agent shall deliver a copy of the filed form to both Seller and Buyer.

4.15 Condemnation. If any portion of the Property or any interest in any portion of the Property becomes the subject of any eminent domain proceeding prior to Close of Escrow, including the filing of any notice of intended condemnation or proceedings in the nature of eminent domain, Seller shall give Buyer Notice of such occurrence and Buyer shall have the option, exercisable within ten (10) Business Days after receipt of such Notice from Seller, to either: (a) cancel the Escrow and terminate this Agreement, in which case the Parties and the Escrow Agent shall proceed in accordance with Section 4.13, or (b) continue with this Agreement in accordance with its terms, in which event Seller shall assign to Buyer, at the Close of Escrow, any right of Seller to receive any condemnation award attributable to the Property acquired by Buyer pursuant to this Agreement.

5. REMEDIES

5.1 BUYER’S RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW.

5.1.1 ELECTION OF REMEDIES. DURING THE CONTINUANCE OF

AN EVENT OF DEFAULT BY SELLER UNDER THIS AGREEMENT, BUYER SHALL BE LIMITED TO EITHER OF THE FOLLOWING REMEDIES: (1) AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT; OR (2) TERMINATION

OF THIS AGREEMENT AND AN ACTION TO RECOVER UP TO A MAXIMUM AMOUNT OF FIVE THOUSAND DOLLARS ($5,000) OF AMOUNTS ACTUALLY PAID BY BUYER

PRIOR TO THE DATE OF SUCH EVENT OF DEFAULT TO THIRD PERSONS DIRECTLY

RELATED TO CONDUCTING DUE DILIGENCE INVESTIGATIONS REGARDING THE

PROPERTY, BUT EXCLUSIVE OF AMOUNTS PAID OR ALLOCATED DIRECTLY OR INDIRECTLY TO INTERNAL COSTS OF BUYER OR BUYER’S EMPLOYEES, MEMBERS,

SHAREHOLDERS, PARTNERS, AFFILIATES OR EMPLOYEES OR AGENTS OF ANY OF THEM. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER UNDER

THIS AGREEMENT FOR ANY AMOUNT EXCEEDING THE AMOUNT SET FORTH IN CLAUSE “(2)” OF THIS SECTION 5.1.1, ANY SPECULATIVE, CONSEQUENTIAL,

COLLATERAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY LOSS OF PROFITS SUFFERED OR CLAIMED TO HAVE BEEN SUFFERED BY BUYER.

5.1.2 WAIVER OF RIGHTS. SELLER AND BUYER EACH

ACKNOWLEDGE AND AGREE THAT SELLER WOULD NOT HAVE ENTERED INTO

46708.00207\40043627.6

-20-

THIS AGREEMENT, IF SELLER WERE TO BE LIABLE TO BUYER FOR ANY MONETARY

DAMAGES, MONETARY RECOVERY OR ANY REMEDY DURING THE CONTINUANCE

OF AN EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER, OTHER THAN

SPECIFIC PERFORMANCE OF THIS AGREEMENT OR TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE AMOUNT SPECIFIED IN CLAUSE “(2)” OF SECTION 5.1.1. ACCORDINGLY, SELLER AND BUYER AGREE THAT THE REMEDIES SPECIFICALLY PROVIDED FOR IN SECTION 5.1.1 ARE REASONABLE AND SHALL BE BUYER’S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER.

BUYER WAIVES ANY RIGHT TO PURSUE ANY REMEDY OR DAMAGES AGAINST

SELLER ARISING FROM OR RELATING TO THIS AGREEMENT OTHER THAN THOSE SPECIFICALLY PROVIDED IN SECTION 5.1.1.

5.1.3 STATE CIVIL CODE SECTION 1542 WAIVER. BUYER
ACKNOWLEDGES THE PROTECTIONS OF STATE CIVIL CODE SECTION 1542 REGARDING THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 5.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE, AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.

5.1.4 ACKNOWLEDGMENT. BY INITIALING BELOW, BUYER

KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF STATE CIVIL CODE SECTION 1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER

STATE OR FEDERAL) OF SIMILAR EFFECT SOLELY REGARDING THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 5.1.
_______________________
Initials of Authorized
Buyer Representative(s)

5.1.5 STATEMENT OF INTENT. STATE CIVIL CODE SECTION 1542

NOTWITHSTANDING, IT IS THE INTENTION OF BUYER TO BE BOUND BY THE LIMITATIONS ON DAMAGES AND REMEDIES SET FORTH IN THIS SECTION 5.1, AND

BUYER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST SELLER FOR

MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE

RELIEF RELATED TO ANY EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 5.1, WHETHER OR

NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO BUYER AS OF THE EFFECTIVE DATE.

46708.00207\40043627.6

-21-

5.2 LIQUIDATED DAMAGES TO SELLER. IF THE CLOSE OF ESCROW DOES NOT OCCUR DUE TO BUYER’S DEFAULT, THEN SELLER SHALL RETAIN THE DEPOSIT, AS LIQUIDATED DAMAGES. THE AMOUNT OF THE DEPOSIT IS THE

REASONABLE ESTIMATE BY THE PARTIES OF THE DAMAGES SELLER WOULD

SUFFER FROM SUCH DEFAULT, IT BEING AGREED THAT IT IS EXTREMELY

DIFFICULT, IF NOT IMPOSSIBLE AND IMPRACTICABLE, TO FIX THE EXACT

AMOUNT OF DAMAGE THAT WOULD BE INCURRED BY SELLER AS A RESULT OF SUCH DEFAULT BY BUYER. UPON SUCH A DEFAULT BY BUYER, ESCROW SHALL

BE CANCELED AND THE PARTIES SHALL PROCEED IN ACCORDANCE WITH SECTION 4.13. IN ADDITION, IF ALL OR ANY PORTION OF THE DEPOSIT HAS BEEN

DEPOSITED INTO ESCROW BY BUYER, ESCROW AGENT IS HEREBY IRREVOCABLY

INSTRUCTED BY BUYER AND SELLER TO DISBURSE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES FOR BUYER’S DEFAULT UNDER THIS AGREEMENT AND

FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, ET. SEQ.

5.3 Legal Actions. Either Party may institute legal action, at law or in equity, to enforce or interpret the rights or obligations of the Parties under this Agreement or recover damages, subject to the provisions of Section 5.1 or Section 5.2, as applicable.

5.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies for the same Default or the same rights or remedies for any other Default by the other Party.

6. GENERAL PROVISIONS

6.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

6.2 Tax Deferred Exchange. Either Buyer or Seller shall cooperate with the other in effectuating disposition of the Property pursuant to a tax deferred exchange. The exchanging Party shall indemnify and hold the non-exchanging Party harmless from any liability, damage and additional cost, expense or claim regarding any such exchange. Further, the non-exchanging Party shall not be required to act as a purchaser or seller of any property other than the Property, consistent with the terms and conditions of this Agreement. Notwithstanding any provision of this Agreement to the contrary, including this Section 6.2, any exchange described in this Section 6.2 shall not delay the Close of Escrow for any reason.

6.3 Notices, Demands and Communications Between the Parties.

6.3.1 Delivery. Any and all Notices submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and sent by messenger for immediate personal delivery, nationally recognized overnight (one Business Day) delivery service (i.e., United Parcel Service, Federal Express, etc.) or by registered or certified United States mail, postage prepaid, return receipt requested, to the address of the recipient Party, as designated

46708.00207\40043627.6

-22-

in Section 6.3.2. Notices may be sent in the same manner to such other addresses as either Party may from time to time designate by Notice in accordance with this Section 6.3. Notice shall be deemed received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that the Notice is sent by messenger for immediate personal delivery, one Business Day after delivery to a nationally recognized overnight delivery service or three (3) calendar days after the Notice is placed in the United States mail in accordance with this Section 6.3. Any attorney representing a Party may give any Notice on behalf of such Party.

6.3.2 Addresses. The Notice addresses for the Parties, as of the Effective Date, are as follows:

To Buyer:

Upland Executive Offices, LLC
7544 Camino Norte
Rancho Cucamonga, CA 91730
Attention: Mark Davidson

To Seller:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attention: Michael Blay, City Manager

With Copy to: Upland City Attorney’s Office
300 S. Grand Avenue, Floor 25
Los Angeles, CA, 90013
Attention: Isaac Rosen

6.4 Relationship of Parties. The Parties each intend and agree that Seller and Buyer are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture or similar business arrangement, relationship or association between them.

6.5 Warranty Against Payment of Consideration for Agreement. Buyer represents and warrants to Seller that: (a) Buyer has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees of Buyer and Third Persons to whom fees are paid for professional services related to this Agreement; and (b) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by Bu yer or any of Buyer’s agents, employees or representatives to any elected or appointed official or employee of Seller in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 6.5 shall entitle Seller to terminate this Agreement and cancel Escrow (if open) upon seven (7) calendar days’ Notice to Buyer and, if the Escrow is open, to Escrow Agent. Upon any such termination of this Agreement, Buyer shall immediately refund any payments made to or on behalf of Buyer by Seller pursuant to this Agreement or otherwise related to the Property, any Approval, any CEQA Document or otherwise, prior to the date of such termination.

46708.00207\40043627.6

-23-

6.6 Non-liability of Seller Officials and Employees. No elected official or employee of Seller shall be personally liable to Buyer, or any successor in interest to Buyer, in the event of any Default by Seller under this Agreement or for any amount that may become due to Buyer or to Buyer’s successor, or on any obligations under the terms of this Agreement, except to the extent resulting from the negligence or willful misconduct of such elected official or employee.

6.7 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to Business Days in this Agreement shall mean consecutive Business Days.

6.8 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation, drafting and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A word, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words “include” and “including” in this Agreement shall be construed to be followed by the words:
“without limitation.” Each collective noun in this Agreement shall be interpreted as if followed by the words “(or any part of it),” except where the context clearly requires otherwise. Every reference to a document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word “or” in this Agreement includes the word “and.” Every reference to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended, modified, renumbered, superseded or succeeded, from time to time.

6.9 Governing Law. The procedural and substantive laws of the State shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws, principles, or statutes. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the County. All legal actions arising from this Agreement shall be filed in the Superior Court of th e State in and for the County or in the United States District Court with jurisdiction in the County.

6.10 Unavoidable Delay; Extension of Time of Performance.

6.10.1 Notice. Performance by either Party under this Agreement shall not be deemed or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (a) within twenty (20) days after such Party knows of any such Unavoidable Delay; and (b) within twenty (20) days after such Unavoidable Delay ceases to exist. The extension of time for performance under this Agreement resulting from the occurrence of an Unavoidable Delay shall commence on the date of occurrence of the condition causing the Unavoidable Delay. Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise reasonable efforts to cure the condition causing the Unavoidable Delay, within a reasonable time.

46708.00207\40043627.6

-24-

6.10.2 Assumption of Economic Risks. EACH PARTY EXPRESSLY

AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF EITHER PARTY

SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET

CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF

EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS

AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY’S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE

CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF

UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES OR MARKET

DEMAND OR CONDITIONS AND WAIVE, TO THE GREATEST EXTENT ALLOWED BY

LAW, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART

ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE

PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER OF

THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN

MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR DELAY

THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE

PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR

MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE EFFECTIVE DATE.
_____________________
Initials of Authorized
Seller Representative(s)
___________________
Initials of Authorized
Buyer Representative(s)

6.11 Tax Consequences. Buyer acknowledges and agrees that Buyer shall bear any and all responsibility, liability, costs or expenses connected in any way with any tax consequences experienced by Buyer related to this Agreement.

6.12 Real Estate Commissions. Each Party: (a) represents and warrants that the Party did not engage or deal with any broker or finder in connection with this Agreement and no Person is entitled to any commission or finder’s fee regarding this Agreement on account of any agreement or arrangement made by such Party; and (b) shall Indemnify the other Party against any breach of the representation and warranty set forth in clause “(a)” of this Section 6.12.

6.13 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any Third Person to any Party or give any Third Person any right of subrogation or action over or against any Party.

6.14 Buyer Assumption of Risks of Legal Challenges. Buyer assumes the risk of delays or damages that may result to Buyer from each and every Third Person legal action related to Seller’s approval of this Agreement or any associated Approvals, even in the event that an error, omission or abuse of discretion by Seller is determined to have occurred. If a Third Person files a legal action regarding Seller’s approval of this Agreement or any associated Approval, prior to the

46708.00207\40043627.6

-25-

Close of Escrow, either Seller or Buyer shall have the right to cancel the Escrow and terminate this Agreement, without liability to the other Party or any other Person, in which case the Parties and the Escrow Agent shall proceed in accordance with Section 4.13. Nothing contained in this Section 6.14 is intended to be nor shall be deemed or construed to be an express or implied admission that Seller may be liable to Buyer or any other Person for damages or other relief regarding any alleged or established failure of Seller to comply with any law. Subject to the right of either Party to cancel the Escrow and terminate this Agreement previously provided in this Section 6.14, any legal action that is subject to this Section 6.14 (including any appeal periods and the pendency of any appeals) shall constitute an Unavoidable Delay and the time periods for performance by either Party under this Agreement may be extended pursuant to the provisions of this Agreement regarding Unavoidable Delay.

6.15 Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.

6.16 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component, the performance of such obligation within the time specified is of the essence.

6.17 Entire Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property.

6.18 Waivers and Amendments. All waivers of the provisions of this Agreement must be in writing and signed by the authorized representative(s) of the Party making the waiver. All amendments to this Agreement must be in writing and signed by the authorized representative(s) of both Seller and Buyer.

6.19 Prohibition Against Changes in Ownership, Management or Control of Buyer or Assignment Prior to Close of Escrow. Buyer acknowledges and agrees that the qualifications and identity of Buyer are of particular importance and concern to Seller. Buyer further acknowledges and agrees that Seller has relied and is relying on the specific qualifications and identity of Buyer in entering into this Agreement and Seller would not have entered into this Agreement, but for the specific qualifications and identity of Buyer. As a consequence, Transfers by Buyer prior to the Close of Escrow are only permitted with the prior written consent of Seller. Buyer represents and warrants to Seller that Buyer has not made and agrees that Buyer will not create or permit to be made or created any Transfer prior to the Close of Escrow, except in accordance with this Section

6.19, either voluntarily, involuntarily or by operation of law. Any Transfer made in contravention of this Section 6.19 shall be voidable at the election of Seller, in Seller’s sole and absolute discretion. Buyer acknowledges and agrees that the restrictions on Transfers set forth in this Section 6.19 are reasonable.

6.20 Exhibit List. All of the exhibits attached to this Agreement are as follows:

Exhibit A Property Legal Description
Exhibit B Buyer Official Action
Exhibit C Seller Deed

46708.00207\40043627.6

-26-

6.21 No Implied Waiver. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Agreement, at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times.

6.22 City Manager Implementation. Seller shall implement this Agreement through its City Manager. The City Manager is hereby authorized by Seller to enter into agreements and sign documents referenced in this Agreement or reasonably required to implement this Agreement on behalf of Seller, issue approvals, interpretations or waivers and enter into amendments to this Agreement on behalf of Seller, to the extent that any such action(s) does/do not increase the monetary obligations of Seller by more than Fifty Thousand Dollars ($50,000) in the aggregate.

All other actions shall require the consideration and approval of the City Council, unless expressly provided otherwise by action of the City Council. Nothing in this Section 6.22 shall restrict the submission to the City Council of any matter within the City Manager’s authority under this Section 6.22, in the City Manager’s sole and absolute discretion, to obtain the City Council’s express and specific authorization on such matter. The specific intent of this Section 6.22 is to authorize certain actions on behalf of Seller by the City Manager, but not to require that such actions be taken by the City Manager, without consideration by the City Council.

6.23 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non-appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution, indemnity or limitations on damages or remedies shall survive any expiration or termination of this Agreement.

6.24 Counterparts. This Agreement may be signed in multiple counterpart originals each of which is deemed to be an original and all of which shall constitute one agreement. This Agreement includes (__) pages and (__) exhibits (each exhibit is incorporated into this Agreement by reference) that constitute the entire understanding and Agreement of the Parties regarding the subject matter of this Agreement.

6.25 Facsimile or Electronic Signatures. Signatures delivered by facsimile or electronically shall be binding as originals upon the Party so signing and delivering; provided, however, that original signature(s) of each Party shall be required for each document to be recorded.
[Signatures on following page]

46708.00207\40043627.6

-27-

SIGNATURE PAGE
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(101 N. 2ND STREET)
IN WITNESS WHEREOF, the Parties have signed and entered into this Agreement by and through the signatures of their respective authorized representative(s) as follow:

SELLER:

By:

ATTEST:

By:

APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP

By:

City Attorney
BUYER:

_________________________, a

By:

Name:

Title:

By:

Name:

Title:

46708.00207\40043627.6

EXHIBIT A

EXHIBIT A

TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (101 N. 2nd Street)
Property Legal Description

REAL PROPERTY IN THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, MEASURING 650 SQUARE FEET IN AREA, WHICH IS A PORTION OF THE PARCEL WITH ASSESSOR PARCEL NUMBER: 1046-592-24 AND ADJACENT TO THE PROPERTY WITH THE ADDRESS OF 101 N. 2ND AVENUE, UPLAND, CA, 91786, DESCRIBED AS FOLLOWS:

For the avoidance of doubt, the portion of APN 1046-592-24 demarcated by red dashes is the land which is the subject of this Resolution.

46708.00207\40043627.6

EXHIBIT B

EXHIBIT B

TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (101 N. 2nd Street)
Buyer Official Action

CERTIFICATION OF AUTHORITY
FOR

UPLAND EXECUTIVE OFFICES, LLC

The undersigned members of Upland Executive Offices, LLC, a California limited liability company (“LLC”), do hereby certify that we are all of the members of the LLC and that there are no other members.

We further certify that the following named person(s): Mark Davidson, Authorized Agent(s) is/are authorized and empowered for and on behalf of and in the name of the LLC to sign, enter into, make, execute and deliver that certain Real Property Purchase and Sale Agreement and Joint Escrow Instructions (101 N. 2nd Street), dated June 13, 2022, by and between the City of Upland, and the LLC (“Agreement”), and all other documents to be made or entered into by the LLC in connection with the transactions contemplated in the Agreement, pursuant to which the LLC may acquire title to that certain real property generally described as a portion of Assessor Parcel Number APN: 1046-592-24, approximately 650 square feet in size and adjacent to APN 1046-592-23 located in the City of Upland, County of San Bernardino, California. The above-named person(s) are also authorized and empowered for and on behalf of and in the name of the LLC to perform the obligations of the LLC set forth in the Agreement and to take all actions that may be considered necessary or convenient to conclude the transactions contemplated in the Agreement and perform the obligations of the LLC pursuant to the Agreement.

The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City of Upland shall have received notice in writing from all of the members of the LLC of the revocation of this Certificate.

We further certify that: (1) the activities covered by the authorities certified to in this Certificate and the foregoing certifications constitute duly authorized activities of the LLC; (2) these authorities and certifications are now in full force and effect; and (3) there is no provision in any document under which the LLC is organized and/or that governs the LLC’s continued existence or operation limiting the power of the undersigned to grant such authority or make the certifications set forth in this Certificate, and that the same are in conformity with the provisions of all such documents.

LLC Members:

______________________________

46708.00207\40043627.6

EXHIBIT C
TO

REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(101 N. 2nd Street)
Seller Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

SPACE ABOVE THIS LINE FOR RECORDER'S USE

GRANT DEED

(_________________________)

The undersigned declares:

Documentary Transfer Tax is: $_______________________

[City or County where Property is located]
Assessor’s Parcel No.: ___________________________
□ computed on full value of interest or property conveyed, or □ computed on full value of liens or encumbrances remaining at time of sale.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

, a (“Grantor”),

hereby grants to

_________________________, a (“Grantee”),

that certain real property legally described in Exhibit “1” attached to and by this reference incorporated into this Grant Deed, subject to:

1. Real property taxes and assessments, not delinquent.

46708.00207\40043627.6

2. Covenants, conditions, restrictions, easements, exceptions, reservations, rights, rights-of-way and other matters of record or discoverable by inspection or survey.

The purpose of this conveyance is to create a Lot Line Adjustment pursuant to the California Government Code Section 66412(d) and City of Upland and San Bernardino County Ordinances.

This Grant Deed is being recorded pursuant to California Government Code 66412(d) and is intended to memorialize the legal description for the Parcels _________________ pursuant to the Certificate of Compliance for a Lot Line Adjustment approved by the City of Upland on ______, _____ and recorded as Document No. _______ in the Office of the County Recorder for the County of San Bernardino, State of California.

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of _________, ___. “GRANTOR”

By:

Dated: ________________________

46708.00207\40043627.6

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
)

COUNTY OF SAN BERNARDINO )

On ______, ____, before me, _______, Notary Public, personally appeared _______________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ________________________ (Seal)

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

46708.00207\40043627.6

EXHIBIT C

EXHIBIT “1”
TO

GRANT DEED
(101 N. 2nd Street)

Legal Description

STATE OF CALIFORNIA - BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM, Governor

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

DIVISION OF HOUSING POLICY DEVELOPMENT
2020 W. El Camino Avenue, Suite 500
Sacramento, CA 95833
(916) 263-2911 / FAX (916) 263-7453
www.hcd.ca.gov
June 1, 2022
Robert D. Dalquest, AICP, MPA, MURP
Development Services Director
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Dear Robert D. Dalquest:

RE: HCD’s Review of the City of Upland’s Resolution No. 6650 Declaring 650 Square Feet in Area of Assessor Parcel Number 104659224 as “Exempt Surplus Land.”
Thank you for notifying the California Department of Housing and Community Development (HCD) of the City of Upland’s (City) determination of 650 square feet in area of Assessor Parcel Number 104659224 (Property) as “exempt surplus land.” HCD reviewed Resolution No. 6650 (Resolution) and considered the City’s claim that the Property qualifies as “exempt surplus land” under Government Code section 54221, subdivision (f)(1)(B), of the Surplus Land Act (SLA).

According to the Resolution, the Property is approximately 650 square feet in area. The Resolution further provides that the Property is not contiguous to land owned by a state or local agency that is used for open-space or low- and moderate-income housing purposes.

The City intends to sell the Property to Mark Davidson, owner of the contiguous property at 102 N. 2nd Avenue. Based on this information, HCD concludes that the Property qualifies as “exempt surplus land” under Government Code section 54221, subdivision (f)(1)(B). The City is permitted to proceed with the sale of the Property as described in the Resolution.

If you have any questions or need additional technical assistance, please contact Public Lands at [email protected].

Sincerely,
Jillian Burgos
Public Lands Manager
Housing Policy Development

Item No. 12.A

ECONOMIC DEVELOPMENT COMMITTEE MEETING
JUNE 6, 2022
**********

CONCLUSION/ACTION SUMMARY

1) CALL TO ORDER AND ROLL CALL

In attendance: Committee Chair Zuniga, Committee Member Maust, Advisory Members Galdo (Chamber Representative) and Stark, City Manager Blay, Development Services Director Dalquest, Development Services Manager Chavez, Economic Development Coordinator Picazo, and Contract Rehabilitation Programs Administrator Arellano

2) ORAL COMMUNICATIONS None

3) DEVELOPMENT HIGHLIGHTS IN UPLAND, Development Services Director provided an overview of the report on the development highlights in Upland and provided direction on how to obtain more information regarding current projects on the City’s website. Contract Rehabilitation Programs Administrator Arellano presented information on the status of Downtown business assistance programs.

4) UPDATE ON REAL PROPERTY NEGOTIATIONS, Economic Development Coordinator Picazo gave a presentation on the status of the real property negotiations to sell four City-owned properties within the City.

5) SUMMARY ON THE ICSC CONFERENCE 2022, Economic Development Coordinator Picazo presented a brief summary on the Innovative Commerce Serving Communities (ICSC) Conference as attended by City staff in Las Vegas from May 22 to May 23, 2022.

Economic Development Committee Meeting
June 6, 2022
4:00 P M
Carnegie Building, 123 East D Street
***************

1.C A L L TO O R D E R A ND R O L L C A L L

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

3.D E V E L O P ME NT HI G HL I G HT S I N UP L A ND

4.UP D AT E O N R E A L P R O P E RT Y NE G O T I AT I O NS

5.S UMMA RY O N T HE I C S C C O NF E R E NC E 2022
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 une 2, 2022, a t ru e a n d co rre ct co p y o f t hi s a g e nd a w a s p o s t e d a t 1 2 3 E . D St re e t (C a rn e g i e B ui l d i n g ), o n t h e b u l l e t i n b o a rd s a t 4 5 0 N . E u cl i d Ave n u e (U p l a nd 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 Economic Development
Committee meeting can be viewed on our
website at:

https://uplandca.gov/economic-development-
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 u ne 1 3, 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

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 :C O N S I D E R A D O P T I N G R E S O L U T I O N S A P P R O V I N G L A B O R

A G R E E M E N T S W I T H V A R I O U S E M P LOY E E A S S O C I A T I O N S, A

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

F O R N O N -R E P R E S E N T E D E M P LOY E E S , A N D R E S O L U T I O N S

A M E N D I N G T H E C O M P E N S A T I O N A N D B E N E F I T P L A N F O R

E X E C U T I V E A N D PA R T T I M E E M P LOY E E S

R E C O M M E N D E D A C T I O N
I t is recom m end ed that th e C ity C oun cil ap p rove th e follow in g actions:

1. A d op t a Resolut ion ap p rovin g a m em oran d u m of u n d erst an d in g w it h th e U p l an d Police O fficers A ssociation s (U P O A );

2. A d op t a Resolut ion ap p rovin g a m em oran d u m of u n d erst an d in g w it h th e U p l an d Police M an ag em ent A ssociation s (U P M A );

3. A d op t a Resolu tion ap p rovin g a m em oran d u m of u n d erst an d in g w it h t h e U p lan d M id - M an ag em ent E m p loyees A ssociation (U M M E A );

4. A d op t a Resolu ti on ap p roving a m em oran d u m of un d erstand in g w i th t h e U p lan d C ity E m p loyees A ssociation (U C E A );

5. A d op t a Resolution estab lish in g th e C om p ensation and B enefit P lan for N on- Rep resen ted /C on fid ential E m p loyees;

6. A d op t a Resolu tion am en d in g th e C om p en sat ion an d B enefi t P lan for E xecutive E m p loyees

7. A d op t a Resolution am en d ing th e salary sch ed u le for p art-tim e em p loyees

G O A L S T A T E M E N T
Th e p rop osed act ion su p p ort s the C i ty's an d t he A ssociations' g oal of p rovid in g em p loyees w ith th e s ecu ri ty of lab or ag reem en ts w hile furni sh in g em p loyees w ith fair c om p en s ati on an d b en efits p ackag e b ased on th e services they p erform for th e C ity; an d m ain taining harm on iou s lab or relation s.

B A C K G R O U N D
E ach of t h e M em oran d u m s of U n d erst an d in g b et w een th e fou r (4) b arg aining u nits exp ires on J u ne 3 0, 20 22 . T he C it y an d th e b arg ai n i n g u nits en g ag ed i n n eg ot iat ion s b eg in ni ng in J an uary 2 02 2 th rou g h M ay 20 22 . T he C i ty an d all of t he b arg ai n i n g un it s h ave com e to a ten tative ag reem ent on n ew term s for salary, b en efits, an d workin g cond ition s. D u e to the revised salary sch ed u le for th e G en eral un it em p loyees, th e C it y i s als o recom m en d i n g to am en d th e sal ary sch ed u le for p art -ti m e em p l oyees t o b e con si st en t w it h t heir fu ll-tim e cou nterp arts.

Th e C P I (C onsum er P rice I nd ex) h as st ead i ly i n c reas ed over th e p as t t w elve (1 2 ) m on th s.

D ue to th e un certainty w ith the recen t fluctu ations in th e C P I , the C ity m ad e an initial p rop osal to each of t h e b arg ain in g un it s for a on e-year term . T he C i ty an d each of the b arg aining un its ag reed th at a on e-year t erm w ou l d b e fis cal ly resp on s ib le d u e t o the un certainty with curren t w orld event s, rec overy from t h e C O V I D -1 9 p an d em ic an d th at the C ity is c urren tl y en g ag ed in a C lassi ficati on an d C om p en s ati on stu d y for all p osi ti on s w ithin th e C ity.

I n ad d ition , on M ay 23 , 20 22 , th e C ity an d U M M E A ag reed to a S id e L etter creatin g a g rou p of N on-Rep resented /C onfid en tial em p loyees an d rem ovi ng certai n c las si fic ati on s from the b arg aining u ni t. A t the ti m e of th e ap p roval of the S i d e Letter t he com p ensation and b en efits p lan for th ese em p l oyees h ad not b een est ab l is hed an d is n ow b eing b roug ht forward to C ou ncil for that ap p roval.

I S S U E S /A N A L Y S I S
Th e C it y has reached t en t ati ve ag reem en ts w it h all fou r (4) of th e em p loyee g rou p s an d each ag reem en t has b een rat ified b y th e m em b ers h i p of t h ei r res p ec ti ve A ss oci ati on s . T he ag reem en ts are con si st ent with th e d irect ion p rovi d ed b y th e C it y C oun cil t o t he C ity's neg otiations team p rior to n eg otiation s an d throug hou t the p rocess.

A ll successor ag reem en ts to im p lem ent th e ch ang es are attach ed for C ity C oun cil ap p roval.

I n ad d i ti on , th e C om p en s ati on an d B en efi t P l an for E xecu tive an d N on- Rep resen ted /C on fid ential em p loyees is attach ed for C ity C oun cil ap p roval.

Th e C ity an d the U P O A un it ag reed to th e follow in g chan g es:

Th e term of the n ew ag reem en t with b e J uly 1, 2 02 2 throug h J un e 30 , 20 23 ; S alary - 2 .5% C O L A (cost of li vin g ad ju st m en t) to b as e s alary effec ti ve t h e p ay p eriod b eg in ning J uly 1 , 2 02 2; 2 .5 % eq uity ad ju st m en t to b ase s alary effec ti ve t h e p ay p eriod b eg in ning J uly 1 , 2 02 2; 2 .5 % eq uity ad ju st m en t to b ase s alary effec ti ve t h e p ay p eriod b eg in ning J an uary 1, 2 02 3;
O ne-tim e p aym en t for E ssential Worker P rem iu m Pay of up to $7,5 00 d ollars to each em p loyee wh o h as b een act ivel y em p l oyed b y t h e C i ty d u ring th e t im e p eriod of A p ril 1, 20 20 throug h M arch 3 1, 20 21 an d rem ain s cu rren t ly em p loyed as of th e sched uled p aym ent d ate. Th e p aym en t w il l b e m ad e in a s ep arate ch eck issued on t h e week follow in g the first p ay p eriod in F Y 20 22 /20 23 ; H ealth I n su ran ce - C afeteria P l an all ow an c e i n c reas ed from $1,3 00 t o $1 ,4 0 0 effective J an uary 1, 2 02 3;
A d vanced P O S T C erti fic ati on Pay in creased from 5 % of b ase s alary to 7.5 % of b ase salary;
D etective S tan d b y Pay i n c reas ed from $40 0 p er w eek t o $5 00 p er week for call-ou t assig nm ent;
Un iform A llow ance in creased from $8 84 ann ually to $1 ,00 0 an nu ally; C lean-u p lan g u ag e for various ot h er art icles in t h e M O U th at reflec ted ch ang es in th e law or for clarification.

Th e C ity an d the U P M A u nit ag reed to the following ch ang es:

Th e term of the n ew ag reem en t with b e J uly 1, 2 02 2 throug h J un e 30 , 20 23 ; S alary - 2 .5% C O L A (cost of li vin g ad ju st m en t) to b as e s alary effec ti ve t h e p ay p eriod b eg in ning J u ly 1, 2 0 2 2 ; 2.5 % eq uity ad ju s tm en t t o b as e s alary effective th e p ay p eriod b eg in ning J u ly 1, 2 0 2 2 ; 2.5 % eq uity ad ju s tm en t t o b as e s alary effective th e p ay p eriod b eg in ning J an uary 1, 2 02 3;
O ne-tim e p aym en t for E ssential Worker P rem iu m Pay of up to $7,5 00 d ollars to each em p loyee wh o h as b een act ivel y em p l oyed b y t h e C i ty d u ring th e t im e p eriod of A p ril 1, 20 20 throug h M arch 3 1, 20 21 an d rem ain s cu rren t ly em p loyed as of th e sched uled p aym ent d ate. Th e p aym en t w il l b e m ad e in a s ep arate ch eck issued on t h e week follow in g the first p ay p eriod in F Y 20 22 /20 23 ; H ealth I n su ran ce - C afeteria P l an all ow an c e i n c reas ed from $1,3 00 t o $1 ,5 0 0 effective J u ly 1 , 20 23 ;
D eferred C om p en s ati on revised from 5 % of b ase sal ary + $10 0 p er m on th to 7% of b ase salary;
A d d ition of lon g evi ty p ay for em p l oyees with 15 years or m ore of con tinu ous C ity service of 2.5 % in crease in b ase salary;
A d d ition of 7.5 % of b ase sal ary for a G rad uat e D eg ree (i n c lu d i n g M ast er's, J u ris D octorate, or D octorate);
I n creased th e am ou nt of com p en sat ory tim e off t hat Poli ce S erg ean t s an d L ieu ten ants m ay accru e from 24 0 hou r to 30 0 hou rs an d in creased h ours of vacation th at m ay b e con verted into non -F L S A com p en satory tim e off from 20 hou rs to 4 0 h ours; I n creased E xecu ti ve Leave for Pol ic e C ap t ain s from 32 h ours t o 4 0 hou rs an n u al ly. A ny un used leave m u st b e cash ed ou t on th e last p ayd ay in D ecem b er; Un iform A llow ance in creased from $8 84 ann ually to $1 ,00 0 an nu ally; Tu ition Reim b u rsem en t - N ew art icle. T h e C ity wi ll rei m b u rse em p loyees up to $3 ,50 0 p er fiscal year, as lon g as fun d s are availab le, for th e cost of tuition an d textb ooks in cu rred for job -related ed ucation;
C lean-u p lan g u ag e for various ot h er art icles in t h e M O U th at reflec ted ch ang es in th e law or for clarification.

Th e C ity an d the U M M E A u nit ag reed to the following :

Th e term of the n ew ag reem en t with b e J uly 1, 2 02 2 throug h J un e 30 , 20 23 ; S alary - 4 .5% C O L A (cost of li vin g ad ju st m en t) to b as e s alary effec ti ve t h e p ay p eriod b eg in ning J u ly 1 , 20 22 ;
O ne-tim e p aym en t for E ssential Worker P rem iu m Pay of up to $4,5 00 d ollars to each em p loyee wh o h as b een act ivel y em p l oyed b y t h e C i ty d u ring th e t im e p eriod of A p ril 1, 20 20 throug h M arch 3 1, 20 21 an d rem ain s cu rren t ly em p loyed as of th e sched uled p aym ent d ate. Th e p aym en t w il l b e m ad e in a s ep arate ch eck issued on t h e week follow in g the first p ay p eriod in F Y 20 22 /20 23 ; H ealth I n su ran ce - C afeteria P l an all ow an c e i n c reas ed from $1,1 84 t o $1 ,4 0 0 effective J an uary 1, 2 02 3;
C losu re of C ity facilities from D ecem b er 2 5th th rou g h J anu ary 1st and d ecrease floatin g holid ay ti m e from 4 0 hou rs to 20 h ours p er year. A n y un used leave m u s t b e cashed ou t on the last p ayd ay in D ecem b er;
E m p loyees m ay req u est to convert a m axim um of 20 hou rs of sick leave to com p ensation if th ey h ave used less th an 4 0 hou rs of sick leave from J anu ary 1st th rou g h N ovem b er 30 th of th e p rior calend ar year. Th is w ill b e p aid ou t in J un e; C reated a tiered system for Vacation b uyb ack. E m p loyees with 1-6 years m ay req u est to cash ou t a m axim u m of 6 0 h ours of vacation tim e i n D ec em b er as long as t h ey have used 4 0 hou rs of vac ati on . E m p loyees wi th 7 + years m ay req u est to cas h out a m axim u m of 1 00 h ours of vac ati on in D ec em b er as long as t hey have u s ed 40 h ou rs of vacation and m aintain 80 hou rs of vacation in th eir accru al b anks; Rem oved E d uc ati onal I n cen tive A rt ic le an d rep lac ed with Tu i ti on Reim b ursem ent. T he C ity w il l reim b u rse em p loyees u p t o $3 ,50 0 p er fiscal year, as long as fun d s are availab le, for the cost of tu ition and textb ooks in cu rred for job -related ed ucation;

B iling ual Pay - N ew article to m at ch t he p ay g iven t o U P O A , U P M A , and U C E A . Pay w ill b e $10 0 p er m ont h t o th ose em p loyees in th e u n it w h o are req u ired t o sp eak a secon d lan g u ag e as p art of their d uties;
Work B oot A rticle - N ew art ic le th at will p rovid e $2 00 an n u al ly for ag reed up on classification s to p u rchase w ork b oots;
C lean-u p lan g u ag e for various ot h er art icles in t h e M O U th at reflec ted ch ang es in th e law or for clarification.

Th e C ity an d the U C E A un it ag reed to th e follow in g :

Th e term of the ag reem ent w ill b e J u ly 1 , 20 22 th rou g h J u ne 3 0, 2 02 3; S alary - 4 .5% C O L A (cost of li vin g ad ju st m en t) to b as e s alary effec ti ve t h e p ay p eriod b eg in ning J u ly 1 , 20 22 ;
O ne-tim e p aym en t for E ssential Worker P rem iu m Pay of up to $4,5 00 d ollars to each em p loyee wh o h as b een act ivel y em p l oyed b y t h e C i ty d u ring th e t im e p eriod of A p ril 1, 20 20 throug h M arch 3 1, 20 21 an d rem ain s cu rren t ly em p loyed as of th e sched uled p aym ent d ate. Th e p aym en t w il l b e m ad e in a s ep arate ch eck issued on t h e week follow in g the first p ay p eriod in F Y 20 22 /20 23 ; H ealth I ns uranc e - C afeteria P lan al lowan ce in creased from $1,2 67 to $1 ,40 0.

E m p loyees h ired p rior t o M arc h 1 , 2 01 6 m ay transfer un used C afet eri a P lan fu n d s to the D eferred C om p ensation 4 57 (b ) p lan ;
L ong evity Pay - ad d ed 1 5 years of servic e eli g i b i li ty at 4 % in crease of b as e salary an d in creased 1 0 years of servic e from 2% to 3 % of b ase s alary and i n c reas ed 2 0 years of service from 2.5 % to 5 % of b as e sal ary. Th ese increases are excl us ive of eac h ot h er an d w ill n ot b e con sid ered b uild ab le up on the last lon g evity am oun t; C losu re of C it y facilities from D ec em b er 2 5t h th rou g h J an uary 1 st . E m p loyees m ay u se vacation , floating h olid ay or com p ti m e to cover th e closure. I n years wh ere th e facilities are c los ed for t h ree (3 ) work d ays , t he C ity wi ll p rovid e 1 0 hou rs of leave to cover the ad d ition al d ay of t h e closu re. E m p loyees that are req uired to w ork d u rin g th e h olid ay closu re will receive com p tim e eq ual to t he n um b er of hou rs w orked , b u t n o m ore th an 30 hou rs allow ed ;
I n creased c om p en s atory tim e li m i t for Police D is p at ch ers from 1 20 hou rs t o 24 0 h ours and in creased c om p ens atory t im e lim it for g en eral em p loyees from 80 h ours to 10 0 hou rs;
S tand b y p ay - Police D isp atch ers m ay rec eive $5 0 p er d ay w hen req u ired to b e i n an on- call status;
Un iform allowan ce - I ncreased from $30 0 to $4 00 p er year; S h ift D ifferen tial - n ew article ad d ed for Pol ic e D i sp atc h er w h o w ork from 6 :0 0 p .m . to 6:0 0 a.m . to receive $2 .00 p er hou r d ifferential; Tu ition Reim b u rsem en t - new arti cl e. T he C it y will rei m b urse em p l oyees up to $2 ,50 0 p er fiscal year, as lon g as fun d s are availab le, for th e cost of tuition an d textb ooks in cu rred for job -related ed ucation;
C lean-u p lan g u ag e for various ot h er art icles in t h e M O U th at reflec ted ch ang es in th e law or for clarification.

Th e term s for the N on -Rep resen ted /C on fid ential Un it w ill b e:

Th e term of the ag reem ent w ill b e J u ly 1 , 20 22 th rou g h J u ne 3 0, 2 02 3; S alary - 4 .5% C O L A (cost of li vin g ad ju st m en t) to b as e s alary effec ti ve t h e p ay p eriod b eg in ning J u ly 1 , 20 22 ;
O ne-tim e p aym en t for E ssential Worker P rem iu m Pay of up to $4,5 00 d ollars to each em p loyee wh o h as b een act ivel y em p l oyed b y t h e C i ty d u ring th e t im e p eriod of A p ril 1, 20 20 throug h M arch 3 1, 20 21 an d rem ain s cu rren t ly em p loyed as of th e sched uled p aym ent d ate. Th e p aym en t w il l b e m ad e in a s ep arate ch eck issued on t h e week follow in g the first p ay p eriod in F Y 20 22 /20 23 ; H ealth I nsurance - C afeteria P lan allowan ce of $1,4 00 effective J anu ary 1 , 20 23 ; L ife I n su ran ce - T he C ity w ill p rovid e em p loyees w ith g roup life in su ran ce in an am oun t eq u al to 1x their an nu al salary;
D eferred C om p P lan - S p ec ifi ed cl ass ifi cat ion s li st ed w il l rec eive 8% of b ase m on th ly

salary w il l b e c ont ri b u ted to th e C it y's d eferred c om p en s ati on p lan an d m ay b e used toward t h e em p loyee's cafet eri a op ti ons. O ther cl ass ifi cat ion s w il l receive $2 00 p er m on th ;
L ong evity Pay - 2 % in crease in b ase sal ary for em p loyees wh o h ave 1 0 years of con tinu ous s ervi ce an d a "m eets req u i rem en t s" on t hei r m ost recen t p erform an ce evalu ation. 2 .5 % i n c reas e i n b as e s alary for em p l oyees w ho have 20 years of contin uou s service;
B iling ual Pay - E lig ib le em p loyees wi ll receive $1 00 p er m on t h w ho are req u ired as p art of th eir reg ular d uties to p rovid e fluen cy in a secon d lang uag e; C losu re of C it y facil it ies from D ecem b er 2 5t h th rou g h J an uary 1s t. F l oati n g h olid ay leave of 2 0 h ours p er year. A n y u nu sed leave m ust b e cashed out on t h e l ast p ayd ay in D ecem b er;
E xecu tive Leave - E m p loyees sh all recei ve 6 0 h ou rs of execu ti ve l eave. A n y un used leave will b e cash ed ou t on th e second p ay p eriod in D ecem b er; B ereavem en t Leave - E m p loyees m ay t ake u p to 30 h ours p er occ urren ce for fam ily m em b ers;
E m p loyees m ay req u est to convert a m axim um of 20 hou rs of sick leave to com p ensation if th ey h ave used less th an 4 0 hou rs of sick leave from J anu ary 1st th rou g h N ovem b er 30 th of th e p rior calend ar year. Th is w ill b e p aid ou t in J un e; E m p loyees with 1 -6 years m ay req u est t o cash ou t a m axim um of 60 h ours of vacation tim e in D ec em b er as l on g as th ey have us ed 4 0 hou rs of vacation. E m p loyees wi th 7+ years m ay req u est t o cas h out a m axim um of 1 0 0 hou rs of vacation i n D ecem b er as lon g as they h ave used 4 0 h ours of vacation an d m ain tain 8 0 h ours of vacation in their accru al b ank;
Tu ition Reim b u rsem en t u p to $3 ,50 0 p er fiscal year, as long as fu nd s are availab le, for th e cost of tuition an d textb ooks incurred for job -related ed u cation ; O vertim e/C om p en satory Tim e Pay: S p ecified classificat ion s w il l rec eive overt im e and /or com p en satory tim e for tim e w orked over reg u larly sch ed u led w ork week; Perform an ce A p p rais al Pay - A nn ual ly em p loyees wh o are at t op step and recom m end ed b y t h ei r D ep artm ent H ead m ay receive up to 5% l u m p su m p aym ent w it h an overall "exceed s stan d ard " evaluation ;
Various oth er art ic les t h at es tab li sh t he hou rs an d w orkin g con d i ti on s for t his g roup of em p loyees th at are not econ om ic in n atu re.

Th e am en d m ents to th e E xecu tive E m p loyees C om p en sation and B en efits p lan w ill b e:

Th e revisions w ill take effect on J uly 1, 2 02 2;

4.5 % C O L A (c ost of li vin g ad ju st m en t) to b as e s alary effec ti ve t he p ay p eriod b eg inn in g J u ly 1 , 20 22 ;
O ne-tim e p aym en t for E ssential Worker P rem iu m Pay of up to $4,5 00 d ollars to each em p loyee wh o h as b een act ivel y em p l oyed b y t h e C i ty d u ring th e t im e p eriod of A p ril 1, 20 20 throug h M arch 3 1, 20 21 an d rem ain s cu rren t ly em p loyed as of th e sched uled p aym ent d ate. Th e p aym en t w il l b e m ad e in a s ep arate ch eck issued on t h e week follow in g the first p ay p eriod in F Y 20 22 /20 23 .

H ealth I n su ran ce - C afeteria P l an all ow an c e i n c reas ed from $1,1 84 t o $1 ,4 0 0 effective J an uary 1, 2 02 3;
I n crease U niform A llowan ce for C h ief of Police from $8 84 ann ually to $1 ,00 0 an nu ally; Revised D eferred C om p en sat ion P lan to in clud e 4 01 (a) an d the C ity w il l con trib u t e 9% of b as e m ont hl y salary into th e 4 01 (a) p lan . E m p loyees m ay con trib u t e t o t he C ity's 45 7(b ) p lan u p to th e yearly m axim u m lim it as d efin ed b y I R S g uid elin es; Rem oval of E d u cation I n cen tive for E xecutive E m p loyees; C ell P h on e A ll ow ance - E m p l oyees m ay ch oose a m on th ly cell p h one al lowan ce of $10 0 or a C ity-issu ed p hon e;
D ecrease float in g h ol id ay tim e from 4 0 h ours to 2 0 hou rs p er year. A n y u n u sed leave m u st b e cash ed ou t on th e last p ayd ay in D ecem b er; C losu re of C ity H all from D ecem b er 25 th th rou g h J an uary 1st; C lean-u p lan g u ag e for variou s ot her articles t h at reflect ed ch an g es i n the law or for clarification.

F I S C A L I M P A C T S
Th e fis cal im p act to th e al l fun d s b u d g et w ill b e ap p roxim atel y $2,7 50 ,00 0 wi th a G eneral F u nd effect of ap p roxim atel y $1,3 00 ,00 0 an d A m erican Rescu e P lan A ct (A R PA ) effec t of ap p roxim ately $97 5,0 00 .

Th e F Y 22 /23 op erating b u d g et reflects th e in clusion of th e ab ove 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 UP O A
UP O A M O U red-lined
UP O A M O U clean
Resolution UP M A
UP M A M O U red-lined
UP M A clean
Resolution UM M E A
UM M E A M O U red-lined
UM M E A M O U clean
Resolution UC E A
UC E A M O U red-lined
UC E A M O U clean
Resolution Non-Rep Confidential
Non Rep red-line
Non Rep Clean with S alary
Resolution E xecutive
Executive Comp Plan clean
Executive Comp Plan red-line
Resolution P art-T ime S alary
Part-Time Salary S chedule

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA ADOPTING A MEMORANDUM OF

UNDERSTANDING WITH THE UPLAND POLICE OFFICERS

ASSOCIATION

WHEREAS, it is the policy of the City of Upland to compensate its employees in a fair and equitable manner for their efficient and faithful service; and

WHEREAS, the City opened negotiations with the duly authorized representatives of the Upland Police Officers Association and have reached Agreement to amend the current Memorandum of Understanding through June 30, 2023.

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

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

Section 2. The City Council hereby approves the Memorandum of Understanding between the City of Upland and the Upland Police Officers Association, attached hereto, and authorizes the City Manager, Assistant City Manager, and Human Resources/Risk Manager to execute the Memorandum of Understanding.

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

Section 4. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

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

PASSED, APPROVED and ADOPTED this 13th day of June, 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 13th day of June, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

MEMORANDUM OF UNDERSTANDING (M.O.U.)

BETWEEN

THE CITY OF

UUPLAND AND

THE UPLAND POLICE

OFFICERS' ASSOCIATION (UPOA)

July 1, 201722 to June 30, 20223

Upland Police Officers' Association 7/1/2017- 6/30/2022

TABLE OF CONTENTS
ARTICLE 1 - TERM OF AGREEMENT .......................................................................... 1 ARTICLE 2 - PREAMBLE .............................................................................................. 1 ARTICLE 3 - MAINTENANCE OF MEMBERSHIP ...................................................... 1 ARTICLE 4 - MANAGEMENT RIGHTS ......................................................................... 2 ARTICLE 5 - SALARIES ................................................................................................. 2 ARTICLE 6 - RETIREMENT ........................................................................................... 3 ARTICLE 7 - DEFERRED COMPENSATION ................................................................ 3 ARTICLE 8 - HEALTH INSURANCE - CAFETERIA PLAN ....................................... 4 ARTICLE 9 - RETIREE HEALTH INSURANCE REIMBURSEMENT ...................... 45 ARTICLE 10 - RETIREE HEALTH SAVINGS ACCOUNTS ........................................ 5 ARTICLE 11 - LIFE INSURANCE ................................................................................... 6 ARTICLE 12 - BILINGUAL PAY .............................................................................. 6 ARTICLE 13 - COURT STANDBY PAY .................................................................7.

ARTICLE 14 - EDUCATION INCENTIVE AND POST CERTIFICATE PAY ............ 7 ARTICLE 15 - DETECTIVE STANDBY PAY ................................................................ 8 ARTICLE 16 - ON-CALL PAY .............................................................................................. 8 ARTICLE 17 - 6-HHOLIDAY PAY ............................................................................ 8 ARTICLE 187 - LONGEVITY PAY ............................................................................... 89 ARTICLE 198 - MERITORIOUS PAY .......................................................................... 89 ARTICLE 2019- OVERTIME PAY .................................................................................. 9 ARTICLE 210 - COMPENSATORY TIME OFF ................................................................... 9 ARTICLE 221 - SPECIAL ASSIGNMENT PAY ........................................................... 10 ARTICLE 232 - UNIFORM ALLOWANCE ................................................................ 101 ARTICLE 243 - SICK LEAVE ...................................................................................... 101 ARTICLE 254 - VACATION ......................................................................................... 112 ARTICLE 265 - BEREAVEMENT LEAVE ................................................................. 113 ARTICLE 276 - BREAK AND MEAL PERIODS ....................................................... 123 ARTICLE 287 - NO STRIKE PROVISION .................................................................. 123

Upland Police Officers’ Association 7/1/22 – 6/30/23

ARTICLE 298 - DISCIPLINE AND PERSONNEL FILES......................................... 123 ARTICLE 3029 - WORK SCHEDULE ......................................................................... 134 ARTICLE 310 - PREVAILING BENEFITS .................................................................. 145

ARTICLE 321 - SAVINGS CLAUSE .................................................................................. 145 ARTICLE 33 - PREVENTATIVE HEALTH ......................................................................... 33

1 ARTICLE 32 -PREVENTATIVE HEALTH ............................................................................... 13

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE CITY OF UPLAND
AND

THE UPLAND POLICE OFFICERS' ASSOCIATION
JULY 1, 201722 - JUNE 30, 20223

ARTICLE 1 - TERM OF AGREEMENT

Except where expressly stated otherwise herein, the City and Association agree that the provisions of this Memorandum of Understanding (M.O.U.) shall be effective July 1, 20172022, and shall expire on June 30, 20222023.

ARTICLE 2 - PREAMBLE

It is the intent and purpose of this M.O.U. to set forth the understanding of the parties reached as a result of meeting and conferring in good faith regarding, but not limited to, matters relating to the wages, hours, and terms and conditions of employment between the City of Upland (hereinafter referred to as "City") and the Upland Police Officers' Association (hereinafter referred to as "Association").

ARTICLE 3 - MAINTENANCE OF MEMBERSHIP

The Association is the recognized employee organization for the personnel employed in the Police Department occupying the classifications of Police Officer and Police Detective.

The City agrees to deduct association dues from the wages of all UPOA members who have filed a written authorization with the association. The City will begin dues deductions at the beginning of the pay period after notice is provided by the Association and will transmit these funds to the Association in a manner which is mutually agreed to.

The employee's earnings must be sufficient after other legal and required deductions are made to cover the amount of the dues. When an employee is in a non -pay status for an entire pay period, no deduction will be made to cover the pay period. In the case of an employee who is in a non-pay status during part of the pay period, and the salary is not sufficient to cover th e full withholding, no deduction shall be made. In this circumstance, all other legal and required deductions (including health care deductions) have priority over Association dues.

UPOA agrees to enforce this provision and to indemnify and hold harmless the City, its officers and employees, from all liabilities and/or damages arising from the operation of this

Upland Police Officers' Association 7/1/20172022 - 6/30/20222023 2 section.

ARTICLE 4 - MANAGEMENT RIGHTS

The authority of the City includes the exclusive right to determine the mission of its constituent departments, commissions and boards; set standards of service; determine the procedures and standards of selection for employment and promotion; direct its employees; take disciplinary action; relieve its employees from duty because of lack of work or for other legitimate reasons; maintain the efficiency of work; maintain the efficiency of governmental operations; determin e the methods, means and personnel by which government operations are to be conducted; determine the content of job classifications; take all necessary actions to carry out its mission in emergencies; exercise complete control and discretion over its organization and the technology of performing its work, provided, however, that the exercise and retention of such rights does not preclude employees or their representatives from meeting and conferring over the practical consequences that decisions on these matters may have on wages, hours and other terms and conditions of employment.

ARTICLE 5 - SALARIES

A. Effective the first full pay period following MOU ratification by UPOA and approval by the City Council, the City shall issue:

a. The City will issue aA one-time payment for Essential Worker Premium Pay of up to seventy- five hundred dollars ($7,500) to each employee who has been actively employed by the City during the time period of April 1, 2020 through March 31, 2021 and remains currently employed aton the scheduled payment date. The payment will be made in a separate check issued on the week following the first pay period in fiscal year FY 2022/2023.

a. These payments will be pro-rated based on the number of months employees have been employed with the City during April 1, 2020 through March 31, 2021. An employee who was hired after the 15th of the month will not receive credit for working that month for purposes of calculating the pro-rated lump sum payment. For example, an employee hired on May 16, 2020 will receive a payment of $6,250 (10 months times $625.00). Employees who have been on an unpaid leave of absence during this time will also have their lump sum payment pro-rated based on the period of unpaid leave of absence. a one-time lump sum distribution for each employee currently working for the City and also employed by the City on July 1, 2017 of 1% (one percent) of the employees annual salary as of July 1, 2017. The parties agree that the one-time distribution shall not be credible for CalPERS retirement.

a one-time lump sum distribution for each employee currently working for the City and also employed by the City on July 1, 2018 of 1% (one percent) of the employees annual salary as of July 1, 2018. The parties agree that the one-time distribution shall not be credible for CalPERS retirement.

B. Effective the pay period beginning July 1, 2022 June 30, 2019, following MOU ratification by UPOA and City Council approval, all employees in this unit shall receive a 4% COLA increase in base salary. the following modification will occur:

B.

a. A 2.5% COLA increase in base salary for all association members.Effective June 28, 2020,

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 2 all employees in this unit shall receive a 2% COLA increase in base salary.

b. Effective the pay period beginning July 1, 2022, following MOU ratification by UPOA and City Council approval, all employees in this unit shall receive anAn equity increase of two and one half percent (2.5%) in base salary.Effective June 27, 2021, all employees in this unit shall receive a 2% COLA increase in base salary.

c. Effective the pay period beginning January 1, 2023, all employees in this unit shall re ceive an equity increase of two and one half percent (2.5%) in base salary.

The parties to this MOU agree for future reference that the survey cities remain as the following cities: Rialto, Ontario, West Covina, Chino, Glendora, and Fontana.

ARTICLE 6 - RETIREMENT

Classic Employees:

Retirement Tier 1 - Safety Members hired before January 1, 2013, shall receive the 3% @ 55 retirement formula, highest twelve (12) month average final compensation period, the Third Level of the 1959 Survivor's Benefit, which employees agree to pay $2.00 per month, Unused Sick Leave Option, and a two percent (2%) retirement Cost of Living Adjustment (COLA). These Safety Members shall pay the entire twelve percent (12%) of the CalPERS employee contribut ion on a pre-tax basis.

The agreement between the City and CalPERS allows for the buy -back of time served by the employee in the Military as defined under PERS Regulation, Section 21024.

The City, at the Police Chiefs discretion, and in accordance with the law, will allow police officers who voluntarily retire from City service and who are at least 50 years of age at the time of retirement to be rehired as a contract service worker (CSW -Retiree) in his/her previous position for a period not to exceed 960 hours in the fiscal year of retirement and for an additional 960 hours in the fiscal year following retirement. The CSW-Retiree will be paid at the hourly rate earned and hold the same rank as on the last full day of employment. CSW-Retirees will receive one-third of the Cafeteria amount provided full -time officers and the same uniform allowance as received by full- time officers. CSW-Retirees are employed on an at-will basis and shall not be eligible for any layoff benefits. All applicable PERS regulations and statutes regarding the employment of retirees shall apply.

Pension Reform Act of 2013:

Retirement Tier 2- New Safety Members, as defined by CalPERS, hired on or after to January 1, 2013, shall receive the 2.7% @57 retirement formula, highest thirty -six (36) month average final compensation period, the Fourth Level of the 1959 Survivor's Benefit, which employees agree to pay $2.00 per month, Unused Sick Leave Option, and a two percent (2%) retirement Cost of Living Adjustment (COLA). These Safety Members shall pay half the total normal cost of the retirement plan as determined annually by CalPERS on a pre-tax basis.

ARTICLE 7 - DEFERRED COMPENSATION

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 3 Effective September 1, 2019, the City will contribute $100 per month in deferred compensation on behalf of each employee in the unit. Employees may add additional contributions voluntarily.

The City will contribute an additional two hundred and fifty dollars ($250) per month on behalf of Police Detectives into their deferred compensation account. The City will contribute an additional two hundred dollars ($200) per month on behalf of Police Officers with a minimum of 15 years of continuous service with the City of Upland to their deferred compensation account.

ARTICLE 8 - HEALTH INSURANCE - CAFETERIA PLAN

In accordance with "The City of Upland Cafeteria Plan", the City provides a 125 Flexible Benefit Plan ("the Plan"). The regular and intended effect of the Plan, under current law, is to enable employees to receive benefits which may not be subject to either State or Federal income tax.

The details of Plan eligibility and operational requirements are set forth in the Plan documents. Once enrolled in a cafeteria distribution plan, employees will only be permitted to modify the plan on the same basis as changes are permitted in health insurance plans, that is, during open enrollment periods and when the employee's dependent status changes.

1) The City shall make a monthly contribution as set forth below to each eligible member of the unit to be used toward the Section 125 Cafeteria Plan. These funds shall only be used for qualified benefits as provided for in IRC Section 125.

2) All employees must enroll in one of the health program plans unless they submit to the City proof of comparable health coverage. The City may require additional proof of alternative coverage at any time.

3) Employees who fail to complete this requirement will be enrolled in the lowest cost hea lth insurance plan the City offers.

4) Employees who meet the requirement shall be allowed to utilize their Section 125 Flexible Benefit Plan contributions for any of the other qualified benefits as provided for in IRC Section 125.

BENEFITS CONTRIBUTION

The City will make available to each covered employee a monthly amount for benefits, as specified in this MOU.

1) Employees hired prior to March 1, 2016 will receive the maximum benefits contribution allocation:

• Effective January 1, 2023 = $1,400
Effective January 1, 2017 - $1,267.00
Effective January 1, 2020 -$1,300.00

2) For eEmployees hired on or after March 1, 2016, the City will receive the contribute the

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 4 following contributions to the plan to a maximum of $1,267.00 effective January 1, 201723.,

Employee Only The amount to cover the lowest cost plans for health, dental and vision (Kaiser HSA excluded).

The cost for this coverage will not exceed $1,400
Employee plus one The amount to cover the lowest cost plans for health, dental and vision (Kaiser HSA excluded).

The cost for this coverage will not exceed $1,400
Family The maximum benefit of $1,400
The employee must pay the difference between the City's contribution and the actual premium of the plan selected, if any. The City reserves the right to change medical carriers. In the event of a change, the City agrees to meet and confer prior to any change.

Employees in the unit who elect a medical HSA may transfer unused Cafeteria Plan funds to the HSA (Health Savings Account) up to the maximum amount allowed by IRS guidelines.

Employees who waive medical coverage, dental coverage, and/or vision coverage may elect to put up to the maximum annual amount of five hundred dollars ($500) per Section 125 guidelines in their Flexible Spending Account (FSA).

ARTICLE 9 - RETIREE HEALTH INSURANCE REIMBURSEMENT

a. The City shall contribute monthly on behalf of each retiree the amount set forth in the table below.

b. An additional $45 per month allowance is provided for spouse if the spouse is covered under the retiree's insurance.

c. To be eligible for the retiree medical payments herein, an employee must retire from the City and purchase retiree medical insurance
10 – 14 years of service PERS statutory minimum
15 – 19 years of service PERS statutory minimum
20 – 24 years of service PERS statutory minimum
25 + years of service $145.14 per month

The provisions of this article above shall only apply to bargaining unit members hired on or before December 31, 2015.

ARTICLE 10 - RETIREE HEALTH SAVINGS ACCOUNTS

Effective January 1, 2007, Retirement Health Savings (RHS) accounts will be established through ICMA which will be payable to the employee only upon service or disability retirement with the City of Upland. City contributions to the RHS accounts will be based upon years of service in accordance with the following schedule:

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 5 Years of Service Monthly City Contribution Yearly City Contribution 5 to 9.99 $12.50 $150.00
10 to 14.99 $25.00 $300.00
15 to 19.99 $50.00 $600.00
20 to 24.99 $75.00 $900.00
25 + $100.00 $1,200.00

Upon retirement, all UPOA members shall convert 50% of accrued sick leave, 100% of accrued vacation and 100% of compensatory time to cash and deposit into their Retiree Health Savings Account on a tax deferred basis (in accordance with IRS guidelines). Therefore, the current options of cashing out half of accrued sick leave or using Personal Leave (1/2 of ac crued sick leave) at retirement will no longer be allowable.

Retirees are eligible to continue their medical, dental, and vision coverage with the City of Upland until they reach Medicare Eligible Age, at which time they will be required to enroll in a non-City sponsored Medicare plan. The retiree may choose to remain on the City's Dental and Vision plan. All post-retirement Medical, Dental, and Vision benefits will be paid by the retiree.

If the retiree should become deceased while an eligible surviving spouse is enrolled in coverage, the surviving spouse may continue their Medical, Dental, and/or Vision coverage with the City at their own expense. The Surviving Spouse will not be eligible for the Retiree Health Insurance Reimbursement allowance.

This Article does not apply to unit members hired after the effective date of this agreement. The City will not make any contributions for new hires under this Article.

The City shall have the ability to change providers through the RFP process.

ARTICLE 11 - LIFE INSURANCE

Effective July 1, 2019, the City shall provide all active members employees, a monthly life insurance and accidental death and dismemberment with group life insurance providing $150,000 in basic life insurance benefits and $150,000 in accidental death and dismemberment insurance benefits for each employee.

ARTICLE 12 -BILINGUAL PAY

The City will provide compensation in the amount of 2.5% of base salary for employees in the unit who successfully complete a fluency examination .and use the language skills as part of their job function and regular duties. The fluency examination will be administered by the Human Resources/Risk Management Office.

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 6 Bilingual pay will be for employees who speak Spanish or who speak any other language designated per the Chief of Police as critical to the functions of the Police Department.

When the skill is no longer needed or the employee is no longer required to use it or ceases to possess it, the Chief of Police shall terminate the bilingual compensation by written notice to the Human Resources/Risk Management Office.

ARTICLE 13 - COURT STANDBY AND CALL OUT PAY

Police Officers and Detectives in such on-call status will be paid 2.5 hours at the rate of one and one-half (1.5) their regular pay.

Court standby compensation is intended for staff who are off -duty, and shall not apply to Officers responding to court within one hour before a regularly scheduled work shift (i.e. as discussed by the parties for example, this includes Officers who are called to court at 8:00 a.m. on a day they are already regularly scheduled to report to work at 9:00 a.m.)

Employees who were not placed on court standby but have been called to court during their off- duty time will receive a minimum of three hours compensation at time and one half (1.5) their regular rate of pay. However, Officers who were not placed on court standby but are called to court on a regularly scheduled work day before their shift begins (i.e., Officers who are called to court at 8:00 a.m. on a day they are already scheduled to report to work at 9:00 a.m.) are only entitled to one hour of court call back pay. Employees in the unit who have been called to court from their off-duty time will receive a minimum of three hours compensation at time and one half (1.5)

If employees who have been called to court from their off duty time are required to return to court in the afternoon after the lunch break, the employee may be reimbursed for lunch up to $10.00, if a receipt for lunch is provided.

ARTICLE 14 - EDUCATION INCENTIVE AND POST CERTIFICATE PAY

All employees in this unit will receive Education Incentive Pay in the following amounts, effective January July 1, 202206:

2.5% of base salary for an Associate's Degree (or equiv. college units) OR
5% of base salary for a Bachelor's Degree (or equiv. college units).

All employees in this unit will receive POST Certificate Pay in the following amounts, effective January July 1, 202206:

2.5% of base salary for an Intermediate POST Certificate

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 7 OR

57.5% of base salary for an Advanced POST Certificate.

Eligible employees may only receive one payment amount within each category of Incentive Pay, to a maximum allowable of tentwelve and one half percent (12.50%) of base salary.

Educational Incentive and POST Certificate Pay will take effect when employees in the unit reach Step 4 in the salary schedule.

Those employees who were receiving educational incentive and POST certificate pay prior to June 30, 1985 will continue to receive the same compensation and will not be affected by this change.

ARTICLE 15 - DETECTIVE STANDBY PAY

Detectives shall be paid $500400 per week for each week of call-out assignment, regardless of whether the employee is actually called to work or not.

Detective Standby pay will be paid in accordance with the Detectives Standby Pay Policy, dated December 10, 2001. (Attachment A)

ARTICLE 16 – ON-CALL PAY

Employees who are released from active duty but are required by the Chief of Police to lea ve notice where they can be reached and be able to return to active duty when required by the department shall be assigned to on-call duty. While assigned to on-call duty, an employee shall be free to use the time for their own purposes.

On-call duty requires that employees so assigned shall:

1. Leave a telephone number where they can be reached or wear a communicating device;

2. Be able to respond to duty within thirty (30) minutes or a reasonable amount of time; and

3. Not consume alcoholic beverages.

Assignment of on-call duty and approval of compensation shall be made by the Chief of Police or designee based upon the needs of the City. On -call duty shall be compensated at the rate of eighty dollars ($80) per day per On -Call Duty Assignment. Said compe nsation is exclusive of any other compensation and shall not count as hours worked.

Examples of On-Call Duty Assignment include, but are not limited to:
• Protest Coverage
• Special Event Coverage
• National Emergency

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 8 ARTICLE 176-HOLIDAY PAY

All employees serving in classifications covered by this MOU shall be compensated in cash for City designated holidays at the rate of 4.61 hours pay per pay period.

ARTICLE 187 - LONGEVITY PAY

Employees in the unit with ten (10) years or more of continuous City service will receive a two and one half percent (2.5%) increase of base salary, effective January 1, 2016.

Employees in the unit with twenty (20) years or more of continuous City service will receive an additional two and one half percent (2.5%) increase of base salary, for a total of five percent (5%) longevity pay.

The longevity pay will be given through the merit system as a step advancement at ten (10) and twenty (20) years.

ARTICLE 198 - MERITORIOUS PAY

It is recognized that certain employees will put forth the extraordinary efforts and produce outstanding results for the City. It is desired to reward these individuals. An incentive pay method has been established to encourage all employees to utilize fully their capabilities on behalf of the City.

Employees recommended by their department heads and approved by the City Manager may be granted a five percent (5%) increase in salary for a period of three (3) months, six (6) months, or one (1) year. Department head recommendations will be submitted to the City Manager’s Office for review and approval. annually on May 1st. Payment of meritorious pay will be made in a lump sum annually on the first regularly scheduled payday after approval from the City Manager. in June. Recommendations will contain supporting documentation justifying the reasons for the pay. information required in Exhibit F of the Compensation Plan.

Any Police Officer or Detective who uses twenty-four (24) hours or less sick time in the period from December 1st through November 30th, and has at some time during that period accrued 1000 hours of sick leave, and has between nine hundred fifty -two (952) and one thousand (1,000) hours of accrued sick leave as of December 1st will receive
$200. Computations will be made and payment will be in the form of a lump sum payable on the first payday in December of each year . Such payment will only be made to persons actually in the employ of the City on the date of payment.

ARTICLE 2019 - OVERTIME PAY

Unit employees shall receive overtime at the rate of one and one-half (1 ½) times their regular rate of pay for time worked in excess of 40 hours in a 7 day work period. Paid vacation and sick leave

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 9 during a work period is counted as hours worked for overtime purposes.

ARTICLE 210 - COMPENSATORY TIME OFF

Effective January 1, 2010, employees in the unit may not accrue more than two hundred forty (240) hours of compensatory time off.

An Officer who requests to use Compensatory Time Off (CTO) will be permitted to do so pursuant to the following:

1. All requests to use CTO must be made in writing on the Request for Time Off Form. Request may not be placed in the in-box , e-mailed, or given in any other manner.

2. All requests to use CTO must be made at least three (3) days in advance of the date the officer wishes to use CTO. The Chief of Police or his designee have the authority to approve or deny any CTO request made within the three (3) day minimum requirement.

3. Officers who request to use CTO must find a replacement officer willing to work his/her shift if the request will take the shift below minimum staffing as outlined in the Police Department Policy. The Watch Commander shall also be notified of such as part of the written request to use CTO.

4. An officer requesting to use CTO who is unable to do so because he/she cannot find a replacement for a period of one year, after the request is made, will be cashed out of the CTO he/she requested. Although the parties do not expect this will ever happen, this provision is included in the agreement to comply with the requirements of the FLSA.

4. 5. Notwithstanding paragraphs 2 and 3 above, if an officer requests to use CTO on New Year's Eve, Easter, Halloween, Christmas Eve and on any official City Holiday as designated by the City Council the officer must find and identify the replacement officer to work his/her shift if he/she wants to use CTO even if the shift is above minimum staffing.

5.6. Notwithstanding all of the foregoing, the association and the City acknowledge that there may be times when during the shift an employee may request to use comp time for the remainder of the shift. Such requests will be approved at the discretion of the Chief of Police or his/her designee providing staffing levels are appropriate and the employee's CTO does not result in an unduly disruption to the department's operation.

6.7. The Fair Labor Standards Act (FLSA) and its regulations provide that request to use CTO shall be granted if made with reasonable notice to the employer and if not" unduly disruptive" to the agency's operations. If the association believes that it has become a practice of the Department to deny CTO to avoid payment of overtime it has the right to require that the Department meet and confer to discuss

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 10 the practice.

ARTICLE 221- SPECIAL ASSIGNMENT PAY

Police Officers will receive Special Assignment Pay in the amount of five percent (5%) of base salary when assigned to the following special details: Impact Officers, Canine Officers, Motorcycle Officers, Narcotics Officers, School Resource Officers, and Detective Lead. Field Training Officers (FTO's) will receive Special Assignment Pay in the amount of five percent (5%) of base salary when assigned as an FTO and only while serving in that capacity.

One (1) Canine Officer will receive Special Assignment Pay in the amount of two and half percent (2.5%) of base salary when assigned to the position of Lead Canine Officer. This Special Assignment Pay is not applicable to employees in the position of Corporal.

The City may designate up to ten (10) FTO's to receive a five percent (5%) increase of base salary on an on-going basis. Employees will be assigned to be FTO's as determined by the Chief of Police to ensure optimal departmental operations and an FTO on each shift.

All special assignments are assigned by the Chief of Police and are subject to shift and regularly scheduled days of being adjusted/changed based on operational necessity due to any critical incident, special event, natural/man-made disaster, protest, crime pattern or any other incident deemed necessary to protect public safety and the health and welfare of the City. The Chief of Police will determine the length of time for each special assignment and may discontinue the assignment at any time.

ARTICLE 232 - UNIFORM ALLOWANCE

Employees in the unit receive a uniform allowance in the amount of $884one thousand dollars ($1,000) per fiscal year for the purchase, maintenance, and cleaning of uniforms after completion of twelve (12) months of employment. Uniforms will be provided at the time of appointment. This allowance will be paid twice a year (½ in June and ½ in December).

Effective July 1, 2022, the City agrees to pay the uniform maintenance allowance of thirty -eight dollars and forty-six cents ($38.46) per pay period, which is equivalent to one thousand dollars ($1,000) per fiscal year. Such payment shall be prorated for employees not working the full year.

For PERS Classic Safety employees, the City shall report to CalPERS the monetary value of uniforms in the amount of thirty-eight dollars and forty-six cents ($38.46) per pay period.

The reported value of uniforms is intended to reflect clothing such as pants, shirts, jackets, and related attire.

ARTICLE 243 - SICK LEAVE

Employees in the unit earn sick leave at the rate of eight (8) hours per month, up to a maximum accrual of 1250 hours. No sick leave may be granted during the first thirty (30) days of

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 11 employment with the City.

Bargaining unit members who use less than 40 hours of sick leave between November 1 and October 31 of each year (this, of course, covers two calendar years) may request to cash out twenty (20) hours of sick leave each year. Such request needs to be made in writing to the Human Resources Department during the month of November. If such a request is made, the payment will be made in the first pay period of December of every year.

Annually employees in the unit may request to convert a maximum of twenty (20) hours of sick leave to compensation if they have used less than forty (40) hours of sick between January 1 st and December 31st of the prior calendar year.

Any employee who elects to covert accrued sick leave to compensation as provided for herein shall be limited to a maximum of twenty (20) hours per fiscal year of accrued sick leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any sick leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1 st of the calendar year prior to the end of the calendar year in which the employee wishes to covert such sick leave.
• All sick leave conversion requests are irrevocable and cannot be changed or amended unless rescinded and received in writing by Human Resources no later than December 1 st of the calendar year prior to the conversion.
• Employees who do not meet the requirement of using less than forty (40) hours of sick leave between January 1st and December 31st of the prior calendar year will not be eligible for the sick leave conversion.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for sick leave converted to cash for that calendar year. • Payments for accrued sick leave conversion to cash shall be made b y separate check two (2) times a year (first pay period in June and first pay period in December).

ARTICLE 254 - VACATION

Vacation shall accrue for employees in the unit based on the following schedule:

01 – 02 Years of service 96 Hours per year
03 – 05 Years of service 120 Hours per year
06 – 10 Years of service 152 Hours per year
11 – 13 Years of service 160 Hours per year
14 – 16 Years of service 168 Hours per year
17 + Years of service One additional day (8 hours) per year, up to a maximum of 176 hours per year

All employees may accrue vacation up to a maximum of three (3) years of entitlement.

In the month November of each calendar year, employees who have used at least 40 hours of

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 12 accrued vacation between the preceding November 1 and October 31 may cash out (by making a written request) up to 40 hours of their accrued vacation. Such request must be received by November 30 in Human Resources. If such a request is made, the payment will be ma de in the first pay period of December of every year.

In December of every year, employees may be paid cash in lieu of unused vacation for up to forty (40) hours of vacation if they have used at least forty (40) hours of vacation between January 1 st and December 31st of the prior year.

Any employee who elects to convert accrued vacation leave to compensation as provided for herein shall be limited to a maximum of forty (40) hours per fiscal year of accrued vacation leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any vacation leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1st of the calendar year prior to the end of the calendar year in which the employee wishes to convert such vacation leave.
• All vacation leave conversion requests are irrevocable and cannot be changed or amended unless rescinded and received in writing by Human Resources no later than December 1st of the calendar year prior to the conversion.
• Employees who do not meet the requirement of using forty (40) hours of vacation leave between January 1st and December 31st of the prior calendar year will not be eligible for vacation buyback.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for vacation leave converted to cash for that calendar year. • Payments for accrued vacation leave conversion to cash shall be made by separate check two (2) times a year (first pay period in June and first pay period in December).

ARTICLE 265 - BEREAVEMENT LEAVE

Employees may take up to 30 hours annually (January 1 through December 31) with pay in the event of a death of the following: mother, father, grandfather, grandmother, brother, sister, spouse, domestic partner, child, grandchild, and employee spouse's or domestic partner's father, mother, grandfather, grandmother, brother, sister and any relative who has resided with the employee for at least one year. Adoptive relatives and step relatives shall count the same as relatives by birth.

Notification of need for such leave must comply with the City's Administrative Policy on Sick Leave.

Members may also take up to four hours per year to attend funeral services in the City of Upland for situations other than the above with Department Head approval.

ARTICLE 276 - BREAK AND MEAL PERIODS

Patrol Division will receive one 45 minute45-minute meal break and two 15 minute15-minute breaks (workload permitting) during their full shift. Although officers are subject to calls during the entire break, every effort will be made not to interfere with their meal break.

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 13 Emergency calls will be handled immediately by any unit available. If no unit is available, the officer will be called away from their break to respond.

ARTICLE 287 - NO STRIKE PROVISION

The Association agrees that it shall not authorize, instigate, aid, condone, or engage in any strike which will interrupt or interfere with the operation of the City. The City places the Association on notice of its intention and right to terminate any employee who instigates or engages in any strike or work stoppage which interrupts or interferes with the operation of the City.

ARTICLE 298 - DISCIPLINE AND PERSONNEL FILES

Discipline:

The disciplinary appeal process shall culminate in an arbitration, using a mutually selected arbitrator from the State Mediation and Conciliations Service experienced in police disciplinary cases. The arbitrator's decision in suspension, demot ion and termination cases shall be final and binding.

Personnel File:

Pursuant to the side letter agreement dated July 30, 2001, where the officer has not repeated similar misconduct, unit members shall have removed from his/her personnel file any internally generated and citizen generated disciplinary action at the (5) five year anniversary of the discipline.

Documents, pertaining to an "Internal Investigation" not sustained and Traffic Accidents contained in the official personnel file may be removed after four (4) years.

The request to remove documentation for repeated similar misconduct shall be in writing, shall state the basis for the request, and be determine by the Police Chief's discretion to remove the documentation. A decision not to remove a document which is more than five years old is not subject to the grievance procedures and is not subject to challenge by an employee.

Employees in the unit wishing to inspect his/her personnel file may do so by contacting the Human Resources Department.

ARTICLE 3029 - WORK SCHEDULE

Effective January 21, 2001, the parties agree to convert the 4/10 work schedule to a combination of a 4/10 and 3/12.5 work schedule. The new work schedule will include the following elements:

A. There are six shifts to select from. The 4/10 shift will have a day shift/swing shift and night shift. The 3/12.5 shift will have a day shift/night shift and a cover shift.

Exhibit A attached hereto shows each of the shifts. Bargaining unit members working the 3/12.5 shift shall be required to work the following work shift: during a

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 2 28-day work period (which is permissible pursuant to Section 207(k) of the Fair Labor Standards Act), bargaining unit members would work twelve 12.5 hour shifts and one 10 hour shift for a total of 160 hours. The twelve 12.5 hour shifts shall be worked three consecutive days per seven day period and the 10 h our shift shall be worked on the day either before or after the three consecutive days. As such, in the workweek when the 10 hour day is worked, the bargaining unit member will work four days in a row.

B. The 10 hour shift would be scheduled at the discretion of the shift's Watch Commander (ultimately at the discretion of the Chief of Police) as follows: when bargaining unit members sign up for their 3/12.5 shift for six months in advance, the Watch Commander shall choose a particular day (e.g., the third Monday or second Friday) which will be the 10 hour workday for the entire six month period.

The Watch Commander shall note the particular day he has selected for the 10 hour workday on the sign up sheet in advance of it being circulated.

C. A 28 day work period (pursuant to Section 7(k) of the FLSA) will be in effect for all sworn police employees of the City. However, notwithstanding the FLSA work period, all sworn personnel shall have wages computed each pay period. Payment of regular wages and overtime (i.e., for work in excess of the regularly assigned shift) shall be made to sworn personnel on each bi -weekly payday. Sworn police personnel shall be compensated with overtime for all hours worked in excess of their regularly assigned shift. Hours worked shall include all time when an employee is necessarily required to be on the employer's premises on duty or at a prescribed work place. Even though paid leave does not count as hours worked pursuant to the FLSA, paid vacation, sick leave and compen satory time off shall count as hours worked for overtime purposes to this Agreement.

D. All bargaining unit members working a 3/12.5 work schedule shall work a 12 ½ hour shift.

E. All bargaining unit members working the 3/12.5 or 4/10 work schedules shall be allowed a paid 45 minute lunch break.

F. Bargaining unit members shall sign up by seniority, unrestricted; 2) bargaining unit members assigned to special assignments, i.e., Detective Bureau, Special Services, Administration and Training assignments, shall generally work from 7:00 a.m. to 5:00 p.m. Monday through Thursday or Tuesday through Friday. Actual shifts to be determined by Chief subject to operational need.

G. Notwithstanding the foregoing, if the Chief of Police determines that a need exists to move a bargaining unit member from one plan to another (from 3/12.5 shift to a 4/10 shift or vice versa) or from one shift to another (e.g., day shift to swing shift) to meet minimum staffing and/or emergency needs, he will do the following: 1) He will first post 10 days prior to the need to modify a unit member's work plan or shift a volunteer sign-up sheet asking for individuals who wish to volunteer to have their work plan or shift modified from their current plan or shift to the opposite work plan or another shift; 2) if he does not receive a volunteer(s), he will modify the

Upland Police Officers' Association 7/1/20172022 - 6/30/20222023 2 work plan or shift of the least senior unit member who is working the work plan or shift from which the Chief needs to move a unit member(s) by m oving that individual(s) to the opposite work plan or another shift to meet department needs (i.e., moving the unit member's work plan from a 3/12.5 to a 4/10 or vice versa or moving the unit member's work shift to another work shift).

ARTICLE 310 - PREVAILING BENEFITS

Except as provided herein, all wages, hours and other terms and conditions of employment presently enjoyed by employees in the unit shall remain in full force and effect during the term of this M.O.U., unless mutually agreed to by both parties.

ARTICLE 321 - SAVINGS CLAUSE

Should any provision of this agreement or the application of such provision be rendered or declared invalid by any court action or by reason of any existing or subsequently enacted legislation, the City and Association shall meet and confer immediately upon what constitutes an equivalent benefit to that which was determined to be unlawful. Such equivalent benefit will be implemented retroactive to the date the old benefit ceased. The remaining parts or portio ns of the Agreement shall remain in full force and effect.

ACTICLE 332 - PREVENTATIVE HEALTH

Effective July 1, 2019, employees in the unit may be reimbursed up to $180 annually for the purchase of items, classes, memberships, or programs which contribute to physical fitness. This reimbursement shall be made in June of each year. Items which will be considered acceptable for reimbursement are defined in the City's policy on Preventative Health Benefits.

Upland Police Officers' Association 7/1/20172022 - 6/30/20222023 3 CITY OF UPLAND

______________________________________
Michael Blay, City Manager

__________________
Date

______________________________________
Theresa Doyle, Human Resources/Risk Manager

__________________
Date

_____________________
Rosemary Hoerning Interim City Manager

_______________________
Londa Bock-Helms
Acting Administrative Services Director

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association 2 _____________
Date

_____________
Date

UPLAND POLICE OFFICERS ASSOCIATION

______________________________________

__________________
Date

______________________________________

__________________
Date

_____________________
Nick Peelman, President

_______________________
Jon Bonhus, Board Member

7/1/20172022 - 6/30/20222023 Upland Police Officers' Association

_____________
Date

_____________
Date

Upland Police Officers’ Association 7/1/22 – 6/30/23 2 APPENDIX A

Classes included in the Upland Police Officers’ Association Unit:

Grade Classification Title

6363 Police Corporal

6363 Police Detective

6339 Police Officer

Upland Police Officers’ Association 7/1/22 – 6/30/23 3 APPENDIX B

Please note the July 1, 2022 salary schedule includes a 2.5% COLA and 2.5% Equity.

1 MEMORANDUM OF UNDERSTANDING (M.O.U.)

BETWEEN

THE CITY OF

UPLAND AND

THE UPLAND POLICE

OFFICERS' ASSOCIATION (UPOA)

July 1, 2022 to June 30, 2023

Upland Police Officers’ Association 7/1/22 – 6/30/23

TABLE OF CONTENTS
ARTICLE 1 - TERM OF AGREEMENT .......................................................................... 1 ARTICLE 2 - PREAMBLE ............................................................................................... 1 ARTICLE 3 - MAINTENANCE OF MEMBERSHIP ...................................................... 1 ARTICLE 4 - MANAGEMENT RIGHTS ......................................................................... 2 ARTICLE 5 - SALARIES ................................................................................................. 2 ARTICLE 6 - RETIREMENT ........................................................................................... 3 ARTICLE 7 - DEFERRED COMPENSATION ................................................................ 3 ARTICLE 8 - HEALTH INSURANCE - CAFETERIA PLAN ....................................... 4 ARTICLE 9 - RETIREE HEALTH INSURANCE REIMBURSEMENT ........................ 5 ARTICLE 10 - RETIREE HEALTH SAVINGS ACCOUNTS ........................................ 5 ARTICLE 11 - LIFE INSURANCE ................................................................................... 6 ARTICLE 12 - BILINGUAL PAY .............................................................................. 6 ARTICLE 13 – COURT STANDBY AND CALL OUT PAY .......................................... 7 ARTICLE 14 - EDUCATION INCENTIVE AND POST CERTIFICATE PAY ............ 7 ARTICLE 15 - DETECTIVE STANDBY PAY ................................................................ 8 ARTICLE 16 - ON-CALL PAY ........................................................................................ 8 ARTICLE 17 - HOLIDAY PAY .................................................................................. 8 ARTICLE 18 - LONGEVITY PAY ................................................................................... 8 ARTICLE 19 - MERITORIOUS PAY .............................................................................. 9 ARTICLE 20- OVERTIME PAY ...................................................................................... 9 ARTICLE 21 - COMPENSATORY TIME OFF ..................................................................... 9 ARTICLE 22 - SPECIAL ASSIGNMENT PAY ............................................................. 10 ARTICLE 23 - UNIFORM ALLOWANCE .................................................................... 11 ARTICLE 24 - SICK LEAVE .......................................................................................... 11 ARTICLE 25 - VACATION ............................................................................................. 12 ARTICLE 26 - BEREAVEMENT LEAVE ..................................................................... 13 ARTICLE 27 - BREAK AND MEAL PERIODS ........................................................... 13 ARTICLE 28 - NO STRIKE PROVISION ...................................................................... 13 ARTICLE 29 - DISCIPLINE AND PERSONNEL FILES ............................................. 13 ARTICLE 30 - WORK SCHEDULE ............................................................................... 14 ARTICLE 31 - PREVAILING BENEFITS ...................................................................... 15

Upland Police Officers’ Association 7/1/22 – 6/30/23

ARTICLE 32 - SAVINGS CLAUSE ...................................................................................... 15 ARTICLE 33 - PREVENTATIVE HEALTH ......................................................................... 16

Upland Police Officers’ Association 7/1/22 – 6/30/23 1 MEMORANDUM OF UNDERSTANDING

BETWEEN

THE CITY OF UPLAND
AND

THE UPLAND POLICE OFFICERS' ASSOCIATION
JULY 1, 2022 - JUNE 30, 2023

ARTICLE 1 - TERM OF AGREEMENT

Except where expressly stated otherwise herein, the City and Association agree that the provisions of this Memorandum of Understanding (M.O.U.) shall be effective July 1, 2022, and shall expire on June 30, 2023.

ARTICLE 2 - PREAMBLE

It is the intent and purpose of this M.O.U. to set forth the understanding of the parties reached as a result of meeting and conferring in good faith regarding, but not limited to, matters relating to the wages, hours, and terms and conditions of employment between the City of Upland (hereinafter referred to as "City") and the Upland Police Officers' Association (hereinafter referred to as "Association").

ARTICLE 3 - MAINTENANCE OF MEMBERSHIP

The Association is the recognized employee organization for the personnel employed in the Police Department occupying the classifications of Police Officer and Police Detective.

The City agrees to deduct association dues from the wages of all UPOA members who have filed a written authorization with the association. The City will begin dues deductions at the beginning of the pay period after notice is provided by the Association and will transmit these funds to the Association in a manner which is mutually agreed to.

The employee's earnings must be sufficient after other legal and required deductions are made to cover the amount of the dues. When an employee is in a non-pay status for an entire pay period, no deduction will be made to cover the pay period. In the case of an employee who is in a non-pay status during part of the pay period, and the salary is not sufficient to cover the full withholding, no deduction shall be made. In this circumstance, all other legal and required deductions (including health care deductions) have priority over Association dues.

UPOA agrees to enforce this provision and to indemnify and hold harmless the City, its officers and employees, from all liabilities and/or damages arising from the operation of this section.

Upland Police Officers’ Association 7/1/22 – 6/30/23 2 ARTICLE 4 - MANAGEMENT RIGHTS

The authority of the City includes the exclusive right to determine the mission of its constituent departments, commissions and boards; set standards of service; determine the procedures and standards of selection for employment and promotion; direct its employees; take disciplinary action; relieve its employees from duty because of lack of work or for other legitim ate reasons; maintain the efficiency of work; maintain the efficiency of governmental operations; determine the methods, means and personnel by which government operations are to be conducted; determine the content of job classifications; take all necessary actions to carry out its mission in emergencies; exercise complete control and discretion over its organization and the technology of performing its work, provided, however, that the exercise and retention of such rights does not preclude employees or their representatives from meeting and conferring over the practical consequences that decisions on these matters may have on wages, hours and other terms and conditions of employment.

ARTICLE 5 - SALARIES

A. Effective the first full pay period following MOU ratification by UPOA and approval by the City Council, the City shall issue:

a. A one-time payment for Essential Worker Premium Pay of up to seventy-five hundred dollars ($7,500) to each employee who has been actively employed by the City during the time period of April 1, 2020 through March 31, 2021 and remains currently employed on the scheduled payment date. The payment will be made in a separate check issued on the week following the first pay period in fiscal year 2022/2023.

These payments will be pro-rated based on the number of months employees have been employed with the City during April 1, 2020 through March 31, 2021. An employee who was hired after the 15th of the month will not receive credit for working that month for purposes of calculating the pro-rated lump sum payment. For example, an employee hired on May 16, 2020 will receive a payment of $6,250 (10 months times $625.00). Employees who have been on an unpaid leave of absence during this time will also have their lump sum payment pro-rated based on the period of unpaid leave of absence.

B. Effective the pay period beginning July 1, 2022 , following MOU ratification by UPOA and City Council approval, the following modification will occur:

a. A 2.5% COLA increase in base salary for all association members.

b. An equity increase of two and one half percent (2.5%) in base salary.

c. Effective the pay period beginning January 1, 2023, all employees in this unit shall receive an equity increase of two and one half percent (2.5%) in base salary.

The parties to this MOU agree for future reference that the survey cities remain as the following cities: Rialto, Ontario, West Covina, Chino, Glendora, and Fontana.

Upland Police Officers’ Association 7/1/22 – 6/30/23 3 ARTICLE 6 - RETIREMENT

Classic Employees:

Retirement Tier 1 - Safety Members hired before January 1, 2013, shall receive the 3% @ 55 retirement formula, highest twelve (12) month average final compensation period, the Third Level of the 1959 Survivor's Benefit, which employees agree to pay $2.00 per month, Unused Sick Leave Option, and a two percent (2%) retirement Cost of Living Adjustment (COLA). These Safety Members shall pay the entire twelve percent (12%) of the CalPERS employee contribution on a pre-tax basis.

The agreement between the City and CalPERS allows for the buy -back of time served by the employee in the Military as defined under PERS Regulation, Section 21024.

The City, at the Police Chiefs discretion, and in accordance with the law, will allow police officers who voluntarily retire from City service and who are at least 50 years of age at the time of retirement to be rehired as a contract service worker (CSW-Retiree) in his/her previous position for a period not to exceed 960 hours in the fiscal year of retirement and for an additional 960 hours in the fiscal year following retirement. The CSW-Retiree will be paid at the hourly rate earned and hold the same rank as on the last full day of employment. CSW-Retirees will receive one-third of the Cafeteria amount provided full -time officers and the same uniform allowance as received by full- time officers. CSW-Retirees are employed on an at-will basis and shall not be eligible for any layoff benefits. All applicable PERS regulations and statutes regarding the employment of retirees shall apply.

Pension Reform Act of 2013:

Retirement Tier 2- New Safety Members, as defined by CalPERS, hired on or after to January 1, 2013, shall receive the 2.7% @57 retirement formula, highest thirty -six (36) month average final compensation period, the Fourth Level of the 1959 Survivor's Benefit, which employees agree to pay $2.00 per month, Unused Sick Leave Option, and a two percent (2%) retirement Cost of Living Adjustment (COLA). These Safety Members shall pay half the total normal cost of the retirement plan as determined annually by CalPERS on a pre-tax basis.

ARTICLE 7 - DEFERRED COMPENSATION

Effective September 1, 2019, the City will contribute $100 per month in deferred compensation on behalf of each employee in the unit. Employees may add additional contributions voluntarily.

The City will contribute an additional two hundred and fifty dollars ($250) per month on behalf of Police Detectives into their deferred compensation account. The City will contribute an additional two hundred dollars ($200) per month on behalf of Police Officers with a minimum of 15 years of continuous service with the City of Upland to their deferred compensation account.

Upland Police Officers’ Association 7/1/22 – 6/30/23 4 ARTICLE 8 - HEALTH INSURANCE - CAFETERIA PLAN

In accordance with "The City of Upland Cafeteria Plan", the City provides a 125 Flexible Benefit Plan ("the Plan"). The regular and intended effect of the Plan, under current law, is to enable employees to receive benefits which may not be subject to either State or Federal income tax.

The details of Plan eligibility and operational requirements are set forth in the Plan documents. Once enrolled in a cafeteria distribution plan, employees will only be permitted to modify the plan on the same basis as changes are permitted in health insurance plans, that is, during open enrollment periods and when the employee's dependent status changes.

1) The City shall make a monthly contribution as set forth below to each eligible member of the unit to be used toward the Section 125 Cafeteria Plan. These funds shall only be used for qualified benefits as provided for in IRC Section 125.

2) All employees must enroll in one of the health program plans unless they submit to the City proof of comparable health coverage. The City may require additional proof of alternative coverage at any time.

3) Employees who fail to complete this requirement will be enrolled in the lowest cost health insurance plan the City offers.

4) Employees who meet the requirement shall be allowed to utilize their Section 125 Flexible Benefit Plan contributions for any of the other qualified benefits as provided for in IRC Section 125.

BENEFITS CONTRIBUTION

The City will make available to each covered employee a monthly amount for benefits, as specified in this MOU.

1) Employees hired prior to March 1, 2016 will receive the maximum benefits contribution allocation:

• Effective January 1, 2023 = $1,400

2) Employees hired on or after March 1, 2016, will receive the following contributions to the plan effective January 1, 2023.

Employee Only The amount to cover the lowest cost plans for health, dental and vision (Kaiser HSA excluded).

The cost for this coverage will not exceed $1,400
Employee plus one The amount to cover the lowest cost plans for health, dental and vision (Kaiser HSA excluded).

The cost for this coverage will not exceed $1,400
Family The maximum benefit of $1,400

Upland Police Officers’ Association 7/1/22 – 6/30/23 5 The employee must pay the difference between the City's contribution and the actual premium of the plan selected, if any. The City reserves the right to change medical carriers. In the event of a change, the City agrees to meet and confer prior to any change.

Employees in the unit who elect a medical HSA may transfer unused Cafeteria Plan funds to the HSA (Health Savings Account) up to the maximum amount allowed by IRS guidelines.

Employees who waive medical coverage, dental coverage, and/or vision coverage may elect to put up to the maximum annual amount of five hundred dollars ($500) per Section 125 guidelines in their Flexible Spending Account (FSA).

ARTICLE 9 - RETIREE HEALTH INSURANCE REIMBURSEMENT

a. The City shall contribute monthly on behalf of each retiree the amount set forth in the table below.

b. An additional $45 per month allowance is provided for spouse if the spouse is covered under the retiree's insurance.

c. To be eligible for the retiree medical payments herein, an employee must retire from the City and purchase retiree medical insurance
10 – 14 years of service PERS statutory minimum
15 – 19 years of service PERS statutory minimum
20 – 24 years of service PERS statutory minimum
25 + years of service $145.14 per month

The provisions of this article above shall only apply to bargaining unit members hired on or before December 31, 2015.

ARTICLE 10 - RETIREE HEALTH SAVINGS ACCOUNTS

Effective January 1, 2007, Retirement Health Savings (RHS) accounts will be established through ICMA which will be payable to the employee only upon service or disability retirement with the City of Upland. City contributions to the RHS accounts will be based upon years of service in accordance with the following schedule:

Years of Service Monthly City Contribution Yearly City Contribution 5 to 9.99 $12.50 $150.00
10 to 14.99 $25.00 $300.00
15 to 19.99 $50.00 $600.00
20 to 24.99 $75.00 $900.00
25 + $100.00 $1,200.00

Upland Police Officers’ Association 7/1/22 – 6/30/23 6 Upon retirement, all UPOA members shall convert 50% of accrued sick leave, 100% of accrued vacation and 100% of compensatory time to cash and deposit into their Retiree Health Savings Account on a tax deferred basis (in accordance with IRS guidelines). Therefore, the current options of cashing out half of accrued sick leave or us ing Personal Leave (1/2 of accrued sick leave) at retirement will no longer be allowable.

Retirees are eligible to continue their medical, dental, and vision coverage with the City of Upland until they reach Medicare Eligible Age, at which time they will be required to enroll in a non-City sponsored Medicare plan. The retiree may choose to remain on the City's Dental and Vision plan. All post-retirement Medical, Dental, and Vision benefits will be paid by the retiree.

If the retiree should become deceased while an eligible surviving spouse is enrolled in coverage, the surviving spouse may continue their Medical, Dental, and/or Vision coverage with the City at their own expense. The Surviving Spouse will not be eligible for the Retiree Health Insurance Reimbursement allowance.

This Article does not apply to unit members hired after the effective date of this agreement. The City will not make any contributions for new hires under this Article.

The City shall have the ability to change providers through the RFP process.

ARTICLE 11 - LIFE INSURANCE

Effective July 1, 2019, the City shall provide all active members employees, a monthly life insurance and accidental death and dismemberment with group life insurance providing $150,000 in basic life insurance benefits and $150,000 in accidental death and dismemberment insurance benefits for each employee.

ARTICLE 12 -BILINGUAL PAY

The City will provide compensation in the amount of 2.5% of base salary for employees in the unit who successfully complete a fluency examination and use the language skills as part of their job function and regular duties. The fluency examination will be administered by the Human Resources/Risk Management Office.

Bilingual pay will be for employees who speak Spanish or who speak any other language designated per the Chief of Police as critical to the functions of the Police Department.

When the skill is no longer needed or the employee is no longer required to use it or ceases to possess it, the Chief of Police shall terminate the bilingual compensation by written notice to the Human Resources/Risk Management Office.

Upland Police Officers’ Association 7/1/22 – 6/30/23 7 ARTICLE 13 - COURT STANDBY AND CALL OUT PAY

Police Officers and Detectives in such on-call status will be paid 2.5 hours at the rate of one and one-half (1.5) their regular pay.

Court standby compensation is intended for staff who are off -duty, and shall not apply to Officers responding to court within one hour before a regularly scheduled work shift (i.e. as discussed by the parties for example, this includes Officers who are called to court at 8:00 a.m. on a day they are already regularly scheduled to report to work at 9:00 a.m.)

Employees who were not placed on court standby but have been called to court during their off- duty time will receive a minimum of three hours compensation at time and one half (1.5) their regular rate of pay. However, Officers who were not placed on court standby but are called to court on a regularly scheduled work day before their shift begins (i.e., Officers who are called to court at 8:00 a.m. on a day they are already scheduled to report to work at 9:00 a.m.) are only entitled to one hour of court call back pay. Employees in the unit who have been called to court from their off-duty time will receive a minimum of three hours compensation at time and one half (1.5)

If employees who have been called to court from their off duty time are required to return to court in the afternoon after the lunch break, the employee may be reimbursed for lunch up to $10.00, if a receipt for lunch is provided.

ARTICLE 14 - EDUCATION INCENTIVE AND POST CERTIFICATE PAY

All employees in this unit will receive Education Incentive Pay in the following amounts, effective July 1, 2022:

2.5% of base salary for an Associate's Degree (or equiv. college units) OR
5% of base salary for a Bachelor's Degree (or equiv. college units).

All employees in this unit will receive POST Certificate Pay in the following amounts, effective July 1, 2022:

2.5% of base salary for an Intermediate POST Certificate OR

7.5% of base salary for an Advanced POST Certificate.

Eligible employees may only receive one payment amount within each category of Incentive Pay, to a maximum allowable of twelve and one half percent (12.5%) of base salary.

Educational Incentive and POST Certificate Pay will take effect when employees in the unit reach Step 4 in the salary schedule. Those employees who were receiving educational incentive and POST certificate pay prior to June 30, 1985 will continue to receive the same compensation and will not be affected by this change.

Upland Police Officers’ Association 7/1/22 – 6/30/23 8 ARTICLE 15 - DETECTIVE STANDBY PAY

Detectives shall be paid $500 per week for each week of call-out assignment, regardless of whether the employee is actually called to work or not.

Detective Standby pay will be paid in accordance with the Detectives Standby Pay Policy, dated December 10, 2001. (Attachment A)

ARTICLE 16 – ON-CALL PAY

Employees who are released from active duty but are required by the Chief of Police to leave notice where they can be reached and be able to return to active duty when required by the department shall be assigned to on-call duty. While assigned to on-call duty, an employee shall be free to use the time for their own purposes.

On-call duty requires that employees so assigned shall:

1. Leave a telephone number where they can be reached or wear a communicating device;

2. Be able to respond to duty within thirty (30) minutes or a reasonable amount of time; and

3. Not consume alcoholic beverages.

Assignment of on-call duty and approval of compensation shall be made by the Chief of Police or designee based upon the needs of the City. On -call duty shall be compensated at the rate of eighty dollars ($80) per day per On -Call Duty Assignment. Said compensation is exclusive of any other compensation and shall not count as hours worked.

Examples of On-Call Duty Assignment include, but are not limited to:
• Protest Coverage
• Special Event Coverage
• National Emergency

ARTICLE 17-HOLIDAY PAY

All employees serving in classifications covered by this MOU shall be compensated in cash for City designated holidays at the rate of 4.61 hours pay per pay period.

ARTICLE 18 - LONGEVITY PAY

Employees in the unit with ten (10) years or more of continuous City service will receive a two and one half percent (2.5%) increase of base salary, effective January 1, 2016.

Upland Police Officers’ Association 7/1/22 – 6/30/23 9 Employees in the unit with twenty (20) years or more of continuous City service will receive an additional two and one half percent (2.5%) increase of base salary, for a total of five percent (5%) longevity pay.

The longevity pay will be given through the merit system as a step advancement at ten (10) and twenty (20) years.

ARTICLE 19 - MERITORIOUS PAY

It is recognized that certain employees will put forth the extraordinary efforts and produce outstanding results for the City. It is desired to reward these individuals. An incentive pay method has been established to encourage all employees to utilize fully their capabilities on behalf of the City.

Employees recommended by their department heads and approved by the City Manager may be granted a five percent (5%) increase in salary for a period of three (3) months, six (6) months, or one (1) year. Department head recommendations will be submitted to the City Manager’s Office for review and approval. Payment of meritorious pay will be made in a lump sum on the first regularly scheduled payday after approval from the City Manager. Recommendations will contain supporting documentation justifying the reasons for the pay.

Any Police Officer or Detective who uses twenty-four (24) hours or less sick time in the period from December 1st through November 30th, and has between nine hundred fifty -two (952) and one thousand (1,000) hours of accrued sick leave as of December 1st will receive $200. Computations will be made and payment will be in the form of a lump sum payable on the first payday in December of each year. Such payment will only be made to persons actually in the employ of the City on the date of payment.

ARTICLE 20 - OVERTIME PAY

Unit employees shall receive overtime at the rate of one and one-half (1 ½) times their regular rate of pay for time worked in excess of 40 hours in a 7 day work period. Paid vacation and sick leave during a work period is counted as hours worked for overtime purposes.

ARTICLE 21 - COMPENSATORY TIME OFF

Effective January 1, 2010, employees in the unit may not accrue more than two hundred forty (240) hours of compensatory time off.

An Officer who requests to use Compensatory Time Off (CTO) will be permitted to do so pursuant to the following:

1. All requests to use CTO must be made in writing on the Request for Time Off Form. Request may not be placed in the in-box, e-mailed, or given in any other manner.

Upland Police Officers’ Association 7/1/22 – 6/30/23 10 2. All requests to use CTO must be made at least three (3) days in advance of the date the officer wishes to use CTO. The Chief of Police or his designee have the authority to approve or deny any CTO request made within the three (3) day minimum requirement.

3. Officers who request to use CTO must find a replacement officer willing to work his/her shift if the request will take the shift below minimum staffing as outlined in the Police Department Policy. The Watch Commander shall also be notified of such as part of the written request to use CTO.

4. An officer requesting to use CTO who is unable to do so because he/she cannot find a replacement for a period of one year, after the request is made, will be cashed out of the CTO he/she requested. Although the parties do not expect this will ever happen, this provision is included in the agreement to comply with the requirements of the FLSA.

5. Notwithstanding paragraphs 2 and 3 above, if an officer requests to use CTO on New Year's Eve, Easter, Halloween, Christmas Eve and on any official City Holiday as designated by the City Council the officer must find and identify the replacement officer to work his/her shift if he/she wants to use CTO even if the shift is above minimum staffing.

6. Notwithstanding all of the foregoing, the association and the City acknowledge that there may be times when during the shift an employee may request to use comp time for the remainder of the shift. Such requests will be approved at the discretion of the Chief of Police or his/her de signee providing staffing levels are appropriate and the employee's CTO does not result in an unduly disruption to the department's operation.

7. The Fair Labor Standards Act (FLSA) and its regulations provide that request to use CTO shall be granted if made with reasonable notice to the employer and if not" unduly disruptive" to the agency's operations. If the association believes that it has become a practice of the Department to deny CTO to avoid payment of overtime it has the right to require that the Department meet and confer to discuss the practice.

ARTICLE 22- SPECIAL ASSIGNMENT PAY

Police Officers will receive Special Assignment Pay in the amount of five percent (5%) of base salary when assigned to the following special details: Impact Officers, Canine Officers, Motorcycle Officers, Narcotics Officers, School Resource Officers, and Detective Lead. Field Training Officers (FTO's) will receive Special Assignment Pay in the amount of five percent (5%) of base salary when assigned as a FTO and only while serving in that capacity.

One (1) Canine Officer will receive Special Assignment Pay in the amount of two and half percent (2.5%) of base salary when assigned to the position of Lead Canine Officer. This Special Assignment Pay is not applicable to employees in the position of Corporal.

Upland Police Officers’ Association 7/1/22 – 6/30/23 11 The City may designate up to ten (10) FTO's to receive a five percent (5%) increase of base salary on an on-going basis. Employees will be assigned to be FTO's as determined by the Chief of Police to ensure optimal departmental operations and an FTO on each shift.

All special assignments are assigned by the Chief of Police and are subject to shift and regularly scheduled days of being adjusted/changed based on operational necessity due to any critical incident, special event, natural/man-made disaster, protest, crime pattern or any other incident deemed necessary to protect public safety and the health and welfare of the City. The Chief of Police will determine the length of time for each speci al assignment and may discontinue the assignment at any time.

ARTICLE 23 - UNIFORM ALLOWANCE

Employees in the unit receive a uniform allowance in the amount of one thousand dollars ($1,000) per fiscal year for the purchase, maintenance, and cleaning of uniforms after completion of twelve (12) months of employment. Uniforms will be provided at the time of appointment.

Effective July 1, 2022, the City agrees to pay the uniform maintenance allowance of thirty -eight dollars and forty-six cents ($38.46) per pay period, which is equivalent to one thousand dollars ($1,000) per fiscal year. Such payment shall be prorated for employees not working the full year.

For PERS Classic Safety employees, the City shall report to CalPERS the monetary value of uniforms in the amount of thirty-eight dollars and forty-six cents ($38.46) per pay period.

The reported value of uniforms is intended to reflect clothing such as pa nts, shirts, jackets, and related attire.

ARTICLE 24 - SICK LEAVE

Employees in the unit earn sick leave at the rate of eight (8) hours per month, up to a maximum accrual of 1250 hours. No sick leave may be granted during the first thirty (30) days of employment with the City.

Annually employees in the unit may request to convert a maximum of twenty (20) hours of sick leave to compensation if they have used less than forty (40) hours of sick between January 1st and December 31st of the prior calendar year.

Any employee who elects to covert accrued sick leave to compensation as provided for herein shall be limited to a maximum of twenty (20) hours per fiscal year of accrued sick leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any sick leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1st of the calendar year prior to the end of the calendar year in which the employee wishes to

Upland Police Officers’ Association 7/1/22 – 6/30/23 12 covert such sick leave.
• All sick leave conversion requests are irrevocable and cannot be changed or amen ded unless rescinded and received in writing by Human Resources no later than December 1 st of the calendar year prior to the conversion.
• Employees who do not meet the requirement of using less than forty (40) hours of sick leave between January 1st and December 31st of the prior calendar year will not be eligible for the sick leave conversion.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for sick leave converted to cash for that calendar year. • Payments for accrued sick leave conversion to cash shall be made by separate check two (2) times a year (first pay period in June and first pay period in December).

ARTICLE 25 - VACATION

Vacation shall accrue for employees in the unit based on the following schedule:

01 – 02 Years of service 96 Hours per year
03 – 05 Years of service 120 Hours per year
06 – 10 Years of service 152 Hours per year
11 – 13 Years of service 160 Hours per year
14 – 16 Years of service 168 Hours per year
17 + Years of service One additional day (8 hours) per year, up to a maximum of 176 hours per year

All employees may accrue vacation up to a maximum of three (3) years of entitlement.

In December of every year, employees may be paid cash in lieu of unused vacation for up to forty (40) hours of vacation if they have used at least forty (40) hours of vacation between January 1 st and December 31st of the prior year.

Any employee who elects to convert accrued vacation leave to compensation as provided for herein shall be limited to a maximum of forty (40) hours per fiscal year of accrued vacation leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any vacation leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1st of the calendar year prior to the end of the calendar year in which the employee wishes to convert such vacation leave.
• All vacation leave conversion requests are irrevocable and cannot be changed or a mended unless rescinded and received in writing by Human Resources no later than December 1 st of the calendar year prior to the conversion.
• Employees who do not meet the requirement of using forty (40) hours of vacation leave between January 1st and December 31st of the prior calendar year will not be eligible for vacation buyback.

Upland Police Officers’ Association 7/1/22 – 6/30/23 13 • Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for vacation leave converted to cash for that calendar year. • Payments for accrued vacation leave conversion to cash shall be made by separate check two (2) times a year (first pay period in June and first pay period in December).

ARTICLE 26 - BEREAVEMENT LEAVE

Employees may take up to 30 hours annually (January 1 through December 31) with pay in the event of a death of the following: mother, father, grandfather, grandmother, brother, sister, spouse, domestic partner, child, grandchild, and employee spouse's or domestic partner's father, mother, grandfather, grandmother, brother, sister and any relative who has resided with the employee for at least one year. Adoptive relatives and step relatives shall count the same as relatives by birth.

Notification of need for such leave must comply with the City's Adm inistrative Policy on Sick Leave.

Members may also take up to four hours per year to attend funeral services in the City of Upland for situations other than the above with Department Head approval.

ARTICLE 27 - BREAK AND MEAL PERIODS

Patrol Division will receive one 45-minute meal break and two 15-minute breaks (workload permitting) during their full shift. Although officers are subject to calls during the entire break, every effort will be made not to interfere with their meal break.

Emergency calls will be handled immediately by any unit available. If no unit is available, the officer will be called away from their break to respond.

ARTICLE 28 - NO STRIKE PROVISION

The Association agrees that it shall not authorize, instigate, aid, condone, or engage in any strike which will interrupt or interfere with the operation of the City. The City places the Association on notice of its intention and right to terminate any employee who instigates or engages in any strike or work stoppage which interrupts or interferes with the operation of the City.

ARTICLE 29 - DISCIPLINE AND PERSONNEL FILES

Discipline:

The disciplinary appeal process shall culminate in an arbitration, using a mutually selected arbitrator from the State Mediation and Conciliations Service experienced in police disciplinary cases. The arbitrator's decision in suspension, demotion and termination cases shall be final and binding.

Personnel File:

Pursuant to the side letter agreement dated July 30, 2001, where the officer has not repeated similar

Upland Police Officers’ Association 7/1/22 – 6/30/23 14 misconduct, unit members shall have removed from his/her personnel file any internally generated and citizen generated disciplinary action at the (5) five year anniversary of the discipline.

Documents, pertaining to an "Internal Investigation" not sustained and Traffic Accidents contained in the official personnel file may be removed after four (4) years.

The request to remove documentation for repeated similar misconduct shall be in writing, shall state the basis for the request, and be determine by the Police Chief's discretion to remove the documentation. A decision not to remove a document which is more than five years old is not subject to the grievance procedures and is not subject to challenge by an employee.

Employees in the unit wishing to inspect his/her personnel file may do so by contacting the Human Resources Department
ARTICLE 30 - WORK SCHEDULE

Effective January 21, 2001, the parties agree to convert the 4/10 work schedule to a combination of a 4/10 and 3/12.5 work schedule. The new work schedule will include the following elements:

A. There are six shifts to select from. The 4/10 shift will have a day shift/swing shift and night shift. The 3/12.5 shift will have a day shift/night shift and a cover shift.

Exhibit A attached hereto shows each of the shifts. Bargaining unit members working the 3/12.5 shift shall be required to work the following work shift: during a 28-day work period (which is permissible pursuant to Section 207(k) of the Fair Labor Standards Act), bargaining unit members would work twelve 12.5 hour shifts and one 10 hour shift for a total of 160 hours. The twelve 12.5 hour shifts shall be worked three consecutive days per seven day period and the 10 hour shift shall be worked on the day either before or after the three consecutive days. As such, in the workweek when the 10 hour day is worked, the bargaining unit member will work four days in a row.

B. The 10 hour shift would be scheduled at the discretion of the shift's Watch Commander (ultimately at the discretion of the Chief of Police) as follows: when bargaining unit members sign up for their 3/12.5 shift for six months in advance, the Watch Commander shall choose a particula r day (e.g., the third Monday or second Friday) which will be the 10 hour workday for the entire six month period.

The Watch Commander shall note the particular day he has selected for the 10 hour workday on the sign up sheet in advance of it being circulated.

C. A 28 day work period (pursuant to Section 7(k) of the FLSA) will be in effect for all sworn police employees of the City. However, notwithstanding the FLSA work period, all sworn personnel shall have wages computed each pay period. Payment of regular wages and overtime (i.e., for work in excess of the regularly assigned shift) shall be made to sworn personnel on each bi -weekly payday. Sworn police personnel shall be compensated with overtime for all hours worked in excess of their regularly assigned shift. Hours worked shall include all time when an employee is necessarily required to be on the employer's premises on duty or at a prescribed work place. Even though paid leave does not count as hours worked

Upland Police Officers’ Association 7/1/22 – 6/30/23 15 pursuant to the FLSA, paid va cation, sick leave and compensatory time off shall count as hours worked for overtime purposes to this Agreement.

D. All bargaining unit members working a 3/12.5 work schedule shall work a 12 ½ hour shift.

E. All bargaining unit members working the 3/12.5 or 4/10 work schedules shall be allowed a paid 45 minute lunch break.

F. Bargaining unit members shall sign up by seniority, unrestricted; 2) bargaining unit members assigned to special assignments, i.e., Detective Bureau, Special Services, Administration and Training assignments, shall generally work from 7:00 a.m. to 5:00 p.m. Monday through Thursday or Tuesday through Friday. Actual shifts to be determined by Chief subject to operational need.

G. Notwithstanding the foregoing, if the Chief of Police determines that a need exists to move a bargaining unit member from one plan to another (from 3/12.5 shift to a 4/10 shift or vice versa) or from one shift to another (e.g., day shift to swing shift) to meet minimum staffing and/or emergency needs, he will do the following: 1) He will first post 10 days prior to the need to modify a unit member's work plan or shift a volunteer sign-up sheet asking for individuals who wish to volunteer to have their work plan or shift modified from their current plan or shift to the opposite work plan or another shift; 2) if he does not receive a volunteer(s), he will modify the work plan or shift of the least senior unit member who is working the work plan or shift from which the Chief needs to move a unit member(s) by moving that individual(s) to the opposite work plan or another shift to meet department needs (i.e., moving the unit member's work plan from a 3/12.5 to a 4/10 or vice versa or moving the unit member's work shift to another work shift).

ARTICLE 31 - PREVAILING BENEFITS

Except as provided herein, all wages, hours and other terms and conditions of employment presently enjoyed by employees in the unit shall remain in full force and effect during the term of this M.O.U., unless mutually agreed to by both parties.

ARTICLE 32 - SAVINGS CLAUSE

Should any provision of this agreement or the application of such provision be rendered or declared invalid by any court action or by reason of any existing or subsequently enacted legislation, the City and Association shall meet and confer immediately upon what constitutes an equivalent benefit to that which was determined to be unlawful. Such equivalent benefit will be implemented retroactive to the date the ol d benefit ceased. The remaining parts or portions of the Agreement shall remain in full force and effect.

Upland Police Officers’ Association 7/1/22 – 6/30/23 16 ACTICLE 33 - PREVENTATIVE HEALTH

Effective July 1, 2019, employees in the unit may be reimbursed up to $180 annually for the purchase of items, classes, memberships, or programs which contribute to physical fitness. This reimbursement shall be made in June of each year. Items which will be considered acceptable for reimbursement are defined in the City's policy on Preventative Health Benefits.

Upland Police Officers’ Association 7/1/22 – 6/30/23 17 CITY OF UPLAND

______________________________________
Michael Blay, City Manager

__________________
Date

______________________________________
Stephen Parker, Assistant City Manager

__________________
Date

______________________________________
Theresa Doyle, Human Resources/Risk Manager

__________________
Date

UPLAND POLICE OFFICERS ASSOCIATION

______________________________________
Chris Delaney, UPOA President

__________________
Date

______________________________________
Andres Garcia, UPOA Vice President

__________________
Date

Upland Police Officers’ Association 7/1/22 – 6/30/23 18 APPENDIX A

Classes included in the Upland Police Officers’ Association Unit:

Grade Classification Title

6363 Police Corporal

6363 Police Detective

6339 Police Officer

Upland Police Officers’ Association 7/1/22 – 6/30/23 19 APPENDIX B

Please note, the July 1, 2022 salary schedule includes a 2.5% COLA and 2.5% Equity.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA ADOPTING A MEMORANDUM OF

UNDERSTANDING WITH THE UPLAND POLICE

MANAGEMENT ASSOCIATION

WHEREAS, it is the policy of the City of Upland to compensate its employees in a fair and equitable manner for their efficient and faithful service; and

WHEREAS, the City opened negotiations with the duly authorized representatives of the Upland Police Management Association and have reached Agreement to amend the current Memorandum of Understanding through June 30, 2023.

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

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

Section 2. The City Council hereby approves the Memorandum of Understanding between the City of Upland and the Upland Police Management Association, attached hereto, and authorizes the City Manager, Assistant City Manager, and Human Resources/Risk Manager to execute the Memorandum of Understanding.

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

Section 4. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

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

PASSED, APPROVED and ADOPTED this 13th day of June, 2022.

Bill Velto, Mayor

Resolution No.

Page

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 13th day of June, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

MEMORANDUM OF UNDERSTANDING (MOU )

BETWEEN

THE CITY OF UPLAND

AND

THE UPLAND POLICE MANAGEMENT ASSOCIATION

July 1, 201722 to June 30, 20223

Upland Police Management Association 7/1/201722 – 6/30/20232

TABLE OF CONTENTS

ARTICLE 1 - TERM OF AGREEMENT .......................................................................4 ARTICLE 2 – PREAMBLE ..............................................................................................4 ARTICLE 3 – RECOGNITION .......................................................................................4 ARTICLE 4 - MANAGEMENT RIGHTS ......................................................................4 ARTICLE 5 – SALARIES ................................................................................................5 ARTICLE 6 – RETIREMENT .....................................................................................655 ARTICLE 7 - DEFERRED COMPENSATION .............................................................7 ARTICLE 8 – HEALTH INSURANCE – CAFETERIA PLAN ...................................7 ARTICLE 9 – RETIREE HEALTH INSURANCE REIMBURSEMENT ..............998 ARTICLE 10 – RETIREE HEALTH SAVINGS ACCOUNTS ....................................9 ARTICLE 11 – PREVENTATIVE HEALTH BENEFIT ............................................10 ARTICLE 12 – LIFE INSURANCE ..............................................................................10 ARTICLE 13 – BILINGUAL PAY ........................................................................101010 ARTICLE 14 – COURT STANDBY PAY.............................................................111110 ARTICLE 15 – HOLIDAY PAY ............................................................................111110 ARTICLE 16 - LONGEVITY PAY .......................................................................121211 ARTICLE 17 – EDUCATION INCENTIVE AND POST CERTIFICATE PAY121211 ARTICLE 18 - TUITION REIMBURSEMENT ..........................................................12 ARTICLE 189 - MERITORIOUS PAY ................................................................131312 ARTICLE 1920 - OVERTIME PAY......................................................................141413 ARTICLE 210 – COMPENSATORY TIME OFF ...............................................141413 ARTICLE 221 - UNIFORM ALLOWANCE ........................................................151413 ARTICLE 232 - SICK LEAVE ..............................................................................151513 ARTICLE 243 - VACATION .................................................................................161514 ARTICLE 254 – VACATION BUYBACK ...........................................................161614 ARTICLE 265 - BEREAVEMENT LEAVE .........................................................171714 ARTICLE 276 - EXECUTIVE LEAVE ................................................................171715 ARTICLE 288 – NO STRIKE PROVISIONDISCIPLINE AND PERSONNEL FILES ........................................................................................................................181715

Upland Police Management Association 7/1/201722 – 6/30/20232

3 ARTICLE 29 - DISCIPLINE AND PERSONNEL FILES ..........................................17 ARTICLE 2930 – WORK SCHEDULE ................................................................181815 ARTICLE 3031 - PREVAILING BENEFITS .......................................................191917 ARTICLE 3132 – SAVINGS CLAUSE .................................................................191917

Upland Police Management Association 7/1/201722 – 6/30/20232

4 MEMORANDUM OF UNDERSTANDING

BETWEEN

THE CITY OF UPLAND
AND

THE UPLAND POLICE MANAGEMENT ASSOCIATION
July 1, 201722 – JUNE 30, 20223

ARTICLE 1 - TERM OF AGREEMENT

Except where expressly stated otherwise herein, the City and Association agree that the provisions of this Memorandum of Understanding (MOU) shall be effective on July 1, 201722, and shall expire on June 30, 20223.

ARTICLE 2 – PREAMBLE

It is the intent and purpose of this MOU to set forth the understanding of the parties reached as a result of meeting and conferring in good faith regarding, but not limited to, matters relating to the wages, hours, and terms and conditions of employment between the City of Upland (hereinafter referred to as “City”) and the Upland Police Management Association (hereinafter referred to “Association”).

ARTICLE 3 – RECOGNITION

In 2015, the Upland Police Captains Association petitioned to join the Upland Police Management Association. The petition was approved by the Employee Relations Officer per the procedures outlined in the City’s Employer–Employee Relations Resolution. The Association is the recognized employee organization for the personnel employed in the Police Department occupying the classifications of Police Sergeant, Police Lieutenant, and Police Captain.

ARTICLE 4 - MANAGEMENT RIGHTS

The City retains all management rights not explicitly and expressly relinquished by the City in this Agreement. Such rights shall include, but not limited to:

A. Decisions involving City policy,
B. The level and type of City services,
C. The merit, necessity and/or organization of the police service, D. Matters of public safety and similar management decisions, E. Determining the procedures and standards of selection for employment and promotion, F. Directing employees, taking disciplinary action, and relieving employees from duty because of lack of work or other legitimate reasons,
G. Managing the efficiency of work

Upland Police Management Association 7/1/201722 – 6/30/20232

5 H. Maintaining the efficiency of governmental operations determine the methods, means, and personnel by which government operations are to be conducted I. Determining the content of job classifications
J. Taking all necessary actions to carry out the mission in emergencies K. Exercising the complete control and discretion over its organization and the technology used in performing work

The City’s exercise of any management right is not subject to meeting and conferring except as to the impact such exercise has on matters within the scope of representation, as defined by applicable law.

ARTICLE 5 – SALARIES

1. Effective the first full pay period following MOU ratification by UPMA and Approval by the City Council the City shall issue: the pay period beginning July 1, 2022, following MOU ratification by UPMA and City Council approval, all employees in this unit shall receive:
a. a one-time lump sum distribution for each employee currently working for the City and also employed by the City on July 1, 2017 of 1% (one percent) of their annual base salary as of July 1, 2017. The parties agree that the one-time distribution shall not be credible for CalPERS retirement.a two and one half percent (2.5%) COLA increase in base salary b. a one-time lump sum distribution for each employee currently working for the City and also employed by the City on July 1, 2018 of 1% (one percent) of their annual base salary as of July 1, 2018. The parties agree that the one-time distribution shall not be credible for CalPERS retirement.an equity increase of two and one half percent (2.5%) in base salary.

2. Effective the pay period beginning August 11, 2019, following MOU ratification by UPMA and City Council approval, all employees in this unit shall receive a 4% COLA increase in base salary.Effective the pay period beginning January 1, 2023, all employees in this unit shall receive an equity increase of two and one half percent (2.5%) in base salary.

2.3. The City will issue a one-time payment for Essential Worker Premium Pay of up to seventy-five hundred dollars ($7,500) to each employee who has been actively employed by the City during the time period of April 1, 2020 through March 31, 2021 and remains currently employed as of the scheduled payment date. The payment will be made in a separate check issued on the week following the first pay period in FY 2022/2023. The parties agree that the one-time distribution shall not be pensionable.

3. Effective June 28, 2020, all employees in this unit shall receive a 2% COLA increase in base salary.

Upland Police Management Association 7/1/201722 – 6/30/20232

6 4. Effective June 27, 2021, all employees in this unit shall receive a 2% COLA increase in base salary.

ARTICLE 6 – RETIREMENT

A. Classic Employees – The City of Upland provides its Police Sergeants, Lieutenants and Captains with membership in the California Public Employees’ Retirement System (CalPERS), 3% @ 55 retirement formula.

Effective January 1, 2016, “Classic” employees defined by the Pension Reform Act of 2013 will pay the nine percent (9%) CalPERS employee/member contribution and an additional one and one-half percent (1.5%) “cost sharing” pension contribution. Total employee/member contribution to be ten and one-half percent (10.5%). This cost sharing pension contribution shall be implemented outside of a CalPERS contract amendment as authorized by Government Code Section 20516(f), and shall extend beyond the expiration of this MOU.

Effective the first full pay period following July 1, 2016, “Classic” employees defined by the Pension Reform Act of 2013 will pay the nine percent (9%) CalPERS employee/member contribution and an additional three percent (3%) “cost sharing” pension contribution. Total employee/member contribution to be twelve percent (12%). This cost sharing pension contribution shall be implemented outside of a CalPERS contract amendment as authorized by Government Code Section 20516(f), and shall extend beyond the expiration of this MOU.

The parties acknowledge that CalPERS mandates an election of unit members, separate from ratification of this MOU, to provide for this cost sharing pursuant to Government Code Section 20516. As soon as practicable after the effective date of this MOU, the City will initiate the contract amendment process. Upon approval and agreement from the bargaining unit and completion of the City’s amendment to the CalPERS contract, employee “cost sharing” contributions will be made pursuant to Government Code Section 20516, Employee Cost Sharing of Additional Benefits.

The City contracts with CalPERS for the Single Highest Year Option for all employees who are not defined as “new members” pursuant to the Pension Reform Act of 2013 and the 1959 Survivor Benefit, 3rd level for all members of the bargaining unit. There is an employee cost of $2.00 per month for the 1959 Survivor Benefit. The agreement between the City and CalPERS allows for the buy-back of time served by the employee in the Military as defined under PERS Regulation, Section 21024.

The City, at the Police Chief’s discretion, and in accordance with the law, will allow police officers who voluntarily retire from City service and who are at least 50 years of age at the time of retirement to be rehired as a contract service worker (CSW -Retiree) in his/her previous position for a period not to exceed 960 hours in the fiscal year of retirement and for

Upland Police Management Association 7/1/201722 – 6/30/20232

7 an additional 960 hours in the fiscal year following retirement. The CSW-Retiree will be paid at the hourly rate earned and hold the same rank as on the last full day of employment. CSW - Retirees will receive one-third of the Cafeteria amount provided full-time officers and the same uniform allowance as received by full-time officers. CSW-Retirees are employed on an at-will basis and shall not be eligible for any layoff benefits. All applicable PERS regulations and statutes regarding the employment of retirees shall apply.

B. Pension Reform Act of 2013 –

1) The parties agree that the provisions of AB 340 (The California Pension Reform Act of 2013) went into effect on January 1, 2013. In addition, if there is any other clean up or other retirement legislation which goes into effect during this MOU and if there are provisions of that legislation which, by law automatically goes into effect, it shall do so.

Either party may request to negotiate over the impact of such sub sequent legislation.

2) Two Tier Retirement: Pursuant to the Act, for “new members” (as defined by the Act) who are employees hired after January 1, 2013, they will be hired pursuant to the 2.7% @ 57 retirement formula.

3) For “new members” (as defined by the Act) who are employees hired after January 1, 2013, final compensation will be based on the highest annual average compensation earnable during the three consecutive years of employment immediately preceding the effective date of his or her retirement.

4) Employee Paid Retirement Contribution - For employees defined as “new members” by the Act hired after January 1, 2013, they shall pay the higher of the classic member contribution or one half of the total normal cost rate as defined by the Act as their employee retirement contribution.

ARTICLE 7 - DEFERRED COMPENSATION

Effective July 1, 2022, Tthe City agrees to contributes fiveseven percent (57%) of base monthly salary to the City’s deferred compensation plan on behalf of each employee in the unit. Effective September 1, 2019, the City agrees to pay an additional $100.00 per month in deferred compensation on behalf of each unit member.

ARTICLE 8 – HEALTH INSURANCE – CAFETERIA PLAN

A. Cafeteria Plan - In accordance with "The City of Upland Cafeteria Plan", the city provides a 125 Flexible Benefit Plan ("the Plan"). The regular and intended effect of the Plan, under current law, is to enable employees to receive benefits which may not be subject to either State or Federal income tax.

Upland Police Management Association 7/1/201722 – 6/30/20232

8 The details of Plan eligibility and operational requirements are set forth in the Plan documents.

Once enrolled in a cafeteria distribution plan, employees will only be permitted to modify the plan on the same basis as changes are permitted in health insurance plans, that is, during open enrollment periods and when the employee's dependent status changes.

1. The city shall make a monthly contribution as set forth below to each eligible member of the unit to be used toward the Section 125 Cafeteria Plan. These funds shall only be used for qualified benefits as provided for in IRC Section 125.

2. All employees must enroll in one of the health program plans unless they submit to the city proof of comparable health coverage.

3. Employees who fail to complete this requirement will be enrolled in the lowest cost health insurance plan the city offers.

4. Employees who meet the requirement shall be allowed to utilize their Section 125 Flexible Benefit Plan contributions for any of the other qualified benefits as provided for in IRC Section 125.

B. City Section 125 Benefit Contribution– the City will make available to each covered employee a monthly amount for benefits, as specified in this MOU.

Employees hired prior to January 1, 2016 will receive the maximum benefits contribution allocation:
a. Effective Januaruly 1, 201722 - $1,500267.00
b. Effective January 1, 2020 - $1,300

Employees hired on or after January 1, 2016 the City will receive the contribute the following contributions to the plan to a maximum of $1,267.00 effective January 1, 2017, upon ratification by UPMA and City Council approval, $1,300.00 effective January 1, 2020 and thereafter:

• Employee Only 100% of lowest cothe amount
to cover the lowest cost plans
for health, dental, and vision
(Kaiser HSA excluded)

• Employee plus one 100% of the amount to cover
the lowest cost plans for
health, dental, and vision
(Kaiser HSA excluded)100% of
lowest cost plans for health,
dental, vision

• Family 100% of lowest cost plans for
health, dental, visionThe
maximum benefit of $1,500

Upland Police Management Association 7/1/201722 – 6/30/20232

9 The employee must pay the difference between the City’s contribution and the actual premium of the plan selected, if any. The City reserves the right to change medical carriers. In the event of a change, the city agrees to meet and confer over the impact of the decision.

ExemptAll employees in the unit may transfer unused Cafeteria Plan funds to the Deferred Compensation 457 Plan. No cash-in-lieu will be allowed effective January 1, 2020.

Employees in the unit who elect a medical HSA (Health Savings Account) may transfer unused Cafeteria Plan funds up to the maximum amount allowed by IRS guidelines.

Employees who waive medical coverage, dental coverage, and/or vision coverage may elect to put up to the maximum annual amount of five hundred dollars ($500) per Section 125 guidelines in their Flexible Spending Account (FSA).

No cash-in-lieu will be allowed effective January 1, 2020..

ARTICLE 9 – RETIREE HEALTH INSURANCE REIMBURSEMENT

The City will provide retiree health insurance reimbursement in accordance with the following schedule for employees who retire from the City, have health insurance and are paying a premium which exceeds these amounts. An additional $45 per month allowance is provided for a spouse if the spouse is covered under the employees insurance.

10 - 14 years of service $ 72.57 per month
15 - 19 years of service $ 96.81 per month
20 - 24 years of service $121.05 per month
25 + years of service $145.14 per month
The provisions of this article above shall only apply to bargaining unit members hired on or before March 31, 2016.

ARTICLE 10 – RETIREE HEALTH SAVINGS ACCOUNTS

Effective January 1, 2007, Retirement Health Savings (RHS) accounts currently established through ICMA which will be payable to the employee only upon service or disability retirement with the City of Upland. City contributions to the RHS accounts will be based upon years of service in accordance with the following schedule:

Years of Service Monthly City Contribution Yearly City Contribution 5 to 9.99 $12.50 $150.00

Upland Police Management Association 7/1/201722 – 6/30/20232

10 10 to 14.99 $25.00 $300.00
15 to 19.99 $50.00 $600.00
20 to 24.99 $75.00 $900.00
25 + $100.00 $1,200.00

Upon retirement, all UPMA members shall convert 50% of accrued sick leave, 100% of accrued vacation and 100% of compensatory time to cash and deposit into their Retiree Health Savings Account on a tax deferred basis (in accordance with IRS guidelines). Therefore the current options of cashing out half of accrued sick leave or using Personal Leave (½ of accrued sick leave) at retirement will no longer be allowable.

Retirees are eligible to continue their medical, dental and vision coverage with the City of Upland until they reach Medicare Eligible Age, at which time they will be required to enroll in a non-City sponsored Medicare plan. The retiree may choose to remain on the City’s Dental and Vision plan.

All post-retirement Medical, Dental and Vision benefits will be paid by the retiree.

If the retiree should become deceased while an eligible surviving spouse is enrolled in coverage, the surviving spouse may continue their Medical, Dental and/or Vision coverage with the City at their own expense. The Surviving Spouse will not be eligible for the Retiree Health Insurance Reimbursement allowance.

This Article does not apply to unit members hired after the effective date of this agreement. The City will not make any contributions for new hires under this Article.

The City shall have the ability to change providers through an RFP process.

ARTICLE 11 – PREVENTATIVE HEALTH BENEFIT

Beginning FY2019-2020, employees in the unit may be reimbursed up to $180 annually for the purchase of items or participation considered acceptable as defined in the City’s Preventative Health Benefits policy. This reimbursement shall be made in June of each year . Other use may be approved by the City Manager.
.

ARTICLE 12 – LIFE INSURANCE

The City provides Association members with group life insurance in an amount equal to one times (1x) their annual salary.

ARTICLE 13 – BILINGUAL PAY

Upland Police Management Association 7/1/201722 – 6/30/20232

11 For employees who have been receiving bilingual pay prior to June 30, 2022, and have successfully completed a fluency examination, the City will continue to provide compensation in the amount of two and one half percent (2.5%) of base salary. The City will provide compensation in the amount of 2.5% of base salary for Police Captains, Sergeants and Lieutenants in the unit who as part of their job function and regular duties, and who have successfully completed a fluency examination administered by the Human Resources/Risk Management Office.

Bilingual pay will be for employees who speak Spanish or who speak any other language designated per the Chief of Police as critical to the functions of the Police Department.

When the skill is no longer needed or the employee is no longer required to use it or ceases to posses it, the Chief of Police shall terminate the bilingual compensation by written notice to the Human Resources/Risk Management Office.

ARTICLE 14 – COURT STANDBY PAY

Police Sergeant and Lieutenants who are placed on court standby will be compensated 2.5 hours at the rate of one and one-half (1.5) their regular pay.

Court standby compensation is intended for staff who are off-duty, and shall not apply to members responding to court within one hour before a regularly scheduled work shift (i.e. as discussed by the parties for example, this includes members who are called to court at 8:00 a.m. on a day they are already regularly scheduled to report to work at 9:00 a.m.)

Employees who were not placed on court standby but have been called to court during their off- duty time will receive a minimum of three hours compensation at the rate of one and one half (1.5) their regular rate of pay. However, members who were not placed on court standby but are called to court on a regularly scheduled work day before their shift begins (i.e., members who are called to court at 8:00 a.m. on a day they are already scheduled to report to work at 9:00 a.m.) are only entitled to one hour of court call back pay. Employees in the unit who have been called to court from their off duty time will receive a minimum of three hours compensation at time and one half (1 ½).

If employees who have been called to court from their off duty time are required to return to court in the afternoon after the lunch break, the employee may be reimbursed for lunch up to $10.00, if a receipt for lunch is provided.

ARTICLE 15 – HOLIDAY PAY

All Police Sergeants and Lieutenants covered by this MOU shall be compensated in cash for City designated holidays at the rate of 4.61 hours pay per pay period.

All Police Captains shall observe the following holidays, established by Resolution of the City Council:

Upland Police Management Association 7/1/201722 – 6/30/20232

12 New Year’s Day (January 1)
Martin Luther King Day (Third Monday in January)
President’s Day (Third Monday in February)
Memorial Day (Last Monday in May)
Independence Day (July 4)
Labor Day (First Monday in September)
Thanksgiving Day (Fourth Thursday in November)
Friday after Thanksgiving Day (The Day After the Fourth Thursday in November) Christmas Day (December 25)

All holidays shall be 10 hours unless otherwise noted.

If the holiday falls on a Friday or Saturday, Thursday shall be designated as the holiday and if the holiday falls on Sunday, Monday shall be designated as the holiday.

Police Captains shall receive 32 hours of Floating Holiday annually. Floating holiday hours must be used during the calendar year or they will be removed from the books on December 31st of each year.

ARTICLE 16 - LONGEVITY PAY

Effective July 1, 2022:

Employees in the unit with ten (10) years or more of continuous City service will receive a two and one half percent (2.5%) increase in base salary, effective January 1, 2016.

Employees in the unit with fifteen (15) years or more of continuous City service will receive a two and one half percent (25.5%) increase in base salary.

Employees in the unit with twenty (20) years or more of continuous City service will receive an additional two and one half percent (2.5%) increase in base salary, for a total of five percent (5%)seven and half percent (7.5%) longevity pay.

ARTICLE 17 – EDUCATION INCENTIVE AND POST CERTIFICATE PAY

A. Police Sergeants, and Lieutenants and Captains –

Employees receiving Education Incentive Pay based on Equivalent college units for an Associate’s Degree or Bachelor’s Degree prior to July 1, 2022, will continue to receive Educational Incentive compensation. Any unit members hired or promoted after July 1,2022, will receive Education Incentive Pay as outlined below.

Upland Police Management Association 7/1/201722 – 6/30/20232

13 1) Education Incentive Pay in the following amounts, effective January July 1, 200622:

Two and one half percent (2.5%) of base salary for an Associate’s Degree (or equiv. college units)
OR
Five percent (5%) of base salary for a Bachelors Degree (or equiv. college units).

OR
Seven and one half percent (7.5%) of base salary for a Graduate Degree (including Master’s, Juris Doctorate, Doctorate)

2) POST Certificate Pay in the following amounts, effective Januaruly 1, 200622:

Two and one half percent (2.5%) of base salary for an Intermediate POST Certificate OR
Five percent (5%) of base salary for an Advanced POST Certificate.

Eligible Police Sergeants and Lieutenants may only receive one payment amount within each category of Incentive Pay, to a maximum allowable of tentwelve and one half percent (102.5%) of base salary.

Educational Incentive and POST Certificate Pay will take effect when employees in the unit reach Step D in the salary schedule. However, upon promotion from Detective to Sergeant, those receiving Educational Incentive and/or POST Certificate Pay shall maintain the benefit at the same compensation level.

Those employees who were receiving educational incentive and POST certificate pay prior to June 30, 1985 will continue to receive the same compensation and will not be affected by this change.

B. Police Captains –

1) Eligible Police Captains will receive a 2.5% increase in base salary for a POST Management certificate.

2) Effective 1/1/09, Police Captains will receive a 2.5% increase in base salary for a Bachelor’s Degree OR a 5% increase in base salary for a Master’s Degree.

Eligible employees may only receive one payment amount within each category of Incentive Pay, to a maximum allowable of 7.5 percent (7.5%) of base salary.

ARTICLE 18 – TUITION REIMBURSEMENT

The City agrees to reimburse employees up to thirty fivethirty-five hundred dollars ($3,500) per employee, per fiscal year, as long as funds are available, for the costs for tuition and textbooks

Upland Police Management Association 7/1/201722 – 6/30/20232

14 incurred for job-related education. Such expenditure must enhance the furtherance of the City’s work or continuing educational goals.

Eligibility for reimbursement is contingent upon an approved course or seminar, completed with, where applicable, a grade “C” or better or “pass” when taken on a pass/fail basis. Approval for reimbursement must be submitted first to the Department Head prior to the employee enrolling in the class or purchasing textbooks and related materials. Upon successful completion of the course(s) the employee must submit a request for reimbursement to Finance Division for processing.

Time spent toward educational or area development shall not be con sidered as time actually worked and should not occur during regular work hours.

ARTICLE 189 - MERITORIOUS PAY

It is recognized that certain employees will put forth the extraordinary efforts and produce outstanding results for the City. It is desired to reward these individuals. An incentive pay method has been established to encourage all employees to utilize fully their capabilities on behalf of the City. Employees recommended by their department heads and approved by the City Manager may be granted a five percent (5%) increase in salary for period of (3) three months, six (6) months, or (1) one year. Department Head recommendations will be submitted to the City Manager’s Office for review and approval. annually on May 1. Payment of meritorious pay will be made in a lump sum annually on the first regularly scheduled pay day after approval form the City Manager. payday in June. Recommendations will contain supporting documentation justifying the reasons for the paythe information required in Exhibit F of the Compensation Plan..

Any Police Sergeant, Lieutenant, or Captain who uses twenty-four 24 hours or less of sick time leave in the period from December 1st through November 30th, and has at some time during that period accrued 1000 hours of sick leave, and has between nine hundred and fifty-two (952) and one thousand (1000) hours of accrued sick leave as of December 1st will receive $2500 ($500 effective 1/1/08). Computations will be made and payment will be in the form of a lump sum payable on the first payday in December of each year. Such payment will only be made to persons actually in the employ of the City on the date of payment.

ARTICLE 1920 - OVERTIME PAY

Police Sergeants and Lieutenants shall receive overtime at the rate of one and one-half (1 ½) times their regular rate of pay for time worked in excess of 40 hours in a 7 day work period. Paid vacation and sick leave and compensatory time off during a work period are counted as hours worked for overtime purposes.

Police Captains are exempt from the FLSA and are not eligible for overtime compensation.

ARTICLE 210 – COMPENSATORY TIME OFF

Upland Police Management Association 7/1/201722 – 6/30/20232

15 Police Sergeants and Lieutenants may not accrue more than twothree hundred forty (243000) hours of compensatory time off. Employees in this unit may convert twentyforty (240) hours of vacation into non-FLSA compensatory time off annually.

Police Sergeants and Lieutenants, at the time of the request for use of compensatory time off, provide the name of a replacement prior to the granting of the request for CTO.

ARTICLE 212 - UNIFORM ALLOWANCE

Employees in the unit receive a uniform allowance in the amount of $884one thousand dollars ($1,000) per year for the purchase, maintenance and cleaning of uniforms after completion of 12 months of employment. Uniforms will be provided at the time of appointm ent. This allowance will be paid twice a year (½ in June and ½ in December).

ARTICLE 223 - SICK LEAVE

Employees in the unit earn sick leave at the rate of eight (8) hours per month, up to a maximum accrual of 1,250 hours. No sick leave may be granted during the first thirty (30) days of employment with the City.

Annually, employees in the unit may request to convert a maximum of twenty (20) hours of sick leave to pay if they have used less than forty (40) hours of sick between January 1st and November 30th of the prior calendar year.

Any employee who elects to convert accrued sick leave to compensation as provided for herein shall be limited to a maximum of twenty (20) hours per fiscal year of accrued sick leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any sick leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1st of the calendar year prior to the end of the calendar year in which the employee wishes to covert such sick leave.
• All sick leave conversion requests are irrevocable and cannot be changed or amended unless rescinded and received in writing by Human Resources no later than December 1st of the calendar year prior to the conversion.
• Employees who do not meet the requirement of using less than forty (40) hours of sick leave between January 1st and November 30th of the prior calendar year will not be eligible for the sick leave conversion.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for sick leave converted to pay for that calendar year.

Upland Police Management Association 7/1/201722 – 6/30/20232

16 • Payments for accrued sick leave conversion to pay shall be made by separate check two (2) times a year (first pay period in June and first pay period in December).

Bargaining unit members who use less than 40 hours of sick leave between November 1 and October 31 of each year (this, of course, covers two calendar years) may request to cash out twenty (20) hours of sick leave each year. Such request needs to be made in writing to the Human Resources Department during the month of November. If such a request is made, the payment will be made in the first pay period of December of every year.

ARTICLE 234 - VACATION

Vacation shall accrue for Police Sergeants and Lieutenants based on the following schedule:

01 – 02 Years of service 96 Hours per year
03 – 05 Years of service 120 Hours per year
06 – 10 Years of service 152 Hours per year
11 – 13 Years of service 160 Hours per year
14 – 16 Years of service 168 Hours per year
17 + Years of service One additional day (8 hours) per year, up to a maximum of 176 hours per year

Vacation shall accrue for Police Captains based on the following schedule:

01 – 02 Years of service 96 Hours per year
03 – 05 Years of service 120 Hours per year
06 – 16 Years of service 152 Hours per year
17 + Years of service One additional day (8 hours) per year, up to a maximum of 176 hours per year

All employees may accrue vacation up to a maximum of three (3) years of entitlement.

ARTICLE 245 – VACATION BUYBACK

In December of every year, Police Sergeants and Lieutenantsemployees may be paid cash in lieu of unused vacation for up to 60 hours of vacation if they have used at least 40 hours of vacation during the preceding yearbetween January 1st and November 30th of the prior year.

Upland Police Management Association 7/1/201722 – 6/30/20232

17 Any employee who elects to convert accrued vacation leave to compensation as provided for herein shall be limited to a maximum of sixty (60) hours per fiscal year of accrued vacation leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any vacation leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1st of the calendar year prior to the end of the calendar year in which the employee wishes to convert such vacation leave.
• All vacation leave conversion requests are irrevocable and cannot be changed or amended unless rescinded and received in writing by Human Resources not later than December 1st of the calendar year prior to the conversion. • Employees who do not meet the requirement of using forty (40) hours of vacation leave between January 1st and November 30th of the prior calendar year will not be eligible for vacation buyback.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for vacation leave converted to pay for that calendar year. • Payment for accrued vacation leave conversion to pay shall be made by separate check two (2) times a year (first pay period in June and first pay period in December).

In the month of November of each calendar year, Police Captains who have used at least 40 hours of accrued vacation between the preceding November 1 and October 31 may cash out (by making a written request) up to 60 hours of their accrued vacation. Such request must be received by November 30 in Human Resources. If such a request is made, the payment will be made in the first pay period of December of every year.

ARTICLE 256 - BEREAVEMENT LEAVE

Association members may use up to 5 consecutive days of accrued sick leave for the death of a spouse or blood relation up to 2 generations removed, including spouse’s parents. Bereavement leave (5 days of accrued sick leave) may also be taken for the death of a dependent not related by blood who has lived within the employee’s household for the preceding six months.

The City will consider a request for bereavement leave for the death of a member’s aunt and uncle on a case by case basis.

Members may also take up to four hours per year to attend funeral services in the City of Upland for situations other than the above with Department Head approval.

ARTICLE 267 - EXECUTIVE LEAVE

Police Sergeants receive twenty ( 20) hours of Executive Leave annually. Police Lieutenants receive thirty (30) hours of Executive Leave annually. Police Captains shall receive 32forty (40) hours of executive leave annually. This leave must be used within the calendar year, or it will be

Upland Police Management Association 7/1/201722 – 6/30/20232

18 cashed out on the last payday in December. removed from the books as of December 31st of each year.

ARTICLE 278 - NO STRIKE PROVISION

The Association agrees that it shall not authorize, instigate, aid, condone, or engage in any strike which will interrupt or interfere with the operation of the City. The City places the Association on notice of its intention and right to terminate any employee who instigates or engages in any strike or work stoppage which interrupts or interferes with the operation of the City.

ARTICLE 289 – DISCIPLINE AND PERSONNEL FILES

The disciplinary appeal process shall culminate in an arbitration using a mutually selected arbitrator from the State Mediation and Conciliations Service, experienced in police disciplinary cases. The arbitrator’s decision in suspension, demotion and termination cases shall be final and binding.

Where the officer has not repeated similar misconduct, unit members shall have removed from his/her personnel file any disciplinary action for a minor offense after four years. Also, after five years any major offenses shall also be removed. A minor offense shall be defined as anything in which the officer receives a five day suspension or less. A major offense shall be anything in which the officer receives more than a five day suspension, including demotion or pay reduction.

ARTICLE 2930 – WORK SCHEDULE

Effective January 21, 2001, the parties agree to convert the 4/10 work schedule to a combination of a 4/10 and 3/12.5 work schedule. The work schedule includes the following elements:

A. There are six shifts to select from. The 4/10 shift will have a day shift/swing shift and night shift. The 3/12.5 shift will have a day shift/night shift and a cover shift. Exhibit A attached hereto shows each of the shifts. Bargaining unit members working the 3/12.5 shift shall be required to work the following work shift: during a 28 -day work period (which is permissible pursuant to Section 207(k) of the Fair Labor Standards Act), bargaining unit members would work twelve (12) 12.5 hour shifts and one 10 hour shift for a total of 160 hours. The twelve (12) 12.5 hour shift shall be worked three consecutive days per seven day period and the 10 hour shift shall be worked on the day either before or after the three consecutive days. As such, in the workweek when the 10 hour day is worked, the bargaining unit member will work four days in a row.

B. The 10 hour shift would be scheduled at the discretion of the shift’s Watch Commander (ultimately at the discretion of the Chief of Police) as follows: when bargaining unit members sign up for their 3/12.5 shift for six months in advance, the Watch Commander shall choose a particular day (e.g., the third Monday or second Friday) which will be the 10 hour workday

Upland Police Management Association 7/1/201722 – 6/30/20232

19 for the entire six month period. The Watch Commander sha ll note the particular day he has selected for the 10 hour workday on the sign up sheet in advance of it being circulated.

C. A 28 day work period (pursuant to Section 7(k) of the FLSA) will be in effect for all sworn police employees of the City. However, notwithstanding the FLSA work period, all sworn personnel shall have wages computed each pay period. Payment of regular wages and overtime (i.e., for work in excess of the regularly assigned shift) shall be made to sworn personnel on each bi-weekly payday. Sworn police personnel shall be compensated with overtime for all hours worked in excess of their regularly assigned shift. Hours worked shall include all time when an employee is necessarily required to be on the employer’s premises on duty or at a prescribed work place. Even though paid leave does not count as hours worked pursuant to the FLSA, paid vacation, sick leave and compensatory time off shall count as hours worked for overtime purposes to this Agreement.

D. All bargaining unit members working a 3/12.5 work schedule shall work a 12 ½ hour shift.

E. All bargaining unit members working the 3/12.5 or 4/10 work schedules shall be allowed a paid 45 minute lunch break.

F. Bargaining unit members shall sign up by seniority, unrestricted; 2) bargaining unit members assigned to special assignments, i.e., Detective Bureau, Special Services, Administration and Training, shall work from 7:00 a.m. to 5:00 p.m. Monday through Thursday.

G. Notwithstanding the foregoing, if the Chief of Police determines that a need exists to move a bargaining unit member from one plan to another (from 3/12.5 shift to a 4/10 shift or vice versa) or from one shift to another (e.g., day shift to swing shift) to meet minimum staffing and/or emergency needs, he will do the following: 1) He will first post 10 days prior to the need to modify a unit member’s work plan or shift a volunteer sign -up sheet asking for individuals who wish to volunteer to have their work plan or shift modified from their current plan or shift to the opposite work plan or another shift; 2) if he does not receive a volunteer(s), he will modify the work plan or shift of the least senior unit member who is working the work plan or shift from which the Chief needs to move a unit member(s) by moving that individual(s) to the opposite work plan or another shift to meet department needs (i.e., moving the unit member’s work plan from a 3/12.5 to a 4/10 or vice versa or moving the unit member’s work shift to another work shift).

ARTICLE 310 - PREVAILING BENEFITS

Except as provided herein, all wages, hours and other terms and conditions of employment presently enjoyed by employees in the unit shall remain in full force and effect during the term of this MOU, unless mutually agreed to by both parties.

ARTICLE 312 - SAVINGS CLAUSE

Upland Police Management Association 7/1/201722 – 6/30/20232

20 Should any provision of this agreement or the application of such provision be rendered or declared invalid by any court action or by reason of any existing or subsequently enacted legislation, the City and Association shall meet and confer immediately upon what constitutes an equivalent benefit to that which was determined to be unlawful. Such equivalent benefit will be implemented retroactive to the date the old benefit ceased. The remaining parts or portions of the Agreement shall remain in full force and effect.

CITY OF UPLAND

Upland Police Management Association 7/1/201722 – 6/30/20232

21 _____________________________________ ___________________ Rosemary Hoerning, Interim Michael Blay, City Manager
Date

_____________________________________ ___________________ Stephen Parker, Assistant City Manager Date

_____________________________________ ____________________ Morgan Filion, Terry Doyle, Human Resources/Risk Manager Date

UPLAND POLICE MANAGEMENT ASSOCIATION

_____________________________________ ___________________ Maurice Duran, Sergeant, UPMA President Date

______________________________________ ___________________ Anthony Kabayan, Sergeant, UPMA Vice-President Date

APPENDIX A

Upland Police Management Association 7/1/201722 – 6/30/20232

22 Classes included in the Upland Police Management Unit:

Grade Classification Title
6461 POLICE CAPTAIN

5421 POLICE LIEUTENANT

5387 POLICE SERGEANT

APPENDIX B

Upland Police Management Association 7/1/201722 – 6/30/20232

23 Please note the July 1, 2022 salary schedule includes a 2.5% COLA and 2.5% equity increase.

MEMORANDUM OF UNDERSTANDING (MOU )

BETWEEN

THE CITY OF UPLAND

AND

THE UPLAND POLICE MANAGEMENT ASSOCIATION

July 1, 2022 to June 30, 2023

Upland Police Management Association 7/1/2022 – 6/30/2023

TABLE OF CONTENTS

ARTICLE 1 - TERM OF AGREEMENT ..................................................................................... 4 ARTICLE 2 – PREAMBLE ....................................................................................................... 4 ARTICLE 3 – RECOGNITION ................................................................................................. 4 ARTICLE 4 - MANAGEMENT RIGHTS ................................................................................... 4 ARTICLE 5 – SALARIES ......................................................................................................... 5 ARTICLE 6 – RETIREMENT ................................................................................................... 5 ARTICLE 7 - DEFERRED COMPENSATION ............................................................................ 7 ARTICLE 8 – HEALTH INSURANCE – CAFETERIA PLAN ......................................................... 7 ARTICLE 9 – RETIREE HEALTH INSURANCE REIMBURSEMENT............................................ 8 ARTICLE 10 – RETIREE HEALTH SAVINGS ACCOUNTS ......................................................... 9 ARTICLE 11 – PREVENTATIVE HEALTH BENEFIT ................................................................ 10 ARTICLE 12 – LIFE INSURANCE .......................................................................................... 10 ARTICLE 13 – BILINGUAL PAY ............................................................................................ 10 ARTICLE 14 – COURT STANDBY PAY .................................................................................. 10 ARTICLE 15 – HOLIDAY PAY ............................................................................................... 11 ARTICLE 16 - LONGEVITY PAY............................................................................................ 11 ARTICLE 17 – EDUCATION INCENTIVE AND POST CERTIFICATE PAY ................................ 12 ARTICLE 18 - TUITION REIMBURSEMENT.......................................................................... 12 ARTICLE 19 - MERITORIOUS PAY ..................................................................................... 123 ARTICLE 20 - OVERTIME PAY ............................................................................................. 13 ARTICLE 21 – COMPENSATORY TIME OFF ........................................................................ 13 ARTICLE 22 - UNIFORM ALLOWANCE ............................................................................... 14 ARTICLE 23 - SICK LEAVE ................................................................................................... 14 ARTICLE 24 - VACATION .................................................................................................... 15 ARTICLE 25 – VACATION BUYBACK ................................................................................... 15 ARTICLE 26 - BEREAVEMENT LEAVE .................................................................................. 16 ARTICLE 27 - EXECUTIVE LEAVE ........................................................................................ 16

Upland Police Management Association 7/1/2022 – 6/30/2023

3 ARTICLE 28 –NO STRIKE PROVISION ................................................................................. 16 ARTICLE 29 - DISCIPLINE AND PERSONNEL FILES .............................................................. 16 ARTICLE 30 – WORK SCHEDULE ........................................................................................ 17 ARTICLE 31 - PREVAILING BENEFITS.................................................................................. 18 ARTICLE 32 – SAVINGS CLAUSE ......................................................................................... 18

Upland Police Management Association 7/1/2022 – 6/30/2023

4 MEMORANDUM OF UNDERSTANDING

BETWEEN

THE CITY OF UPLAND
AND

THE UPLAND POLICE MANAGEMENT ASSOCIATION
July 1, 2022 – JUNE 30, 2023

ARTICLE 1 - TERM OF AGREEMENT

Except where expressly stated otherwise herein, the City and Association agree that the provisions of this Memorandum of Understanding (MOU) shall be effective on July 1, 2022, and shall expire on June 30, 2023.

ARTICLE 2 – PREAMBLE

It is the intent and purpose of this MOU to set forth the understanding of the parties reached as a result of meeting and conferring in good faith regarding, but not limited to, matters relating to the wages, hours, and terms and conditions of employment between the City of Upland (hereinafter referred to as “City”) and the Upland Police Management Association (hereinafter referred to “Association”).

ARTICLE 3 – RECOGNITION

In 2015, the Upland Police Captains Association petitioned to join the Upland Police Management Association. The petition was approved by the Employee Relations Officer per the procedures outlined in the City’s Employer–Employee Relations Resolution. The Association is the recognized employee organization for the personnel employed in the Police Department occupying the classifications of Police Sergeant, Police Lieutenant, and Police Captain.

ARTICLE 4 - MANAGEMENT RIGHTS

The City retains all management rights not explicitly and expressly relinquished by the City in this Agreement. Such rights shall include, but not limited to:

A. Decisions involving City policy,
B. The level and type of City services,
C. The merit, necessity and/or organization of the police service, D. Matters of public safety and similar management decisions, E. Determining the procedures and standards of selection for employment and promotion, F. Directing employees, taking disciplinary action, and relieving employees from duty because of lack of work or other legitimate reasons,
G. Managing the efficiency of work

Upland Police Management Association 7/1/2022 – 6/30/2023

5 H. Maintaining the efficiency of governmental operations determine the methods, means, and personnel by which government operations are to be conducted I. Determining the content of job classifications
J. Taking all necessary actions to carry out the mission in emergencies K. Exercising the complete control and discretion over its organization and the technology used in performing work

The City’s exercise of any management right is not subject to meeting and conferring except as to the impact such exercise has on matters within the scope of representation, as defined by applicable law.

ARTICLE 5 – SALARIES

1. Effective the pay period beginning July 1, 2022, following MOU ratification by UPMA and City Council approval, all employees in this unit shall receive:
a. a two and one half percent (2.5%) COLA increase in base salary b. an equity increase of two and one half percent (2.5%) in base salary.

2. Effective the pay period beginning January 1, 2023, all employees in this unit shall receive an equity increase of two and one half percent (2.5%) in base salary.

3. The City will issue a one-time payment for Essential Worker Premium Pay of up to seventy-five hundred dollars ($7,500) to each employee who has been actively employed by the City during the time period of April 1, 2020 through March 31, 2021 and remains currently employed as of the scheduled payment date. The payment will be made in a separate check issued on the week following the first pay period in FY 2022/2023. The parties agree that the one-time distribution shall not be pensionable.

ARTICLE 6 – RETIREMENT

A. Classic Employees – The City of Upland provides its Police Sergeants, Lieutenants and Captains with membership in the California Public Employees’ Retirement System (CalPERS), 3% @ 55 retirement formula.

Effective January 1, 2016, “Classic” employees defined by the Pension Reform Act of 2013 will pay the nine percent (9%) CalPERS employee/member contribution and an additional one and one-half percent (1.5%) “cost sharing” pension contribution. Total employee/member contribution to be ten and one-half percent (10.5%). This cost sharing pension contribution shall be implemented outside of a CalPERS contract amendment as authorized by Government Code Section 20516(f), and shall extend beyond the expiration of this MOU.

Upland Police Management Association 7/1/2022 – 6/30/2023

6 Effective the first full pay period following July 1, 2016, “Classic” employees defined by the Pension Reform Act of 2013 will pay the nine percent (9%) CalPERS employee/member contribution and an additional three percent (3%) “cost sharing” pension contribution. Total employee/member contribution to be twelve percent (12%). This cost sharing pension contribution shall be implemented outside of a CalPERS contract amendment as authorized by Government Code Section 20516(f), and shall extend beyond the expiration of this MOU.

The parties acknowledge that CalPERS mandates an election of unit members, separate from ratification of this MOU, to provide for this cost sharing pursuant to Government Code Section 20516. As soon as practicable after the effective date of this MOU, the City will initiate the contract amendment process. Upon approval and agreement from the bargaining unit and completion of the City’s amendment to the CalPERS contract, employee “cost sharing” contributions will be made pursuant to Government Code Section 20516 , Employee Cost Sharing of Additional Benefits.

The City contracts with CalPERS for the Single Highest Year Option for all employees who are not defined as “new members” pursuant to the Pension Reform Act of 2013 and the 1959 Survivor Benefit, 3rd level for all members of the bargaining unit. There is an employee cost of $2.00 per month for the 1959 Survivor Benefit. The agreement between the City and CalPERS allows for the buy-back of time served by the employee in the Military as defined under PERS Regulation, Section 21024.

The City, at the Police Chief’s discretion, and in accordance with the law, will allow police officers who voluntarily retire from City service and who are at least 50 years of age at the time of retirement to be rehired as a contract service worker (CSW -Retiree) in his/her previous position for a period not to exceed 960 hours in the fiscal year of retirement and for an additional 960 hours in the fiscal year following retirement. The CSW-Retiree will be paid at the hourly rate earned and hold the same rank as on the last full day of employment. CSW - Retirees will receive one-third of the Cafeteria amount provided full-time officers and the same uniform allowance as received by full-time officers. CSW-Retirees are employed on an at-will basis and shall not be eligible for any layoff benefits. All applicable PERS regulations and statutes regarding the employment of retirees shall apply.

B. Pension Reform Act of 2013 –

1) The parties agree that the provisions of AB 340 (The California Pension Reform Act of 2013) went into effect on January 1, 2013. In addition, if there is any other clean up or other retirement legislation which goes into effect during this MOU and if there are provisions of that legislation which, by law automatically goes into effect, it shall do so.

Either party may request to negotiate over the impact of such sub sequent legislation.

Upland Police Management Association 7/1/2022 – 6/30/2023

7 2) Two Tier Retirement: Pursuant to the Act, for “new members” (as defined by the Act) who are employees hired after January 1, 2013, they will be hired pursuant to the 2.7% @ 57 retirement formula.

3) For “new members” (as defined by the Act) who are employees hired after January 1, 2013, final compensation will be based on the highest annual average compensation earnable during the three consecutive years of employment immediately preceding the effective date of his or her retirement.

4) Employee Paid Retirement Contribution - For employees defined as “new members” by the Act hired after January 1, 2013, they shall pay the higher of the classic member contribution or one half of the total normal cost rate as defined by the Act as their employee retirement contribution.

ARTICLE 7 - DEFERRED COMPENSATION

Effective July 1, 2022, the City agrees to contribute seven percent (7%) of base monthly salary to the City’s deferred compensation plan on behalf of each employee in the unit.

ARTICLE 8 – HEALTH INSURANCE – CAFETERIA PLAN

A. Cafeteria Plan - In accordance with "The City of Upland Cafeteria Plan", the city provides a 125 Flexible Benefit Plan ("the Plan"). The regular and intended effect of the Plan, under current law, is to enable employees to receive benefits which may not be subject to either State or Federal income tax.

The details of Plan eligibility and operational requirements are set forth in the Plan documents.

Once enrolled in a cafeteria distribution plan, employees will only be permitted to modify the plan on the same basis as changes are permitted in health insurance plans, that is, during open enrollment periods and when the employee's dependent status changes.

1. The city shall make a monthly contribution as set forth below to each eligible member of the unit to be used toward the Section 125 Cafeteria Plan. These funds shall only be used for qualified benefits as provided for in IRC Section 125.

2. All employees must enroll in one of the health program plans unless they submit to the city proof of comparable health coverage.

3. Employees who fail to complete this requirement will be enrolled in the lowest cost health insurance plan the city offers.

4. Employees who meet the requirement shall be allowed to utilize their Section 125 Flexible Benefit Plan contributions for any of the other qua lified benefits as provided for in IRC Section 125.

B. City Section 125 Benefit Contribution– the City will make available to each covered employee a monthly amount for benefits, as specified in this MOU.

Upland Police Management Association 7/1/2022 – 6/30/2023

8 Employees hired prior to January 1, 2016 will receive the maximum benefits contribution allocation:
a. Effective July 1, 2022 - $1,500

Employees hired on or after January 1, 2016 will receive the following contributions to the plan:

• Employee Only 100% of the amount to cover
the lowest cost plans for
health, dental, and vision
(Kaiser HSA excluded)

• Employee plus one 100% of the amount to cover
the lowest cost plans for
health, dental, and vision
(Kaiser HSA excluded)

• Family The maximum benefit of
$1,500

The employee must pay the difference between the City’s contribution and the actual premium of the plan selected, if any. The City reserves the right to change medical carriers. In the event of a change, the city agrees to meet and confer over the impact of the decision.

All employees in the unit may transfer unused Cafeteria Plan funds to the Deferred Compensation 457 Plan.

Employees in the unit who elect a medical HSA (Health Savings Account) may transfer unused Cafeteria Plan funds up to the maximum amount allowed by IRS guidelines.

Employees who waive medical coverage, dental coverage, and/or vision coverage may elect to put up to the maximum annual amount of five hundred dollars ($500) per Section 125 guidelines in their Flexible Spending Account (FSA).

No cash-in-lieu will be allowed effective January 1, 2020.

ARTICLE 9 – RETIREE HEALTH INSURANCE REIMBURSEMENT

The City will provide retiree health insurance reimbursement in accordance with the following schedule for employees who retire from the City, have health insurance and are paying a premium which exceeds these amounts. An additional $45 per month allowanc e is provided for a spouse if the spouse is covered under the employees insurance.

Upland Police Management Association 7/1/2022 – 6/30/2023

9 10 - 14 years of service $ 72.57 per month
15 - 19 years of service $ 96.81 per month
20 - 24 years of service $121.05 per month
25 + years of service $145.14 per month
The provisions of this article above shall only apply to bargaining unit members hired on or before March 31, 2016.

ARTICLE 10 – RETIREE HEALTH SAVINGS ACCOUNTS

Effective January 1, 2007, Retirement Health Savings (RHS) accounts currently established through ICMA which will be payable to the employee only upon service or disability retirement with the City of Upland. City contributions to the RHS accounts will be based upon years of service in accordance with the following schedule:

Years of Service Monthly City Contribution Yearly City Contribution 5 to 9.99 $12.50 $150.00
10 to 14.99 $25.00 $300.00
15 to 19.99 $50.00 $600.00
20 to 24.99 $75.00 $900.00
25 + $100.00 $1,200.00

Upon retirement, all UPMA members shall convert 50% of accrued sick leave, 100% of accrued vacation and 100% of compensatory time to cash and deposit into their Retiree Health Savings Account on a tax deferred basis (in accordance with IRS guidelines). Therefore the current options of cashing out half of accrued sick leave or using Personal Leave (½ of accrued sick leave) at retirement will no longer be allowable.

Retirees are eligible to continue their medical, dental and vision coverage with the City of Upland until they reach Medicare Eligible Age, at which time they will be required to enroll in a non-City sponsored Medicare plan. The retiree may choose to remain on the City’s Dental and Vision plan.

All post-retirement Medical, Dental and Vision benefits will be paid by the retiree.

If the retiree should become deceased while an eligible surviving spouse is enrolled in coverage, the surviving spouse may continue their Medical, Dental and/or Vision coverage with the City at their own expense. The Surviving Spouse will not be eligible for the Retiree Health Insurance Reimbursement allowance

This Article does not apply to unit members hired after the effective date of this agreement. The City will not make any contributions for new hires under this Article.

The City shall have the ability to change providers through an RFP process.

Upland Police Management Association 7/1/2022 – 6/30/2023

10 ARTICLE 11 – PREVENTATIVE HEALTH BENEFIT

Beginning FY2019-2020, employees in the unit may be reimbursed up to $180 annually for the purchase of items or participation considered acceptable as defined in the City’s Preventative Health Benefits policy. This reimbursement shall be made in June of each year . Other use may be approved by the City Manager.

ARTICLE 12 – LIFE INSURANCE

The City provides Association members with group life insurance in an amount equal to one times (1x) their annual salary.

ARTICLE 13 – BILINGUAL PAY

For employees who have been receiving bilingual pay prior to June 30, 2022 and have successfully completed a fluency examination, the City will continue to provide compensation in the amount of two and one half percent (2.5%) of base salary. The City will provide compensation in the amount of 2.5% of base salary for Police Captains, Sergeants and Lieutenants in the unit who as part of their job function and regular duties, and who have successfully completed a fluency examination administered by the Human Resources/Risk Management Office.

Bilingual pay will be for employees who speak Spanish or who speak any other language designated per the Chief of Police as critical to the functions of the Police Department.

When the skill is no longer needed or the employee is no longer required to use it or ceases to posses it, the Chief of Police shall terminate the bilingual compensation by written notice to the Human Resources/Risk Management Office.

ARTICLE 14 – COURT STANDBY PAY

Police Sergeant and Lieutenants who are placed on court standby will be compensated 2.5 hours at the rate of one and one-half (1.5) their regular pay.

Court standby compensation is intended for staff who are off-duty, and shall not apply to members responding to court within one hour before a regularly scheduled work shift (i.e. as discussed by the parties for example, this includes members who are called to court at 8:00 a.m. on a day they are already regularly scheduled to report to work at 9:00 a.m.)

Employees who were not placed on court standby but have been called to court during their off- duty time will receive a minimum of three hours compensation at the rate of one and one half (1.5) their regular rate of pay. However, members who were not placed on court standby but are called to court on a regularly scheduled work day before their shift begins (i.e., members who are called to court at 8:00 a.m. on a day they are already scheduled to report to work at 9:00 a.m.) are only

Upland Police Management Association 7/1/2022 – 6/30/2023

11 entitled to one hour of court call back pay. Employees in the unit who have been called to court from their off duty time will receive a minimum of three hours compensation at time and one half (1 ½).

If employees who have been called to court from their off duty time are required to return to court in the afternoon after the lunch break, the employee may be reimbursed for lunch up to $10.00, if a receipt for lunch is provided.

ARTICLE 15 – HOLIDAY PAY

All Police Sergeants and Lieutenants covered by this MOU shall be compensated in cash for City designated holidays at the rate of 4.61 hours pay per pay period.

All Police Captains shall observe the following holidays, established by Resolution of the City Council:

New Year’s Day (January 1)
Martin Luther King Day (Third Monday in January)
President’s Day (Third Monday in February)
Memorial Day (Last Monday in May)
Independence Day (July 4)
Labor Day (First Monday in September)
Thanksgiving Day (Fourth Thursday in November)
Friday after Thanksgiving Day (The Day After the Fourth Thursday in November) Christmas Day (December 25)

All holidays shall be 10 hours unless otherwise noted.

If the holiday falls on a Friday or Saturday, Thursday shall be designated as the holiday and if the holiday falls on Sunday, Monday shall be designated as the holiday.

Police Captains shall receive 32 hours of Floating Holiday annually. Floating holiday hours must be used during the calendar year or they will be removed from the books on December 31st of each year.

ARTICLE 16 - LONGEVITY PAY

Effective July 1, 2022:

Employees in the unit with ten (10) years or more of continuous City service will receiv e a two and one half percent (2.5%) increase in base salary.

Upland Police Management Association 7/1/2022 – 6/30/2023

12 Employees in the unit with fifteen (15) years or more of continuous City service will receive a two and one half percent (2.5%) increase in base salary.

Employees in the unit with twenty (20) years or more of continuous City service will receive an additional two and one half percent (2.5%) increase in base salary, for a total of seven and half percent (7.5%) longevity pay.

ARTICLE 17 – EDUCATION INCENTIVE AND POST CERTIFICATE PAY

A. Police Sergeants, Lieutenants and Captains –

Employees receiving Education Incentive Pay based on Equivalent college units for an Associate’s Degree or Bachelor’s Degree prior to July 1, 2022, will continue to receive Educational Incentive compensation. Any unit members hired or promoted after July 1,2022, will receive Education Incentive Pay as outlined below.

1) Education Incentive Pay in the following amounts, effective July 1, 2022:

Two and one half percent (2.5%) of base salary for an Associate’s Degree OR
Five percent (5%) of base salary for a Bachelors Degree OR
Seven and one half percent (7.5%) of base salary for a Graduate Degree (including Master’s, Juris Doctorate, Doctorate)

2) POST Certificate Pay in the following amounts, effective July 1, 2022:

Two and one half percent (2.5%) of base salary for an Intermediate POST Certificate OR
Five percent (5%) of base salary for an Advanced POST Certificate.

Eligible Police Sergeants and Lieutenants may only receive one payment amount within each category of Incentive Pay, to a maximum allowable of twelve and one half percent (12.5%) of base salary.

ARTICLE 18 – TUITION REIMBURSEMENT

The City agrees to reimburse employees up to thirty-five hundred dollars ($3,500) per employee, per fiscal year, as long as funds are available, for the costs for tuition and textbooks incurred for job-related education. Such expenditure must enhance the furtherance of the City’s work or continuing educational goals.

Upland Police Management Association 7/1/2022 – 6/30/2023

13 Eligibility for reimbursement is contingent upon an approved course or seminar, completed with, where applicable, a grade “C” or better or “pass” when taken on a pass/fail basis. Approval for reimbursement must be submitted first to the Department Head prior to the employee enrolling in the class or purchasing textbooks and related materials. Upon successful completion of the course(s) the employee must submit a request for reimbursement to Finance Division for processing.

Time spent toward educational or area development shall not be considered as time actually worked and should not occur during regular work hours.

ARTICLE 19 - MERITORIOUS PAY

It is recognized that certain employees will put forth the extraordinary efforts and produce outstanding results for the City. It is desired to reward these individuals. An incentive pay method has been established to encourage all employees to utilize fully their capabilities on behalf of the City. Employees recommended by their department heads and app roved by the City Manager may be granted a five percent (5%) increase in salary for period of (3) three months, six (6) months, or (1) one year. Department Head recommendations will be submitted to the City Manager’s Office for review and approval. Payment of meritorious pay will be made in a lump sum on the first regularly scheduled pay day after approval form the City Manager.

Recommendations will contain supporting documentation justifying the reasons for the pay.

Any Police Sergeant, Lieutenant, or Captain who uses twenty-four 24 hours or less of sick leave in the period from December 1st through November 30th, and has between nine hundred and fifty-two (952) and one thousand (1000) hours of accrued sick leave as of December 1st will receive $500. Computations will be made and payment will be in the form of a lump sum payable on the first payday in December of each year. Such payment will only be made to persons actually in the employ of the City on the date of payment.

ARTICLE 20 - OVERTIME PAY

Police Sergeants and Lieutenants shall receive overtime at the rate of one and one-half (1 ½) times their regular rate of pay for time worked in excess of 40 hours in a 7 day work period. Paid vacation and sick leave and compensatory time off during a work period are counted as hours worked for overtime purposes.

Police Captains are exempt from the FLSA and are not eligible for overtime compensation.

ARTICLE 21 – COMPENSATORY TIME OFF

Police Sergeants and Lieutenants may not accrue more than three hundred (300) hours of compensatory time off. Employees in this unit may convert forty (40) hours of vacation into non- FLSA compensatory time off annually.

Upland Police Management Association 7/1/2022 – 6/30/2023

14 Police Sergeants and Lieutenants, at the time of the request for use of compensatory time off, provide the name of a replacement prior to the granting of the request for CTO.

ARTICLE 22 - UNIFORM ALLOWANCE

Employees in the unit receive a uniform allowance in the amount of one thousand dollars ($1,000) per year for the purchase, maintenance and cleaning of uniforms after completion of 12 months of employment. Uniforms will be provided at the time of appointm ent. This allowance will be paid twice a year (½ in June and ½ in December).

ARTICLE 23 - SICK LEAVE

Employees in the unit earn sick leave at the rate of eight (8) hours per month, up to a maximum accrual of 1,250 hours. No sick leave may be granted during the first thirty (30) days of employment with the City.

Annually, employees in the unit may request to convert a maximum of twenty (20) hours of sick leave to pay if they have used less than forty (40) hours of sick between January 1st and November 30th of the prior calendar year.

Any employee who elects to convert accrued sick leave to compensation as provided for herein shall be limited to a maximum of twenty (20) hours per fiscal year of accrued sick leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any sick leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1st of the calendar year prior to the end of the calendar year in which the employee wishes to covert such sick leave.
• All sick leave conversion requests are irrevocable and cannot be changed or amended unless rescinded and received in writing by Human Resources no later than December 1st of the calendar year prior to the conversion.
• Employees who do not meet the requirement of using less than forty (40) hours of sick leave between January 1st and November 30th of the prior calendar year will not be eligible for the sick leave conversion.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for sick leave converted to pay for that calendar year.

Payments for accrued sick leave conversion to pay shall be made by separate check two (2) times a year (first pay period in June and first pay period in December).

Upland Police Management Association 7/1/2022 – 6/30/2023

15 ARTICLE 24 - VACATION

Vacation shall accrue for Police Sergeants and Lieutenants based on the following schedule:

01 – 02 Years of service 96 Hours per year
03 – 05 Years of service 120 Hours per year
06 – 10 Years of service 152 Hours per year
11 – 13 Years of service 160 Hours per year
14 – 16 Years of service 168 Hours per year
17 + Years of service One additional day (8 hours) per year, up to a maximum of 176 hours per year

Vacation shall accrue for Police Captains based on the following schedule:

01 – 02 Years of service 96 Hours per year
03 – 05 Years of service 120 Hours per year
06 – 16 Years of service 152 Hours per year
17 + Years of service One additional day (8 hours) per year, up to a maximum of 176 hours per year

All employees may accrue vacation up to a maximum of three (3) years of entitlement.

ARTICLE 25 – VACATION BUYBACK

In December of every year, employees may be paid cash in lieu of unused vacation for up to 60 hours of vacation if they have used at least 40 hours of vacation between January 1st and November 30th of the prior year.

Any employee who elects to convert accrued vacation leave to compensation as provided for herein shall be limited to a maximum of sixty (60) hours per fiscal year of accrued vacation leave to be converted, and in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section 1.451-1(a), must comply with the following:

• Any vacation leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December 1st of the calendar year prior to the end of the calendar year in which the employee wishes to convert such vacation leave.
• All vacation leave conversion requests are irrevocable and cannot be changed or amended unless rescinded and received in writing by Human Resources not later than December 1st of the calendar year prior to the conversion.

Upland Police Management Association 7/1/2022 – 6/30/2023

16 • Employees who do not meet the requirement of using forty (40) hours of vacation leave between January 1st and November 30th of the prior calendar year will not be eligible for vacation buyback.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for vacation leave converted to pay for that calendar year. • Payment for accrued vacation leave conversion to pay shall be made by separate check two (2) times a year (first pay period in June and first pay period in December).

ARTICLE 26 - BEREAVEMENT LEAVE

Association members may use up to 5 consecutive days of accrued sick leave for the death of a spouse or blood relation up to 2 generations removed, including spouse’s parents. Bereavement leave (5 days of accrued sick leave) may also be taken for the death of a dependent not related by blood who has lived within the employee’s household for the preceding six months.

The City will consider a request for bereavement leave for the death of a member’s aunt and uncle on a case by case basis.

Members may also take up to four hours per year to attend funeral services in the City of Upland for situations other than the above with Department Head approval.

ARTICLE 27 - EXECUTIVE LEAVE

Police Sergeants receive twenty (20) hours of Executive Leave annually. Police Lieutenants receive thirty (30) hours of Executive Leave annually. Police Captains shall receive forty (40) hours of executive leave annually. This leave must be used within the calendar year, or it will be cashed out on the last payday in December.

ARTICLE 28 - NO STRIKE PROVISION

The Association agrees that it shall not authorize, instigate, aid, condone, or engage in any strike which will interrupt or interfere with the operation of the City. The City places the Association on notice of its intention and right to terminate any employee who instigates or engages in any strike or work stoppage which interrupts or interferes with the operation of the City.

ARTICLE 29 – DISCIPLINE AND PERSONNEL FILES

The disciplinary appeal process shall culminate in an arbitration using a mutually selected arbitrator from the State Mediation and Conciliations Service, experienced in police disciplinary cases. The arbitrator’s decision in suspension, demotion and termination cases shall be final and binding.

Where the officer has not repeated similar misconduct, unit members shall have removed from his/her personnel file any disciplinary action for a minor offense after four years. Also, after five