Monday, May 8, 2023
Open session begins at 7:00 p.m.
City Council Chamber
City Hall, 460 N. Euclid Avenue
Residents may observe the City Council meetings remotely via livestream on the City website, Spectrum Cable TV Channel 3, or Frontier Cable TV Channel 26.
Pages
1.CALL TO ORDER AND ROLL CALL
2.ADDITIONS-DELETIONS TO AGENDA
3.ORAL COMMUNICATIONS
This is a time for any citizen to comment on item listed on the closed session agenda only. Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. The use of visual aids will be included in the time limit.
CLOSED SESSION BEGINS AT 5:30 p.m.
4.CLOSED SESSION
a.CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL - EXISTING
LITIGATION
(Paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Case Name: Jeannette Vagnozzi v. City of Upland
San Bernardino County Superior Court of California Case No.CIVSB2122496 b.CLOSED SESSION CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
Agency designated representatives: Mayor and City Attorney Unrepresented group: City Manager
5.INVOCATION
Mike Ingram, Christian Science Faith
6.PLEDGE OF ALLEGIANCE
7.PRESENTATIONS
Recognition of Upland Residents Serving in the Military Presentation of Certificates of Completion to the Upland Community Emergency Response Team (CERT)
Presentation of the Dave Steven's Historic Preservation Award by Kati Parker
8.CITY ATTORNEY
9.ORAL COMMUNICATIONS
This is a time for any citizen to comment on any item listed or not listed on the agenda.
Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. Speakers will be given five (5) minutes during public hearings. The use of visual aids will be included in the time limit. Public comments and questions for the purpose of hearing current matters of concern in our community and to provide citizens a method for the public to hear those concerns in an open venue is encouraged. However, under the provisions of the Brown Act, the City Council is prohibited from discussion of items not listed on the agenda, and therefore, the City Council, City Manager, or City Attorney will take communications under advisement for consideration and appropriate response or discussion at a later time.
Individuals who demonstrate disruptive conduct during City Council meetings that prevent the City Council from conducting its meeting in an orderly manner are guilty of a misdemeanor as stated in PC403, disrupting a public meeting, and are subject to removal from the chamber or arrest.
10.CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine and will be enacted by one roll call vote. There will be no separate discussion of these items unless members of the legislative body request specific items be removed from the Consent Calendar for separate action.
Recommended Action:
Approve the Consent Calendar
a.APPROVAL OF MINUTES 7
Recommended Action:
Approve the Regular Meeting Minutes of April 24, 2023. (Staff Person: Keri Johnson)
b.CONSIDER APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH
VAN LANT & FANKHANEL, LLP FOR AUDITING SERVICES
12 CEQA: Not a Project
Recommended Action:
Approve a professional services agreement with Van Lant & Fankhanel, LLP to
provide the City with professional auditing services (for fiscal years ending June 30th of 2023, 2024 and 2025) through June 30, 2026, with two mutual one-year additional terms and a 5-year total not-to-exceed amount of $203,500; and authorize the City Manager to execute the agreement. (Staff Person: Stephen Parker)
c.CONSIDER APPROVAL OF A SECOND AMENDMENT TO AN AGREEMENT
WITH ROBERT HALF INTERNATIONAL
51 CEQA: Not a Project
Recommended Action:
Approve Amendment No. 2 to the professional services agreement with Robert Half International to provide the City with staff augmentation services; authorize the City Manager to execute the amendment; and approve a budget adjustment of $67,000. (Staff Person: Stephen Parker)
d.WARRANT AND PAYROLL REGISTER FOR APRIL 2023 71
CEQA: Not a Project.
Recommended Action:
Approve April warrant registers (check numbers 42984-43310 ) and direct disbursements totaling $14,648,910.62 and payroll. (Staff Person: Stephen Parker)
e.CONSIDER ACCEPTANCE OF AGREEMENTS FOR WATER QUALITY
MANAGEMENT PLANS FOR VARIOUS PROJECT LOCATIONS
79 CEQA: Not a Project
Recommended Action:
Approve the Covenant and Agreements Regarding Water Quality Management Plan for CUP 10-02, SI 20-37, and PM 20448; and authorize execution and recordation of said agreements. (Staff Person: Braden Yu) f.CONSIDER APPROVAL OF PARCEL MAP 20558 AND SUBDIVISION AGREEMENT, LOCATED AT 867 EAST 11TH STREET
119
CEQA: This Project is Categorically Exempt from the California Environmental Quality Act (CEQA) per State CEQA Guidelines 15315.
Recommended Action:
Approve Parcel Map 20558 for recordation and authorize the City Manager to sign the subdivision agreement. (Staff Person: Braden Yu) g.CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH NOBEL SYSTEMS INC.
127
CEQA: Determined to be Exempt.
Recommended Action:
Approve a professional services agreement with Nobel Systems Inc. (Nobel) for software subscription and support services; and authorize the City Manager to execute the agreement. (Staff Person: Braden Yu)
h.CALRECYCLE BEVERAGE CONTAINER RECYCLING PAYMENT PROGRAM 151
FY 2022-23 GRANT AWARD
CEQA: Not a Project
Recommended Action:
Accept the CalRecycle Beverage Container Recycling City/County Payment Program FY 2022-23 grant award of $20,002 and appropriate the funds. (Staff Person: Braden Yu)
i.CONSIDER ACCEPTANCE OF IMPROVEMENTS FOR PARCEL MAP 19890 155 CEQA: This Project is Categorically Exempt from the California Environmental Quality Act (CEQA).
Recommended Action:
Accept the improvements for Parcel Map 19890 and release the improvement bonds. (Staff Person: Braden Yu)
j.CONSIDER APPROVAL OF A LEASE AGREEMENT WITH TESLA, INC. ON A PORTION OF APN: 1005-471-01 AND DETERMINE THAT THE LEASE IS
EXEMPT FROM CEQA
166
CEQA: Determine to be Exempt.
Recommended Action:
Approve the Lease Agreement between the City of Upland and Tesla, Inc. on
2.07 acres within vacant City-owned property located 80 feet east along Park View Promenade (portion of APN: 1005-471-01), authorize the City Manager to execute the Lease Agreement, determine that the lease agreement is exempt from the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section 15061(B)(3), 15304 and 15311; and direct staff to file a Notice of Exemption pursuant to the California Environmental Quality Act. (Staff Person:
Robert Dalquest)
11.PUBLIC HEARINGS
a.CONSIDER A RESOLUTION APPROVING THE EXPENDITURE OF QUIMBY
FEES OUTSIDE A NEIGHBORHOOD WHERE THE FEES WERE COLLECTED
AND APPROVE AN AGREEMENT FOR DESIGN SERVICES
186
CEQA: Determined to be Exempt
Recommended Action:
The City Council will conduct a public hearing to consider approving the expenditure of Quimby fees outside of a neighborhood where the fees were collected. (Staff Person: Stephen Parker)
Staff Presentation1.
Hold Public Hearing2.
Close Public hearing3.
Adopt a Resolution approving the expenditure of $800,000 in Quimby Fees outside a neighborhood where the fees were collected and approve a professional services agreement with Luke Sugino Architects, Inc. for design services at Baldy View Dog Park.
4. b.COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM YEAR 2023-24
ANNUAL ACTION PLAN
214
CEQA: Determined to be Exempt.
Recommended Action:
The City Council will conduct a public hearing to consider approving the City of Upland Program Year 2023-24 Annual Action Plan. (Staff Person: Robert Dalquest)
Staff Presentation1.
Hold Public Hearing2.
Close Public Hearing3.
Adopt a Resolution approving the City of Upland Program Year (PY) 2023-24 Annual Action Plan (AAP) and authorize the City Manager to execute any and all necessary related documents to implement the PY 2023-24 AAP.
4. 12.COUNCIL COMMITTEE REPORTS
a.COUNCIL REPORTS ON REGIONAL COMMITTEE MEETING, TRAINING, OR
CONFERENCE ATTENDANCE
Councilmembers will provide oral reports on any meetings, trainings, or conferences they attended on behalf of the City. This item is for information only. b.FINANCE COMMITTEE MEETING, APRIL 26, 2023 265
The Committee Chairperson will report on the meeting. This is an information item only.
13.BUSINESS ITEMS
14.COUNCIL COMMUNICATIONS
15.CITY MANAGER
16.ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, May 22, 2023.
NOTE: If you challenge the public hearing(s) or the related environmental determinations in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City of Upland, at, or prior to, the public hearing.
All Agenda items and back-up materials are available for public review at the Upland Public Library, downstairs reference desk at 450 North Euclid Avenue, the City Clerk's Office at 460 North Euclid Avenue and the City website at www.uplandca.gov .
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office, 909-931-4120.
Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR 35.102-35.104 ADA Title II] On May 3, 2023 a true and correct copy of this agenda was posted on the bulletin boards at 450 N. Euclid Avenue (Upland Public Library) and 460 N. Euclid Avenue (Upland City
Hall) and the City website at www.uplandca.gov
1 MINUTES OF THE REGULAR MEETING OF THE UPLAND CITY COUNCIL
April 24, 2023
City Council Chamber
City Hall, 460 N. Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga
Staff Present: City Manager Michael Blay, City Attorney Stephen P. Deitsch, City Clerk Keri Johnson
_____________________________________________________________________
1. CALL TO ORDER AND ROLL CALL
The regular meeting of the Upland City Council was called to order by Mayor Bill Velto at 6:00 p.m. in the Council Chamber of the Upland City Hall.
2. ADDITIONS-DELETIONS TO AGENDA
None.
3. ORAL COMMUNICATIONS
Luis Schmidt, AFSCME 36, stated that he filed a petition with the City and requested to be included on the ballot for employees to make a choice for AFSCME 36 as their representation and requested that the Council consult with the City Attorney regarding related case law.
4. CLOSED SESSION
At 6:05 p.m. Mayor Velto announced that the City Council would recess to Closed Session pursuant to Government Code
a. CLOSED SESSION CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
Agency Designated Representatives: City Manager Michael Blay, Assistant City Manager Stephen Parker, and Deputy Director of Human Resources/Risk Management Terry Doyle
Employee organizations: Upland Mid-Management Association, Upland City Employees Association, Upland Police Officers Association, and Upland Police Management Association
Unrepresented Employees: Executive Staff and Non-Represented/Confidential Employees
The City Council reconvened in open session at 7:02 p.m.
2 5. INVOCATION
Pastor Noel Anderson, First Presbyterian Church
6. PLEDGE OF ALLEGIANCE
Led by Jim Thomas
7. PRESENTATIONS
A Proclamation recognizing World Wish Day 2023 accepted by Ronnie Medrano and Matt Ferrero on behalf of Make-A-Wish Orange County and the Inland Empire.
8. CITY ATTORNEY
City Attorney Deitsch announced the City Council received a report on Item 4A on the agenda and there was no reportable action during Closed Session.
9. ORAL COMMUNICATIONS
Jim Thomas, Upland announced the Lion's Club upcoming fundraiser and provided details on the event as well as a brief history of the Club.
Jennifer Shaw, SCE Government Relations Manager, introduced her replacement, Melissa Boyd and announced that an Upland High School student was an SCE scholarship recipient.
Tommy Brooks, Upland thanked the Council for addressing the needs of the Community and stated concerns regarding the conditions of the north ball field at Memorial Park.
Jerry Dowdall, Upland stated concerns about traffic safety issues on 15th Street between Mountain and Benson, where parked cars have been hit recently.
Lauren Allison Hendrix, Upland, stated her concerns about issues in downtown Upland with vacant buildings and homeless people in the area and provided suggestions for resolving some of the issues.
10. CONSENT CALENDAR
City Clerk Johnson announced that there were minor changes made to the Resolution for item 10E after the posting of the agenda packet and the revised Resolution was posted on the website and copies were available for the Council and the public.
Moved by: Councilmember Garcia
Seconded by: Councilmember Maust
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of April 10, 2023.
b. ANNUAL DESTRUCTION OF RECORDS
Adopt Resolution No. 6712 authorizing and directing the City Clerk to destroy certain City records pursuant to the Government Code of the State of California.
3 c. APPROVAL OF MARCH WARRANT AND PAYROLL REGISTERS
Approve the March warrant registers (check numbers 42535-42983 and direct disbursements totaling $8,937,140.81 and payroll registers totaling $1,519,982.54 (check numbers 163012-163025 and electronic fund transfers 39381-39908).
d. TREASURER’S REPORT MARCH 2023
Receive and file the March 2023 Treasurer’s Report.
e. CONSIDER ADOPTING A RESOLUTION ESTABLISHING A POLICY
REGARDING REVENUE GENERATED FROM LEASES ON CITY PARK
PROPERTY
Adopt Resolution No. 6713 that assigns revenue generated from leases on City park property for use only for the park containing the lease or any park located in the same City Council district.
f. AWARD OF BID FOR LANDECENA INTERIOR IMPROVEMENT PROJECT Approve the specifications for Project No. 23923 – Landecena Interior Improvement Project; award a contract to RS Construction & Development Inc. in the amount of $124,108.00; approve a construction contingency in the amount of $12,892, for a total amount of $137,000; and authorize the City Manager to execute the agreement and any future extension within the City Manager’s authority.
g. CALRECYCLE USED OIL PAYMENT PROGRAM (OPP) CYCLE 13 GRANT AWARD
Accept the CalRecycle Used Oil Payment Program (OPP) Cycle 13 grant award of $12,267 and appropriate the funds.
11. PUBLIC HEARINGS
12. COUNCIL COMMITTEE REPORTS
a. COUNCIL REPORTS ON REGIONAL COMMITTEE MEETING, TRAINING, OR
CONFERENCE ATTENDANCE
Mayor Pro Tem Garcia reported that he attended the League of California Cities City Leader's Summit with Councilmember Breitling and City Manager Blay.
Mayor Velto announced that he and Councilmember Zuniga attended the San Antonio Water Company Annual Shareholders meeting and regular monthly meeting. Mayor Velto also stated he attended the San Bernardino Transit Authority meeting.
b. PUBLIC WORKS COMMITTEE MEETING, APRIL 11, 2023
Councilmember Breitling provided a recap of the meeting, including information regarding the Burrtec annual CPI rate increase.
4 13. BUSINESS ITEMS
a. AWARD OF BID FOR ALPINE, VERNON, AND PALM REHABILITATION AND UTILITY IMPROVEMENTS (BID No. 2023-02)
Public Works Director Yu answered questions posed by the Council regarding the timeline required to prepare for large capital improvement projects and a bid protest filed by one of the bidders.
Moved by: Councilmember Breitling
Seconded by: Councilmember Garcia
Approve the Plans and Specifications for the Alpine, Vernon, and Palm Avenue Roadway and Utility Improvement Project; overrule Gentry General Engineering’s bid protest; award the construction contract to Vido Samarzich, Inc. in the amount of $3,945,362; authorize a construction contingency in the amount of $394,638, for a total amount of $4,340,000.
Motion: Carried Unanimously
b. ISSUANCE OF SPECIAL TAX BONDS FOR COMMUNITY FACILITIES DISTRICT NO. 2022-1 (ENCLAVE AT UPLAND)
Assistant City Manager Parker introduced Municipal Consultant Doug Anderson who presented the staff report.
Moved by: Councilmember Garcia
Seconded by: Councilmember Zuniga
Adopt Resolution No. 6714 to authorize the issuance of Bonds of Community Facilities District No. 2022-1 (Enclave at Upland) of the City of Upland, County of San Bernardino, State of California designated 2023 Special Tax Bonds, appointing Fiscal Agent, approving Fiscal Agent Agreement and Purchase Contract and authorizing negotiation of terms of the sale of said Bonds, approving Preliminary Official Statement and authorizing preparation of Final Official Statement and approving Continuing Disclosure Certificate.
Motion: Carried Unanimously
14. COUNCIL COMMUNICATIONS
Councilmembers announced various activities and events throughout the community.
15. CITY MANAGER
City Manager Blay encouraged anybody that wants to assist the homeless to donate to a charity that assists the homeless and thanked City staff for their hard work.
16. ADJOURNMENT
Mayor Velto adjourned the meeting at 8:07 p.m. The next regularly scheduled City Council meeting is Monday, May 8, 2023.
5 Keri Johnson, City Clerk
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: STEPHEN PARKER, CPA, ASSISTANT CITY MANAGER SUBJECT: CONSIDER APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH VAN LANT & FANKHANEL, LLP
RECOMMENDED ACTION:
It is recommended that the City Council approve a professional services agreement with Van Lant & Fankhanel, LLP to provide the City with professional auditing services (for fiscal years ending June 30th of 2023, 2024 and 2025) through June 30, 2026, with two mutual one-year additional terms and a 5-year total not-to-exceed amount of $203,500; and authorize the City Manager to execute the agreement.
GOAL STATEMENT
The proposed action supports the City’s goal of excellence in financial reporting and providing services in a cost- effective manner.
BACKGROUND
The City is required to have its annual financial statements audited by independent certified public accountants. In 2003, the City entered into an agreement with Conrad & Associates LLP which was acquired by Mayer Hoffman McCann P.C. (MHM) and changed its name accordingly in 2006. In 2008 a second five-year term with MHM was entered into. In 2013, City Council gave direction to solicit proposals, and MHM was selected as the auditor for another five-year term (three years plus two one-year options). After the City used the same auditing firm for 15 years, staff sought proposals in 2018, and received proposals from 10 firms. Two Staff and two Council Members interviewed four firms and Van Lant & Fankhanel, LLP (VLF) was selected as the City’s external auditor and entered into an agreement for five years (three years plus two one-year options)
ISSUES AND ANALYSIS
Government Finance Officers Association (GFOA) recommends that governmental entities undertake a full-scale competitive process for the selection of independent auditors at the end of the term of each audit contract. With the five-year agreement with VLF coming to an end, on February 8, 2023, Staff re leased a Request For Proposal (RFP) for Professional Auditing Services by providing the RFP on its website. The RFP was additionally sent to 10 local firms and advertised on the California Society of Municipal Finance Officers’ Current RFP webpage . The proposal submittal deadline was March 6, 2023, but extended for an additional week to provide potential firms with answers to questions that had been provided by any firm.
The City received three responses – from CliftonLarsonAllen LLP (CLA), Van Lant & Fankhanel, LLP (VLF) and Rogers, Anderson, Malody & Scott, LLP (RAMS). The RFPs were reviewed by an evaluation committee made up of City Treasurer Greg Bradley, Finance Officer Londa Bock-Helms, CPA, and Assistant City Manager Stephen Parker, CPA. The evaluation committee reviewed the proposals based on the criteria described in the RFP – Mandatory Elements (which all firms met), Technical Qualifications (with 35 points assigned to Expertise and Experience and 35 points assigned to Audit Approach), and Cost (with 30 points assigned). All three firms provided excellent proposals and the evaluation committee agreed that there was no poor choice in the group. Ultimately, the highest scoring firm on all three ranking forms was VLF.
To abide by California Government Code Section 12410.6b, which requires that a local agency not employ a public accounting firm to provide audit services if the lead, coordinating, or reviewing audit partner has performed audit services for that local agency for six consecutive years, VLF has rotated the partner on their proposal. Brett Van Lant was the audit partner for the last five years, and VLF has proposed Greg Fankhanel as the audit partner for this proposal.
Van Lant & Fankhanel, LLP, (VLF) is a local Certified Public Accounting firm. Greg Fankhanel has over 30 years of experience auditing cities and other government agencies within California and VLF set themselves apart from most CPA firms in that they have significant partner involvement throughout the audit engagement. VLF has proven themselves by providing quality audit services to the City of Upland for the past five years, of which the City has received GFOA’s Excellence in Financial Reporting award for the first four years and anticipates receiving it for the fifth. In addition, Greg Fankhanel is a Certified Fraud Examiner, which adds another level of expertise to the audit process. VLF has shown flexibility in working with the City’s schedule during the past five years and has made a commitment to deliver quality reports in a timely manner. They have shown the ability to provide experienced audit personnel for year-to-year continuity. In the last three years, VLF has audited dozens of cities and special districts including the local cities such as Montclair, Highland, Hemet, West Covina, La Puente , and Buena Park.
ENVIRONMENTAL DETERMINATION
The subject action engages an auditing firm for professional auditing services. This agreement is not considered a “project” under the California Environmental Quality Act (CEQA) pursuant to Section 15378 (b)(4) of the CEQA Guidelines. Under this section, a project does not include the creation of a government funding mechanism or other government fiscal activities, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.
FISCAL IMPACTS
The three-year agreement totals $119,900, which is only a 5.9% increase over the past three years’ a udit fees. The current year portion of the expense for the FY 2022/23 audit is already included in the current years’ budget and the remainder will be reflected in the FY 2023/24 budget.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Not a Project
1 CITY OF UPLAND
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of May 8 2023 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 (“City”), and Van Lant & Fankhanel, LLP, a PARTNERSHIP of Certified Public Accountants with its principal place of business at 29970 Technology Drive, Suite 105A Murrieta, CA 92563 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Auditing services for annual financial statements (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services and Schedule of Charges attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $203,500 [Two hundred three thousand five hundred dollars]. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or twenty thousand three hundred fifty dollars ($20,350). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed two hundred twenty-three thousand eight hundred fifty dollars ($223,850). Any additional work in excess of this amount shall be approved by the City Council.
2 3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term
The term of this Agreement shall be from May 8, 2023 to June 30, 2026, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement for two, one-year additional terms.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
3 Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
4 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
5 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
6 Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
7 (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
8 b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
9 By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. Reserved.
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Greg Fankhanel, CPA, CFE as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
10 Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
DISTRICT:
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: Michael Blay, City Manager
CONSULTANT:
Van Lant & Fankhanel, LLP
29970 Technology Drive, Suite 105A
Murrieta, CA 92563
Greg Fankhanel, CPA, CFE, Managing Partner
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
11 27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF UPLAND
AND VAN LANT & FANKHANEL, LLP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF UPLAND VAN LANT & FANKHANEL, LLP
By: By:
Michael Blay
City Manager Its: Managing Partner
Printed Name: Greg Fankhanel, LLP
ATTEST:
By:
Keri Johnson, City Clerk
13 EXHIBIT A
Scope of Services and Schedule of Charges
1 City of Upland
Proposal to Perform Professional
Audit Services
Greg Fankhanel, CPA, CFE
Managing Partner
29970 Technology Drive,
Suite 105 A
Murrieta, CA 92563
Phone: (909) 756-2589
Fax: (909) 912-8378
Email: [email protected]
California License No.: 7535
Van Lant & Fankhanel, LLP
Proposal to Perform Audit Services for the:
Submitted by:
California License No. PAR 7535
Contact Information:
Greg Fankhanel, CPA, CFE
Brett Van Lant, CPA
29970 Technology Drive, Suite 105 A
Murrieta, CA 92563
Telephone: (909) 856-6879
E-mail: [email protected]
[email protected]
March 6, 2023
CITY OF LAGUNA HILLS
PROPOSAL TO PERFORM ANNUAL AUDIT SERVICES
TABLE OF CONTENTS
Page Number
Cover Letter 1
Company Data 3
Resumes and Qualifications: 5
Engagement Partner Resume –Brett Van Lant, CPA 6
Quality Control Reviewer Resume –Greg Fankhanel, CPA, CFE 7 Engagement Supervisor Resume –Enrico Tobing, CPA 8
Senior Accountant Resume – Antonio Moran, CPA 9
Organizational Chart 10
References 11
Project Understanding, Overview and Approach 13
Schedule 14
Communication 18
Compensation/Payment Schedule 19
Certificate of Insurance 19
Certification of Proposal 19
Peer Review 19
Attachment 1: Non-Collusion Affidavit 21
Attachment 2: Acknowledgment of Compliance with Insurance 23
Attachment 3: Certification of Proposal 25
Appendix A – Peer Review Report 28
March 6, 2023
Stephen Parker, Assistant City Manager
City of Upland
460 North Euclid Avenue
Upland, CA 91786
Van Lant & Fankhanel, LLP (VLF) is pleased to submit our proposal to perform professional audit services for the City of Upland (City). We hope this proposal conveys our strong desire and qualifications to fulfill your requirements. We understand this proposal is to audit the City’s financial statements for five fiscal years beginning with the fiscal year ending June 30, 2023, with the option to extend for two additional years.
VLF is a local firm of Certified Public Accountants with offices located in Redlands and Murrieta, California. The principals of the firm (Mr. Brett Van Lant and Mr. Greg Fankhanel) have been providing governmental accounting and auditing services to California cities and special districts for over 40 years combined. VLF is dedicated to providing the highest level of experience and expertise in governmental accounting knowledge to ensure a smooth audit process with minimal disruption to the City’s ongoing daily administrative operations.
VLF is the best choice to provide annual audit services to the City of Upland for the following significant reasons:
We have extensive experience auditing California cities and special districts that offer similar services as the City.
Significant Partner involvement throughout the audit engagement. Audit Partners will be performing fieldwork and preparing reports with the assistance of senior level auditors. Having the Audit Partners involved in all aspects of the audit assures continuity of the audit team each year.
A complete understanding of the City’s reporting requirements and deadlines. In addition, we assist a number of cities and special districts each year in obtaining the GFOA award for excellence in financial reporting.
Mr. Fankhanel is also a Certified Fraud Examiner which adds another level of expertise to the audit process. We have assisted many California cities in strengthening internal controls, and establishing effective policies and procedures.
1 Page 30 of 268
What sets us apart from other audit firms? You are not just a number to us – every audit client is unique and important to us. As a smaller firm, we believe the personal service and attention we will provide cannot be duplicated at larger firms. While many firms have knowledgeable and experienced individuals on staff, the quality of each audit ultimately depends on the audit personnel involved in the daily audit process, including fieldwork and report preparation. With VLF, you will be dealing with Partner-level personnel throughout the audit process, including fieldwork.
We are passionate about providing the highest level of service. We believe one the best services we can provide is to be available throughout the year to assist our clients with questions and keep them apprised of new accounting and financial reporting requirements. We encourage our clients to communicate questions or concerns, not only during the audit process, but as they arise at any time during the year. You will have access to the audit partners on a daily basis, throughout each audit and each fiscal year.
We certify that VLF and the audit partners are properly licensed to practice in California. We agree to perform all of the work outlined in the RFP within the time periods established by the City. Our firm is an Equal Opportunity Employer, and has the required insurance coverage as listed in the City’s RFP. Greg Fankhanel is authorized to represent VLF, empowered to submit this proposal, and authorized to sign a contract with the City. This proposal is a firm and irrevocable offer to audit the financial statements for the three fiscal years beginning with fiscal year 2023. Should you have any questions regarding our proposal or desire additional information, please call Greg Fankhanel, CPA, at (909) 856-6879, or email to [email protected].
Respectfully submitted,
Greg Fankhanel, CPA, CFE
Managing Partner
2 Page 31 of 268
City of Upland
License and Independence
VLF and all assigned key professional staff are properly licensed by the California State Board of Accountancy to practice in the State of California (License No. PAR 7535).
We are independent of the City of Upland and its component units in accordance with generally accepted auditing standards as promulgated by Rule 101 of the American Institute of Certified Public Accountants Code of Professional Ethics, generally accepted government auditing standards promulgated by the U.S. General Accounting Office (GAO), and the rules of the California State Board of Accountancy and Accounting Oversight Board.
We will provide the City with written notice of any professional relationships entered into during the period of our engagement that may impair our independence, if necessary. We have provided audit services to the City of Upland for the past five years, and have maintained our independence throughout.
We have been engaged as the City of Upland’s independent auditors for the past 5 years. Our relationship as independent auditors does not constitute a conflict of interest relative to performing the proposed audit due to our professional standards that require us to remain independent in fact and appearance, throughout the term of our engagement.
Firm Qualifications and Experience
Van Lant & Fankhanel, LLP (VLF) is a local firm of Certified Public Accountants specializing in local government accounting and financial reporting. VLF currently serves a number of local governments throughout the State. Our Firm’s mission is to provide our clients with the highest level of experience and expertise, throughout each year of our engagement. Because VLF is a smaller firm dedicated to governmental accounting and auditing services, we provide our clients with Partner level individuals in the field each year of the audit engagement. This has proven to be a valuable service to our clients and helps to significantly reduce the amount of client staff time consumed by the audit process.
The proposed audit team will include 2 full-time Audit Partners and 1 full-time Senior Accountant and 1 additional staff as necessary. One of the Audit Partners will be assigned to perform quality control reviews and assist with audit fieldwork as necessary.
Our Murrieta office will be the engagement office assigned to the City. VLF currently provides audit and accounting services to a number of cities and special districts throughout California.
Auditing Services Proposal
3 Page 32 of 268
City of Upland
Information regarding several of our current audit clients has been included in this proposal. Please contact these organizations to learn more about our firm’s ability to provide excellent audit services.
Greg Fankhanel has been a reviewer for the GFOA ACFR award program for many years.
Our Firm focuses on providing audit and assurance services to municipal and non-profit organizations. The Partners have also provided TOT and Franchise Fee audit services, and other consulting services, including fraud investigations.
The engagement team members proposed to serve the City are highly-trained government auditors.
One of our goals is to avoid putting our clients in a position of having to “train” the auditors. We avoid this by ensuring that all fieldwork is properly staffed and supervised by Partner level personnel. We are required to complete at least 80 hours of continuing education every 2 years, with a majority of these hours relating specifically to government accounting and auditing subjects.
Continuing education requirements are met through classes developed by professional organizations, such as the CSCPA, GFOA, and the AICPA. Both Mr. Fankhanel and Mr. Van Lant have been instructors for an in-house continuing education program for several years.
Current Municipal Audit Clients
Below is a list of current municipal audit clients for which we currently provide audit services.
Participation in External Quality Control Review Program
As required by Government Auditing Standards, our firm must have a peer review once every three years. We received a “clean” opinion with no deficiencies in our most recent peer review report, which included a review of specific government engagements. A copy of the report is included at Appendix A.
In addition, we have established a quality control program to adhere to the stringent quality control standards established by the AICPA. We have also developed policies and procedures to ensure our Town of Apple Valley City of Upland*
City of Clearlake City of West Covina
City of Buena Park*City of Winters*
City of Delano*City of Yucaipa*
City of Hemet* Apple Valley Fire Protection District
City of Hidden Hills Lake Arrowhead Community Services District* City of Highland* Greenfield County Water District
City of La Puente* Riverside County Flood Control District* City of Montclair Running Springs Water District
City of Susanville Tehachapi Cummings County Water District* City of Tehachapi* Temescal Valley Water District
City of Ukiah* Western Riverside Council of Governments Current Municipal Clients
Auditing Services Proposal
4 Page 33 of 268
City of Upland
engagements are properly supervised and staff receives necessary training to handle the responsibilities afforded them.
Disciplinary Action
There have been no disciplinary or regulatory actions taken against our CPA firm, or the partners. The firm has had no negative federal or state reviews.
Partner, Supervisory, and Staff Qualifications and Experience
The proposed Engagement Team selected to serve the City have extensive experience and a proven record of providing excellent audit services to Cities of similar size and operations.
We will provide continuity of audit staff from year to year, which is in the best interest of the City and is most efficient from our firm’s perspective. Additionally, the audit partners assigned to this engagement are working partners and therefore will be involved throughout the entire engagement each year, including fieldwork.
Auditing Services Proposal
5 Page 34 of 268
City of Upland
We affirm that engagement partners, managers, and other supervisory staff may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons only with the express prior written permission of the City.
We agree the City retains the right to approve or reject replacements.
Greg W. Fankhanel, CPA, CFE
Engagement Partner
Mr. Fankhanel is the managing Partner of VLF and has 30+ years of experience auditing local governments and non-profits, including cities and special districts throughout the State of California.
Mr. Fankhanel will be extensively involved throughout the audit process. He has served as a special reviewer for the GFOA certificate of achievement program for many years. In addition, he will be the point of contact for the City throughout the engagement.
Brett Van Lant, CPA
Quality Control Partner
Mr. Van Lant is an Audit Partner for VLF and has over 15 years of experience auditing local governments and non-profits, including cities and special districts throughout the State of California.
His duties will include supervising the engagement team during fieldwork, reviewing all reports, and performing the review and approval of the audit engagement. His duties will include performing quality control reviews of the engagement and serve as the concurring partner for the audit.
Enrico Tobing, CPA
Supervisor
Mr. Tobing is a Supervisor with VLF with over 8 years of experience. He will work closely with Mr.
Fankhanel during the audit fieldwork and report preparation for the City. Mr. Tobing has extensive experience auditing local governments, including cities and special districts throughout the State of California.
Resumes of the proposed engagement team are provided below:
Auditing Services Proposal
6 Page 35 of 268
GREG W. FANKHANEL,
CPA, CFE
Engagement Partner
Greg W. Fankhanel is the
Managing Partner of Van Lant &
Fankhanel, LLP. Prior to co-
founding our firm, Mr. Fankhanel
spent 22 years with Teaman,
Ramirez, & Smith where he served
as an Audit Partner for over 12
years.
Mr. Fankhanel has extensive
experience in leading and
performing financial statement
audit engagements for
government agencies. In addition,
as a Certified Fraud Examiner
(CFE), he takes a proactive
approach in providing information
and assistance in fraud prevention
and detection, which provides an
excellent resource for audit clients.
PROFESSIONAL MEMBERSHIPS
Member, American Institute of Certified Public Accountants (AICPA) Member, California Society of Certified Public Accountants (CalCPA) Member, California Society of Municipal Finance Officers (CSMFO) Member, Government Finance Officers Association (GFOA) Member, Association of Certified Fraud Examiners (ACFE) GFOA Certificate reviewer
PROFESSIONAL EXPERIENCE (PARTIAL LIST)
Town of Apple Valley
City of Corona
City of Hidden Hills
City of Highland
City of La Puente
City of Montclair
City of Murrieta
City of San Fernando
City of San Clemente
City of St. Helena
City of Tehachapi
City of Ukiah
City of Upland
City of Yucaipa
City of Winters
East Valley Water District
Running Springs Water District
Lake Arrowhead Community Services District
Temescal Valley Water District
Tehachapi-Cummings County Water District
Valley Sanitary District
CONTINUING PROFESSIONAL EDUCATION
Over 120 hours of continuing education over the past three years with a focus on governmental accounting and auditing topics, along with fraud prevention and detection.
EDUCATION
University of Hawaii
BS Degree in Business Administration, Emphasis in Accounting
7 Page 36 of 268
BRETT VAN LANT, CPA
Engagement QC Reviewer
Brett Van Lant is an audit Partner of
Van Lant & Fankhanel, LLP. Prior to
co-founding our firm, Mr. Van Lant
spent 6 years with Teaman,
Ramirez, & Smith where he served
as an Audit Manager for over 4
years.
Mr. Van Lant has extensive
experience in leading and
performing financial statement
audit engagements for
government agencies. He has
worked closely with many local
governments over the year
assisting with the implementation
of significant accounting
pronouncements including GASB
67/68 and GASB 75.
PROFESSIONAL MEMBERSHIPS
Member, American Institute of Certified Public Accountants (AICPA) Member, California Society of Certified Public Accountants (CalCPA) Member, California Society of Municipal Finance Officers (CSMFO) Member, Government Finance Officers Association (GFOA)
PROFESSIONAL EXPERIENCE (PARTIAL LIST)
Town of Apple Valley
City of Corona
City of Delano
City of Healdsburg
City of Hemet
City of Highland
City of Hidden Hills
City of King City
City of La Puente
City of Montclair
City of Murrieta
City of San Fernando
City of San Clemente
City of Santee
City of South El Monte
City of Tehachapi
City of Ukiah
City of Upland
City of Yucaipa
City of Winters
East Valley Water District
Running Springs Water District
Lake Arrowhead Community Services District
Temescal Valley Water District
Tehachapi-Cummings County Water District
Valley Sanitary District
CONTINUING PROFESSIONAL EDUCATION
Over 120 hours of continuing education over the past three years with a focus on governmental accounting and auditing topics, along with topics related to audits performed under the Uniform Guidance.
EDUCATION
California State University, San Bernardino
BS Degree in Business Administration, Emphasis in Accounting
8 Page 37 of 268
ENRICO TOBING, CPA
Engagement Supervisor
Enrico Tobing is an audit Supervisor
at Van Lant & Fankhanel, LLP.
Enrico joined VLF upon graduating
from California State University, San
Bernardino.
Mr. Tobing has over 6 years’
experience performing financial
statement audit engagements for
government agencies. He has
been involved in numerous audit
engagements throughout the
years participating in the planning
process, developing the detailed
audit approach, performing single
audit compliance testing,
supervising staff, and the
preparation of financial and other
required reports. He earned his
CPA license in California in 2020.
PROFESSIONAL MEMBERSHIPS
Member, American Institute of Certified Public Accountants (AICPA) Member, California Society of Municipal Finance Officers (CSMFO)
PROFESSIONAL EXPERIENCE
Town of Apple Valley
City of Delano
City of Healdsburg
City of Hidden Hills
City of Highland
City of La Puente
City of Lemon Grove
City of Maywood
City of Montclair
City of Murrieta
City of San Fernando
City of San Clemente
City of Santa Paula
City of Susanville
City of Tehachapi
City of Ukiah
City of Upland
City of Yucaipa
Town of Windsor
City of Winters
East Valley Water District
Running Springs Water District
Riverside County Flood Control and Water Conservation District Lake Arrowhead Community Services District
Temescal Valley Water District
Tehachapi-Cummings County Water District
CONTINUING PROFESSIONAL EDUCATION
Over 120 hours of continuing education over the past three years with a focus on governmental accounting and auditing topics, along with topics related to audits performed under the Uniform Guidance.
EDUCATION
California State University, San Bernardino
BS Degree in Business Administration, Emphasis in Accounting
9 Page 38 of 268
City of Upland
Similar Engagements with Other Governmental Entities
The following are audit client references for which similar services have been provided in the last three years. The audit clients listed below are all current audit clients of our firm.
1) City of Tehachapi
Client Contact: Sue Weir,
Financial Analyst Engagement Partner: Greg Fankhanel
City of Tehachapi Total Hours: 295
115 S Robinson Street
Tehachapi, CA 93561
(661) 822-2200, Ext. 111
The City of Tehachapi was incorporated in 1909 as a General Law City and provides the following services: public safety, streets, planning, water, wastewater, refuse, airport, and general administrative services. We conducted the annual audit of the City for the years ended June 30, 2011 through 2021 (including single audit). We also prepared the State Controller’s Reports and provided assistance in obtaining the GFOA financial statement award.
2) City of Highland
Client Contact: Chuck Dantuono, Engagement Partner: Brett Van Lant Director of Admin. Services Total Hours: 225
27215 Baseline
Highland, CA 92346
(909) 864-6861, ext. 224
The City of Highland is a General Law City that provides the following services: public safety, streets, planning, and general administrative services. We conducted the annual audit of the City for the years ended June 30, 2017 through June 30, 2021 and provided assistance with the implementation of new GASB Pronouncements. We also provided assistance in submitting for and obtaining the GFOA financial statement award.
3) City of Delano
Client Contact: Rosa Rios, CPA,
Director of Finance/Treasurer Engagement Partner: Brett Van Lant City of Delano Total Hours: 360
1015 11th Avenue
Delano, CA 93215
(661) 720-2235
The City of Delano provides the following services: public safety, streets, planning, waer, wastewater, and general administrative services. We conducted the annual audit of the City for the years ended June 30, 2020 through 2022 (including single audit) and provided assistance with the implementation of GASB 87 and other accounting pronouncements. We also provided assistance in obtaining the GFOA financial statement award.
Auditing Services Proposal
10 Page 39 of 268
City of Upland
4) City of La Puente
Client Contact: Troy Grunklee,
Administrative Services Director Engagement Partner: Greg Fankhanel City of La Puente Total Hours: 235
15900 Main St.
La Puente, CA 91744
(626) 855-1509
The City of La Puente is a General Law City that provides the following services: public safety, streets, planning, and general administrative services. We conducted the annual audit of the City for the years ended June 30, 2015 through June 30, 2021 (including single audit) and provided assistance with the implementation of new GASB Pronouncements. We also provided assistance in submitting for and obtaining the GFOA financial statement award.
5) City of Hemet
Client Contact: Tiffany Barnett,
Accounting Manager Engagement Partner: Brett Van Lant
City of Hemet Total Hours: 310
445 E. Florida Ave.,
Hemet, CA 92543
(951) 765-2387
The City of Hemet was incorporated in 1910 as a General Law City and provides the following services: public safety (Police and Fire), streets, planning, water, and general administrative services. We conducted the annual audit of the City for the years ended June 30, 2011 through 2014 and June 30, 2021 through June 30, 2022 (including single audit) and provided assistance with the implementation of GASB pronouncements and preparation of the State Controller’s Report and annual Street Report. We also provided assistance in submitting for and obtaining the GFOA financial statement award.
Auditing Services Proposal
11 Page 40 of 268
City of Upland
Specific Audit Approach
We believe that timely and adequate audit planning, along with proper communication throughout the audit process, helps to achieve highly efficient and effective audits. We also believe that one of the most important services that can be rendered to clients is to be available at all times during the year. This approach allows the clients the opportunity to consult with the auditors about technical problems and alternative approaches to accounting issues that arise during the year. We emphasize audit partner availability throughout each fiscal year.
Proposed Segmentation
The following is a proposed segmentation of the engagement, including the level of staff and proposed date involved for each segment.
Our proposed segmentation of the engagement is further expanded below:
Level of Estimated
Description Staff Hours
Preaudit planning with City staff. Detail audit
plan provided.Partners 2
Entrance conferences and auditors perform
interim audit procedures, including Single Audit
procedures, if applicable.
Partners,
Senior 145
Progress conference (interim work complete). Partners 1 Auditors mail all necessary audit confirmations. Senior 2 City staff provides trial balances and supporting
schedules for audit. Auditors commence final
examination procedures.
Partners,
Senior 165
Exit conference where auditors propose AJE’s
and discuss internal control and compliance
findings from the audit, as applicable.Partners 2
Auditors prepare draft CAFR and other applicable
reports.
Partners,
Senior 30
City reviews draft CAFR and related audit
reports.N/A N/A
All reports are finalized and submitted.Partners 3
All SCO Reports Completed Partners,
Senior 25
Auditing Services Proposal
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City of Upland
Planning Phase
Shortly after our appointment as auditors, we will schedule a pre-audit planning meeting during which we will discuss any special concerns, needs and the timing of the audit with appropriate members of the City’s staff. We will provide a customized request list or “PBC list” to City staff in advance of our arrival for interim fieldwork.
All members of the proposed engagement team are highly trained municipal auditors with extensive experience auditing similar Cities in California. Therefore, we tailor our approach with the focus of being the least disruptive as possible to the City’s staff. To achieve this, as part of the planning phase, the engagement team will review City budgets, organizational charts, year-to-date accounting records, applicable accounting policies and procedures, prior year financial statements, the City’s website, and minutes of Council meetings to gain a thorough understanding of the City’s operations and activities.
Interim Fieldwork
We take a customized approach to each and every audit. We will apply the “Risk Assessment” audit standards to your audits. An overriding objective throughout the planning process is the identification of risks that should be assessed as to whether they could result in material misstatement of the financial statements whether due to error or fraud. Due to the complex nature of the risk assessment process, it is performed at the Partner level for all of our audit engagements.
The main focus of the interim audit fieldwork is to obtain an understanding and evaluate the City’s specific internal accounting control systems. Our review and evaluation of your internal control systems will be completed by reviewing supporting documentation for transactions, walk-throughs, and interviews of City staff. Each of these approaches requires inquiry and observation of City personnel and operations. We will also utilize the City’s budget, organizational charts, financial reports, policies and procedures, and other applicable documents.
Interim financial reports will be reviewed and limited analytical procedures will be applied to significant account balances in order to identify potential misstatements early on in the audit process.
As required by our audit standards, we will also perform procedures to identify the risk of fraud within the organization. In addition to reviewing pertinent accounting records and policies and procedures, we will conduct “fraud inquiries” with various selected City staff. Given the sensitive nature of these procedures, these inquiries will be conducted by the Audit Partners.
We will conclude the interim audit period with an exit conference with the appropriate City staff to discuss any findings or control risks we encountered during this interim phase, along with practical recommendations to mitigate these risks. Our recommendations will be directed at safeguarding City assets, improving the effectiveness of City procedures, and improving the reporting of financial information, as applicable.
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City of Upland
Year-end Fieldwork
This phase of the audit will focus on verifying account balances in the City’s general ledger. Balance sheet accounts, along with certain revenue and expenditure/expense will be reviewed for reasonableness and verified with supporting documentation, including third-party confirmations, loan and debt agreements, and other supporting schedules. Analytical and substantive procedures will be performed based on our judgment and the results of our risk assessment.
We will conclude the year-end audit fieldwork with an exit conference with the appropriate City staff to discuss the results of our audit procedures, as well as disclose any proposed journal entries we may have discovered. We will also discuss the preparation of the ACFR and various other reports to be issued for the audit period.
Report Preparation
Partners and senior staff will be solely responsible for preparing the reports.
Our draft reports go through an extensive review process before they are sent to City staff for review. Our goal is to provide “print ready” reports when City staff receives the first draft. This ensures City staff will not have to spend time correcting our mistakes. We have a proven track record of meeting deadlines and being flexible to meet the City’s needs as they may change throughout the engagement.
City Staff Assistance
Assistance expected from City staff will include pulling invoices for review, answering procedural questions, and answering other questions regarding the City’s activities.
Sampling
Our sampling methods are designed to provide the most coverage possible without expending excess time where impractical. We also concentrate efforts towards those areas known to be susceptible to error. Sample sizes will depend upon our preliminary assessment of control risk and the extent of our planned substantive tests and analytical procedures. We use models based on statistical sampling theories to help determine the sample size of a given population of transactions.
In addition, we may select transactions above a certain dollar threshold, based on materiality, to review. We use sampling in the areas of cash receipts, cash disbursements, payroll, and utility billing.
The audit team will have laptop computers onsite during the audit fieldwork utilizing state-of-the-art software. We utilize programs such as Microsoft Excel to assist in our audit procedures and provide for greater efficiency and effectiveness, including data extraction procedures and analysis. We have significant experience working with many various accounting systems in our government audits.
Auditing Services Proposal
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City of Upland
Analytical Procedures
Analytical procedures will be performed in the planning stage of the audit (risk assessment process) and in our substantive testing, based on the results of our risk assessment. These procedures will include comparing account balances to prior years and to the current period’s budget, and consideration of expected relationships among the accounts and periods. To be effective, the analytical procedures can only be performed once we have determined our expectations based on our understanding of the City’s activities and changes from one year to the next. For results that do not meet our expectations, we perform additional substantive procedures to understand and verify the causes for the fluctuations. We make every effort to investigate the fluctuations before obtaining explanations from City staff and consuming staff time unnecessarily. In addition, analytical procedures will also be performed in the overall review stage of the audit.
Approach to Understanding the City’s Internal Controls
We will obtain an understanding of the design and implementation of the City’s internal controls by performing the procedures as required by SAS 109. This involves documenting our understanding of the internal controls over the areas of cash, investments, revenues and receivables, utility revenues and receivables, expenditures and accounts payable, capital assets, debt, payroll and related liabilities, self-insurance and claims liabilities and grant compliance. We will then evaluate the design of controls and determine whether they have been properly implemented. Evaluating the design of controls involves considering whether the control, individually or in combination with other controls, is capable of effectively preventing or detecting and correcting material misstatements.
In addition, as part of the audit, we will issue an internal control report as required by Government Auditing Standards that will identify significant deficiencies and material weaknesses, if any.
Approach to Understanding Laws and Regulations Subject to Audit Test Work
Our audit approach recognizes the importance of laws and regulations in planning the audit of a local governmental entity. As part of the audit, we obtain an understanding of those laws and regulations that have a direct and material effect on the determination of financial statement amounts. We then design the audit to provide reasonable assurance of detecting material instances of noncompliance. We obtain our understanding of applicable laws and regulations by becoming familiar with the following:
1) The terms and provisions of grant agreements and contracts. 2) State and federal restrictions affecting funding received by the City; 3) The Municipal Code of the City.
4) State laws regarding authorized investments, spending limits, debt limits, etc. 5) City policies regarding investments, purchasing, budgets, and the establishment of funds. 6) Bond covenants of outstanding issues.
7) Personnel Policies adopted by the City.
8) Other Federal and State laws and regulations, as appropriate.
Auditing Services Proposal
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City of Upland
Approach to Drawing Samples for Purposes of Tests of Compliance
The objective of tests of compliance is to determine whether an organization has complied with laws and regulations that may have a material effect on each major program. Therefore, we select samples that will provide sufficient evidence for that purpose. After defining the population, we determine sample sizes and select samples from each major program. Factors that may affect the sample sizes include the following:
a) The amount of expenditures for the program and the individual awards; b) The newness of the program or changes in its conditions; c) Prior experience with the program, particularly as revealed in audits and other evaluations; d) The extent to which the program is carried out through subreceipients; e) The level to which the program is already subject to program reviews or other forms of independent oversight;
f) The adequacy of controls for ensuring compliance;
g) The expectation of adherence or lack of adherence to the applicable laws and regulations; a h) The potential impact of adverse findings.
In the event that any irregularity in records indicates the City may have suffered or will suffer a monetary loss, we will report such loss to the appropriate City personnel immediately upon discovery in the form of a written report. Responses to City notifications will be prompt and all reports will be remitted in a timely manner to meet your needs. We make it a practice to be proactive in providing guidance and assistance to our audit clients throughout each fiscal year to ensure proper and timely implementation of new and significant accounting pronouncements, and also with laws and regulations.
Assistance expected from City staff will include providing us with documents and information included in our comprehensive request list provided at the start of the audit process, answering operational and procedural type questions, and preparing confirmation letters.
Why hire VLF?
Based on our experience, our approach to the City’s audit is unlike other audit firms. The significant involvement of the Audit Partners throughout the audit process helps to achieve highly efficient and effective audits. We customize each audit, each year, and believe our approach will help the City in its efforts to achieve excellence in financial reporting and provide excellent service to the citizens of Upland.
Your City will be top priority for our firm, and you will have access to the Audit Partners on a daily basis. While we are a growing audit firm, we only take on audits when we feel that we can continue to provide this high level of service. In addition, the Audit Partner in charge of the City’s audit is a Certified Fraud Examiner, providing a level of service unlike most audit firms.
The Partners and all professional staff have significant training and experience in assisting our clients with the implementation of new GASB pronouncements. We will provide a pro-active approach to ensure the City has taken the necessary steps to effectively implement new standards.
We are committed to being available throughout the year to provide assistance, answer questions, and offer technical advice and examples.
Auditing Services Proposal
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City of Upland
Identification of Anticipated Audit Problems
We do not anticipate any unusual, significant problems in conducting the audit. The Partners and all professional staff have significant training and experience in assisting our clients with the implementation of new GASB pronouncements. We will provide a pro-active approach to ensure the City has taken the necessary steps to effectively implement new standards. We are committed to being available throughout the year to provide assistance, answer questions, and offer technical advice and examples.
Auditing Services Proposal
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City of Upland
Fees
This cost proposal is based on the current audit scope, and is made with the assumption that the City's books and records will be in a reasonably balanced condition and reconciled at the start of the audit and that the representations made to us during this proposal process will remain effective throughout our engagement. The following fees are based on the assumption that the single audit will include no more than one major program, in accordance with the Uniform Guidance.
Summary of Professional Fees and Expenses
Total All-inclusive Maximum Price
We agree the City may broaden the scope of our engagement and we agree to hold ourselves available to perform such additional work as the City may desire. A progress billing will be submitted following our preliminary audit procedures. A final billing will be submitted upon delivery of all required reports. No billings will be made for out-of-pocket expenses or any other expenses such as typing, clerical, printing or travel costs.
Our standard hourly rates are as follows:
Service 2023 2024 2025 2026 2027
City Audit, ACFR and Related Reports 35,000$ 35,000$ 36,000$ 36,000$ 37,200$ Appropriations Limit Report 650 650 700 700 750 Single Audit and Related Reports 3,800 3,800 4,300 4,300 4,650 Additional Costs - - - - - Total Maximum Cost 39,450$ 39,450$ 41,000$ 41,000$ 42,600$ Fiscal Year Ending June 30, Optional Years
Anticipated FY FY FY FY FY
Position Hours 2022-23 2023-24 2024-25 2025-26 2026-27
Partner 165 200$ 200$ 210$ 210$ 225$ Manager 0 170 170 180 180 190 Senior Accountant 85 140 140 150 150 160 Staff Accountant 85 100 100 100 100 100 Clerical N/A N/A N/A N/A N/A
Total Hours 335
Auditing Services Proposal
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APPENDIX A
19 Page 48 of 268
20 Page 49 of 268
21 Page 50 of 268
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: STEPHEN PARKER, ASSISTANT CITY MANAGER
SUBJECT: APPROVE A SECOND AMENDMENT TO AN AGREEMENT WITH ROBERT HALF
INTERNATIONAL FOR TEMPORARY ACCOUNTING AND ADMINISTRATIVE
SERVICES
RECOMMENDED ACTION:
It is recommended that the City Council approve Amendment No. 2 to the professional services agreement with Robert Half International to provide the City with staff augmentation services; authorize the City Manager to execute the amendment; and approve a budget adjustment of $67,000.
GOAL STATEMENT
The proposed action supports the City’s goal of maintaining orderly and timely financial and administrative processes.
BACKGROUND
On several occasions in the last five years, the City has entered into professional services agreements with Robert Half International to fill various City vacancies and for assistance with preparation for the annual audit. In July 2022, the City entered into a $45,000 one-year agreement with Robert Half International to assist with filling vacancies in the Finance and Human Resources divisions under the City Manager's authority.
On November 14, 2022, City Council approved Amendment No. 1 to the professional services agreement with Robert Half International to provide the City with staff augmentation services and approved a budget adjustment of $140,000.
ISSUES AND ANALYSIS
As Staff is pursuing the recruitment of vacant positions, additional services are needed to maintain orderly and timely financial and administrative processes. Current vacancies of Accountant, Accounting Technician and Administrative Assistant have made it necessary to increase the scope of the existing agreement with Robert Half International fo r administrative and professional tasks to be completed timely until positions are filled with permanent staff. This second amendment to the existing agreement provides for an increased budget for these services. While the City has existing budget for these services, they are currently recorded in personnel expense, and contractual services are budgeted in maintenance and operations. As such, a budget amendment is being requested to reclassify $67,000 of personnel budget from vacancies in the aforementio ned positions to contractual services accounts to account for the increase in the Robert Half International agreement cost.
ENVIRONMENTAL DETERMINATION
The subject action engages a staff augmentation firm for professional staffing services. This agreement is not considered a “project” under the California Environmental Quality Act (CEQA) pursuant to Section 15378 (b)(4) of the CEQA Guidelines. Under this section, a project does not include the creation of a government funding mechanism or other government fiscal activities, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.
FISCAL IMPACTS
The requested budget adjustment of $67,000 from the personnel budget to contractual services will not have an overall effect on the General Fund.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Not a Project
AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
WITH ROBERT HALF INTERNATIONAL
This Amendment No. 2 to the Agreement for Professional Consultant Services dated July 7, 2022 (the "Master Agreement") is made and entered into as of May 8, 2023 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and Robert Half International, a corporation, by and through its administrative & customer service and finance & accounting contract talent practice groups with its location at 3633 Inland Empire Blvd, Suite 955, Ontario, CA 91764-4922 (hereinafter referred to as "Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."
RECITALS
A. WHEREAS, the City and the Consultant have entered into the Master Agreement, for the purpose of providing staff augmentation services on July 7, 2022; and
B. WHEREAS, the Parties approved the First Amendment to the Master Agreement on November 14, 2022.
C. WHEREAS, the Parties now desire to amend the Master Agreement to include additional funds for the continued performance of services in accordance with the compensation provisions of the Master Agreement.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 2 and the Master Agreement, the Parties mutually agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference.
2. Compensation. Section 2, Compensation, Subsection (b) of the Master Agreement as amended by the First Amendment is amended to replace the not to exceed amount with the sum of two hundred, fifty two thousand dollars ($252,000). Subsection 2(c) of the Master Agreement is hereby deleted.
3. Full Force. Except as amended by this Amendment No. 2, all provisions of the Master Agreement as amended by the First Amendment, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 2. No changes or modifications hereto shall be effective unless the same shall be in writing and signed by the Parties. In the event of any inconsistency between the terms of the Master Agreement, as amended by the First Amendment, and the terms of this Amendment No. 2, the terms of this Amendment No. 2 will supersede and control.
4. Counterparts. This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original.
SIGNATURE PAGE FOR
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT
WITH ROBERT HALF INTERNATIONAL
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the Effective Date first herein above written.
INC.
CITY OF UPLAND CONSULTANT
ROBERT HALF INTERNATIONAL INC.
CITY OF UPLAND
APPROVED BY:
_____________________________
Michael Blay
City Manager
CONSULTANT
ROBERT HALF INTERNATIONAL INC.
____________________________
Signature
____Damian Garcia____________
Name
____Regional Vice President_____
ATTEST:
______________________________
Keri Johnson
City Clerk
Approved as to form:
_______________________________
Stephen P. Deitsch
City Attorney
Title
(Two Signatures of Corporate Officers
Required for Corporations)
____________________________
Signature
__Cyndi Karapogosian__________
Name
__District President____________
Title
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: STEPHEN PARKER, ASSISTANT CITY MANAGER
LONDA BOCK-HELMS, FINANCE OFFICER
SUBJECT: WARRANT AND PAYROLL REGISTER FOR APRIL 2023
RECOMMENDED ACTION:
It is recommended that the City Council approve April warrant registers (check numbers 42984-43310 ) and direct disbursements totaling $14,648,910.62 and payroll registers totaling $1,507,919.78 (check numbers 163026-163040 and electronic fund transfers 39908-40439 ).
GOAL STATEMENT
The proposed action supports the City’s goal of managing the City’s resources in a fiscally responsible and transparent manner.
BACKGROUND
The City Council is presented with the financial disbursements for the purchase of materials, supplies, services, capital projects, and payroll warrants issued in the prior month. This process provides the City Council with the opportunity to review monthly expenses of the city.
ISSUES AND ANALYSIS
In accordance with Government Code 37208, the Finance Officer hereby certifies that the attached warrant registers, direct disbursements, and payroll registers have been found to conform to the approved budget and have been paid.
These demands are submitted to the City Council for review and approval.
ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act (CEQA). Section 15378 of the CEQA Guidelines defines a project subject to CEQA. The proposed action is not included within the definition of a “project” and thus is exempt.
FISCAL IMPACTS
Funds are available for the payment of the warrant registers, direct disbursements, and payroll registers in accordance with the FY 2022-23 operating budget.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Not a Project.
CHECK #CHECK DATE CHECK TYPE VENDOR #VENDOR NAME CHECK AMOUNT 42984 04/05/2023 PRINTED 99181 ACCOUNTEMPS 5,963.60
42985 04/05/2023 PRINTED 14 ACTION AWARDS 19.62
42986 04/05/2023 PRINTED 207 ADLERHORST INTERNATIONAL LLC 484.45 42987 04/05/2023 PRINTED 291 ADVANCE STORE CO, INC 549.24 42988 04/05/2023 PRINTED 289 ARROW TRAILER SUPPLIES INC 89.02 42989 04/05/2023 PRINTED 500 ARTESIA SAWDUST PRODUCTS INC 3,565.63 42990 04/05/2023 PRINTED 6683 ATMAA INC 2,015.00
42991 04/05/2023 PRINTED 598 BADGE FRAME, INC 695.00
42992 04/05/2023 PRINTED 1374 BALCO HOLDINGS INC 1,801.00 42993 04/05/2023 PRINTED 1130 BLANCO, MARCELO 1,478.60
42994 04/05/2023 PRINTED 819 BRINKS, INC 896.95
42995 04/05/2023 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 612.96 42996 04/05/2023 PRINTED 1479 MAP COMMUNICATIONS INC 1,188.14 42997 04/05/2023 PRINTED 82791 CHEM PRO LLC 317.00
42998 04/05/2023 PRINTED 118781 CARD INTEGRATORS CORPORATION 1,145.07 42999 04/05/2023 PRINTED 35771 COMMERCIAL DOOR CO INC 488.28 43000 04/05/2023 PRINTED 159 CREATIVE SERVICES OF NEW ENGLAND 737.95 43001 04/05/2023 PRINTED 1165 EWING IRRIGATION 667.10
43002 04/05/2023 PRINTED 1587 EXPRESS BRAKE SUPPLY & DISTRIBUTORS INC 930.21 43003 04/05/2023 PRINTED 576 FARONICS TECHNOLOGIES USA INC 2,125.80 43004 04/05/2023 PRINTED 4456 FEDERAL EXPRESS 75.30
43005 04/05/2023 PRINTED 123041 FRIENDS OF UPL ANML SHLTR INC 200.00 43006 04/05/2023 PRINTED 78 FRONTIER 340.00
43007 04/05/2023 PRINTED 111251 GNA BROOK FIRE PROTECTION INC 248.25 43008 04/05/2023 PRINTED 290 GRAINGER 163.75
43009 04/05/2023 PRINTED 306 HACH CO 906.56
43010 04/05/2023 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH, LLC 800.00 43011 04/05/2023 PRINTED 15090 HOLLIDAY TRUCKING INC 5,163.16 43012 04/05/2023 PRINTED 16340 INFOSEND INC 4,084.90
43013 04/05/2023 PRINTED 36271 INLAND EMPIRE PRINTING 315.17 43014 04/05/2023 PRINTED 3430 INLAND EMPIRE STAGES, LTD 1,396.88 43015 04/05/2023 PRINTED 5161 INTOXIMETERS INC 1,733.46 43016 04/05/2023 PRINTED 635 RENTOKIL NORTH AMERICA INC 272.25 43017 04/05/2023 PRINTED 48371 JEEP CHRYSLER OF ONTARIO 1,326.40 43018 04/05/2023 PRINTED 4500 KOONTZ, CLYDE 1,219.13
43019 04/05/2023 PRINTED 373 LA POLICE GEAR INC 5,233.86 43020 04/05/2023 PRINTED 59 MALLORY SAFETY AND SUPPLY 389.24 43021 04/05/2023 PRINTED 879 MOTOROLA SOLUTIONS, INC 20,064.95 43022 04/05/2023 PRINTED 5109 MR KEYS-AABOC-JACKS 608.41 43023 04/05/2023 PRINTED 16877 NEXTDAY DELIVERY SERVICE, LLC 281.56 43024 04/05/2023 PRINTED 1512 NOTCHICK, JOSEPH 178.58
43025 04/05/2023 PRINTED 4509 PARKHOUSE TIRE INC 1,668.86 43026 04/05/2023 PRINTED 1159 PARKMOBILE LLC 750.00
43027 04/05/2023 PRINTED 909 PSYCHOLOGICAL CONSULTING ASSOCIATES INC 3,960.00 43028 04/05/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 300.00 43029 04/05/2023 PRINTED 90591 S & J SUPPLY CO INC 3,158.32 43030 04/05/2023 PRINTED 107 SITEONE LANDSCAPE SUPPLY HOLDING LLC 566.46 43031 04/05/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 155.45 43032 04/05/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 2,176.27 43033 04/05/2023 PRINTED 127551 STEVE'S HEATING AND AIR 6,890.00 43034 04/05/2023 PRINTED 417 E&S TOWING ENTERPRISES, INC 1,350.00 43035 04/05/2023 PRINTED 935 TERMINIX INTERNATIONAL 159.00 43036 04/05/2023 PRINTED 11583 THOMPSON PLUMBING SUPPLY 279.47 43037 04/05/2023 PRINTED 483 ULINE, INC 253.64
43038 04/05/2023 PRINTED 4481 V C A CENTRAL ANIMAL HOSPITAL 518.46 City of Upland
Accounts Payable Check Reconciliation Register
04/01/2023 - 04/30/2023
Prepared By: Maria Serna Page 1 of 7 5/1/2023Page 72 of 268
CHECK #CHECK DATE CHECK TYPE VENDOR #VENDOR NAME CHECK AMOUNT 43039 04/05/2023 PRINTED 134051 WEST COAST LIGHTS AND SIRENS 234.14 43040 04/05/2023 PRINTED 766 WEST END CONSOLIDATED WATER CO 370,496.00 43041 04/05/2023 PRINTED 1188 WHITE CAP, L.P.1,539.19
43042 04/05/2023 PRINTED 1325 WILLDAN ENGINEERING 2,985.75 43043 04/05/2023 PRINTED 55711 R F WHITE CO. INC 418.52 43044 04/05/2023 PRINTED 999999 CARLOS TORRES 79.00
43045 04/05/2023 PRINTED 999999 ESTELA GALLARDO 100.00
43046 04/05/2023 PRINTED 999999 FRANK YU 79.00
43047 04/05/2023 PRINTED 999999 MONICA LEYBA 100.00
43048 04/05/2023 PRINTED 999999 OSCAR PLATA 79.00
43049 04/12/2023 PRINTED 99181 ACCOUNTEMPS 1,620.00
43050 04/12/2023 PRINTED 291 ADVANCE STORE CO, INC 1,683.68 43051 04/12/2023 PRINTED 1243 AMERICAN GLOBAL SECURITY, INC 11,412.81 43052 04/12/2023 PRINTED 1291 AMTECH ELEVATOR SERVICES 1,211.64 43053 04/12/2023 PRINTED 12378 ATKINSON ANDELSON LOYA RUDD 6,974.60 43054 04/12/2023 PRINTED 6683 ATMAA INC 1,005.00
43055 04/12/2023 PRINTED 862 BADGER METER INC 4,209.34
43056 04/12/2023 PRINTED 1503 BROWN AND CALDWELL 2,682.16 43057 04/12/2023 PRINTED 5944 BURRTEC WASTE INDUSTRIES 862,063.85 43058 04/12/2023 PRINTED 112 C P CONSTRUCTION CO 20,000.00 43059 04/12/2023 PRINTED 1600 URIEL VILLEGAS 9,800.00
43060 04/12/2023 PRINTED 448 CINTAS CORPORATION 5,084.65 43061 04/12/2023 PRINTED 1423 CIR INC 3,266.16
43062 04/12/2023 PRINTED 475 CITY OF MONTCLAIR 4,075.31 43063 04/12/2023 PRINTED 163 CLINICAL LABORATORY OF SAN BERNARDINO, INC 609.00 43064 04/12/2023 PRINTED 366 CRAFCO INC 2,513.27
43065 04/12/2023 PRINTED 1500 ONLINE REPLACEMENT CUSHIONS INC 84.05 43066 04/12/2023 PRINTED 1153 DENCO LIEN SALES, INC 170.00 43067 04/12/2023 PRINTED 1002 DUNN-EDWARDS 1,070.34
43068 04/12/2023 PRINTED 82651 ECONOLITE SYSTEMS 21,850.47 43069 04/12/2023 PRINTED 1165 EWING IRRIGATION 1,951.87 43070 04/12/2023 PRINTED 4456 FEDERAL EXPRESS 69.52
43071 04/12/2023 PRINTED 1486 FLORES, NORMA 115.67
43072 04/12/2023 PRINTED 96251 FORD OF UPLAND 1,054.62
43073 04/12/2023 PRINTED 58311 G H A TECHNOLOGIES 514.86 43074 04/12/2023 PRINTED 1192 GATEWAY PACIFIC CONTRACTORS, INC 138,544.77 43075 04/12/2023 PRINTED 85921 GENERATOR SERVICES CO 2,320.01 43076 04/12/2023 PRINTED 290 GRAINGER 134.11
43077 04/12/2023 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH, LLC 1,000.00 43078 04/12/2023 PRINTED 15090 HOLLIDAY TRUCKING INC 15,489.48 43079 04/12/2023 PRINTED 4495 HOSE-MAN INC 134.21
43080 04/12/2023 PRINTED 1604 IMS INFRASTRUCTURE MANAGEMENT SERVICES, LP 57,808.00 43081 04/12/2023 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 43,827.80 43082 04/12/2023 PRINTED 4137 INLAND FAIR HOUSING MEDIATION BOARD/FHMB 3,946.26 43083 04/12/2023 PRINTED 1371 INNOVATIVE PLAYGROUNDS COMPANY, INC 115,256.96 43084 04/12/2023 PRINTED 106951 INTEGRATED TECHNOLOGY 496.10 43085 04/12/2023 PRINTED 1133 DISTRIBUTOR OPERATIONS INC 204.67 43086 04/12/2023 PRINTED 114501 INTERWEST CONSULTING GROUP 17,120.00 43087 04/12/2023 PRINTED 51311 IWORQ SYSTEMS INC 4,554.00 43088 04/12/2023 PRINTED 284 J G BAUTISTA CONSULTING 5,400.00 43089 04/12/2023 PRINTED 32791 J J KELLER & ASSOCIATES INC 1,446.33 43090 04/12/2023 PRINTED 772 KIDS SPORTS NEWS NETWORK 3,750.00 43091 04/12/2023 PRINTED 26101 KONICA MINOLTA 4,369.27
43092 04/12/2023 PRINTED 1518 KRONICK MOSKOVITZ TIEDEMANN & GIRARD 40,426.53 43093 04/12/2023 PRINTED 15595 L D M ASSOCIATES INC 28,638.75 43094 04/12/2023 PRINTED 102 LIGHTING INSTYLE 56.66
43095 04/12/2023 PRINTED 16385 MAIN STREET SIGNS 4,506.86 43096 04/12/2023 PRINTED 21341 MATT CHLOR INC 914.53
43097 04/12/2023 PRINTED 1409 MILLER, PATRICIA 30.79
43098 04/12/2023 PRINTED 824 MK CONSULTING 2,368.02
Prepared By: Maria Serna Page 2 of 7 5/1/2023Page 73 of 268
CHECK #CHECK DATE CHECK TYPE VENDOR #VENDOR NAME CHECK AMOUNT 43099 04/12/2023 PRINTED 238 MOUNTAIN VIEW CHEVROLET 118.72 43100 04/12/2023 PRINTED 16233 MPOWER COMMUNICATIONS 885.43 43101 04/12/2023 PRINTED 1512 NOTCHICK, JOSEPH 86.11
43102 04/12/2023 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 74.00 43103 04/12/2023 PRINTED 6625 P F SERVICES INC 310.00
43104 04/12/2023 PRINTED 992 PRISTINE UNIFORMS, LLC 649.66 43105 04/12/2023 PRINTED 869 PPS ENTERPRISES, INC 4,221.42 43106 04/12/2023 PRINTED 349 RAIN MASTER IRRIGATION SYSTEMS 299.85 43107 04/12/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 600.00 43108 04/12/2023 PRINTED 90591 S & J SUPPLY CO INC 7,262.72 43109 04/12/2023 PRINTED 11671 SAN BERNARDINO COUNTY 30,970.35 43110 04/12/2023 PRINTED 1613 SOUTHERN CALIFORNIA ASSOCIATION OF 425.00 43111 04/12/2023 PRINTED 507 SILVER & WRIGHT LLP 1,602.13 43112 04/12/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 1,319.10 43113 04/12/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 7,720.80 43114 04/12/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 669.00 43115 04/12/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 795.93 43116 04/12/2023 PRINTED 69231 STEP SAVER CA LLC 778.13 43117 04/12/2023 PRINTED 120841 STUMP FENCE CO 4,650.00 43118 04/12/2023 PRINTED 11583 THOMPSON PLUMBING SUPPLY 571.05 43119 04/12/2023 PRINTED 18181 TIERRA WEST ADVISORS LLC 155.00 43120 04/12/2023 PRINTED 3557 UNDERGROUND SERVICE ALERT 522.65 43121 04/12/2023 PRINTED 148 UPLAND CHAMBER OF COMMERCE 1,500.00 43122 04/12/2023 PRINTED 1595 VALLEY MAINTENANCE CORP 8,015.00 43123 04/12/2023 PRINTED 14735 VERIZON WIRELESS 213.07
43124 04/12/2023 PRINTED 98971 WARNER, MARC 199.32
43125 04/12/2023 PRINTED 1725 WEST COAST ARBORISTS INC 28,533.10 43126 04/12/2023 PRINTED 134051 WEST COAST LIGHTS AND SIRENS 5,551.72 43127 04/12/2023 PRINTED 1429 WIDE SCANNERS AND SYSTEMS INC 250.00 43128 04/12/2023 PRINTED 999999 DEBBIE PARSONS 100.00
43129 04/19/2023 PRINTED 36721 ALHAMBRA REPROGRAPHICS INC 639.63 43130 04/19/2023 PRINTED 99181 ACCOUNTEMPS 3,580.00
43131 04/19/2023 PRINTED 851 ADVANTAGE SEALING SYSTEMS, INC 282.74 43132 04/19/2023 PRINTED 1380 ADVANTEC CONSULTING ENGINEERS, INC 8,640.00 43133 04/19/2023 PRINTED 1396 ALVAREZ, MARIA ELENA 436.05 43134 04/19/2023 PRINTED 1389 AVALOS, LIZZET 642.20
43135 04/19/2023 PRINTED 3987 BALDY VIEW GYMNASTICS 885.55 43136 04/19/2023 PRINTED 1348 BAST, KAY 299.25
43137 04/19/2023 PRINTED 1046 BIDDLE, AMY L 2,532.43
43138 04/19/2023 PRINTED 819 BRINKS, INC 931.58
43139 04/19/2023 PRINTED 325 CALIFORNIA ASSOCIATION OF CODE ENFORCEMENT 100.00 43140 04/19/2023 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 5,343.95 43141 04/19/2023 PRINTED 83401 CARL WARREN & CO 3,968.00 43142 04/19/2023 PRINTED 84141 CARTY, DIANE 239.40
43143 04/19/2023 PRINTED 12511 CALIFORNIA COMPUTER SCHOOLS 125.00 43144 04/19/2023 PRINTED 363 CHINO MOWER & ENGINE SERVICE 1,025.09 43145 04/19/2023 PRINTED 4696 CUCAMONGA VALLEY WATER DISTRIC 68.24 43146 04/19/2023 PRINTED 1385 DAVID TAUSSIG & ASSOCIATES, INC.15,961.00 43147 04/19/2023 PRINTED 16636 DELL MARKETING LP 38,759.44 43148 04/19/2023 PRINTED 99418 FRANCHISE TAX BOARD 55.28 43149 04/19/2023 PRINTED 78 FRONTIER 564.11
43150 04/19/2023 PRINTED 78 FRONTIER 99.10
43151 04/19/2023 PRINTED 78 FRONTIER 1,773.83
43152 04/19/2023 PRINTED 78 FRONTIER 128.25
43153 04/19/2023 PRINTED 78 FRONTIER 660.00
43154 04/19/2023 PRINTED 78 FRONTIER 660.00
43155 04/19/2023 PRINTED 78 FRONTIER 660.00
43156 04/19/2023 PRINTED 78 FRONTIER 1,220.00
43157 04/19/2023 PRINTED 78 FRONTIER 90.30
43158 04/19/2023 PRINTED 5661 G & M BUSINESS INTERIORS 942.69 Prepared By: Maria Serna Page 3 of 7 5/1/2023Page 74 of 268
CHECK #CHECK DATE CHECK TYPE VENDOR #VENDOR NAME CHECK AMOUNT 43159 04/19/2023 PRINTED 58311 G H A TECHNOLOGIES 16,277.42 43160 04/19/2023 PRINTED 1375 GANDARA, JESSICA 282.17
43161 04/19/2023 PRINTED 290 GRAINGER 834.53
43162 04/19/2023 PRINTED 3231 HINDERLITER, DE LLAMAS & ASSOCIATES 3,673.43 43163 04/19/2023 PRINTED 329 HOLLIDAY ROCK CO INC 8,250.60 43164 04/19/2023 PRINTED 16340 INFOSEND INC 5,333.94
43165 04/19/2023 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 1,017.54 43166 04/19/2023 PRINTED 114501 INTERWEST CONSULTING GROUP 3,922.50 43167 04/19/2023 PRINTED 80561 KEENAN & ASSOCIATES 12,237.00 43168 04/19/2023 PRINTED 937 TURNER, KIMBERLY 3,954.00
43169 04/19/2023 PRINTED 1287 KOFF & ASSOCIATES 3,836.25 43170 04/19/2023 PRINTED 3020 LAW ENFORCEMENT MEDICAL SVCS 1,620.00 43171 04/19/2023 PRINTED 1622 MAUST, SHANNON 199.31
43172 04/19/2023 PRINTED 203 MV CHENG & ASSOCIATE 3,806.25 43173 04/19/2023 PRINTED 16877 NEXTDAY DELIVERY SERVICE, LLC 276.58 43174 04/19/2023 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 57.50 43175 04/19/2023 PRINTED 1601 PARKER, STEPHEN 10.00
43176 04/19/2023 PRINTED 21711 PARSONS, DEBORAH 51.30
43177 04/19/2023 PRINTED 532 PATTON SALES CORP 1,056.70 43178 04/19/2023 PRINTED 33021 PELLITTERI, CHRISTOPHER 365.75 43179 04/19/2023 PRINTED 3221 PYRO SPECTACULAR INC 22,983.00 43180 04/19/2023 PRINTED 10638 RICHARDS, WATSON & GERSHON 561.50 43181 04/19/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 300.00 43182 04/19/2023 PRINTED 210 SALDANA DIAZ, NURYS E.512.63 43183 04/19/2023 PRINTED 131121 SHRED-IT USA JV LLC 81.00 43184 04/19/2023 PRINTED 131121 SHRED-IT USA JV LLC 113.40 43185 04/19/2023 PRINTED 407 SINGLETON, DENICE 347.70
43186 04/19/2023 PRINTED 3835 SOUTH COAST A Q M D 3,086.91 43187 04/19/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 714.51 43188 04/19/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 1,034.13 43189 04/19/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 144.98 43190 04/19/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 134.98 43191 04/19/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 105.37 43192 04/19/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS, LLC 213.48 43193 04/19/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 973.49 43194 04/19/2023 PRINTED 26 STATE CONTROLLER 3,195.36
43195 04/19/2023 PRINTED 69231 STEP SAVER CA LLC 1,579.14 43196 04/19/2023 PRINTED 1299 MARUTI HOSPITALITY LLC 4,901.71 43197 04/19/2023 PRINTED 2439 T K E ENGINEERING INC 21,654.70 43198 04/19/2023 PRINTED 1154 T-MOBILE USA 50.00
43199 04/19/2023 PRINTED 1156 T.R.L. SYSTEMS, INC 220.00 43200 04/19/2023 PRINTED 1347 TINKERSPACE, INC 179.55
43201 04/19/2023 PRINTED 68821 TOTAL CORPORATE SOLUTIONS 315.00 43202 04/19/2023 PRINTED 1296 TRANSTECH 4,292.50
43203 04/19/2023 PRINTED 148 UPLAND CHAMBER OF COMMERCE 20.00 43204 04/19/2023 PRINTED 133941 VERIZON 1,490.06
43205 04/19/2023 PRINTED 14735 VERIZON WIRELESS 160.90
43206 04/19/2023 PRINTED 14735 VERIZON WIRELESS 490.96
43207 04/19/2023 PRINTED 14735 VERIZON WIRELESS 282.22
43208 04/19/2023 PRINTED 14735 VERIZON WIRELESS 320.08
43209 04/19/2023 PRINTED 14735 VERIZON WIRELESS 121.32
43210 04/19/2023 PRINTED 14735 VERIZON WIRELESS 213.07
43211 04/19/2023 PRINTED 14735 VERIZON WIRELESS 120.05
43212 04/19/2023 PRINTED 14735 VERIZON WIRELESS 40.01
43213 04/19/2023 PRINTED 14735 VERIZON WIRELESS 40.01
43214 04/19/2023 PRINTED 14735 VERIZON WIRELESS 46.52
43215 04/19/2023 PRINTED 14735 VERIZON WIRELESS 469.26
43216 04/19/2023 PRINTED 14735 VERIZON WIRELESS 880.24
43217 04/19/2023 PRINTED 14735 VERIZON WIRELESS 842.79
43218 04/19/2023 PRINTED 14735 VERIZON WIRELESS 3,444.66 Prepared By: Maria Serna Page 4 of 7 5/1/2023Page 75 of 268
CHECK #CHECK DATE CHECK TYPE VENDOR #VENDOR NAME CHECK AMOUNT 43219 04/19/2023 PRINTED 14735 VERIZON WIRELESS 11,077.74 43220 04/19/2023 PRINTED 766 WEST END CONSOLIDATED WATER CO 7,011.65 43221 04/19/2023 PRINTED 1325 WILLDAN ENGINEERING 2,028.75 43222 04/19/2023 PRINTED 5193 ZAILO, ROBERT 372.60
43223 04/19/2023 PRINTED 999999 LENNAR 18,300.00
43224 04/26/2023 PRINTED 82591 1-800 RADIATOR 149.77
43225 04/26/2023 PRINTED 73931 4IMPRINT 475.36
43226 04/26/2023 PRINTED 99181 ACCOUNTEMPS 1,960.00
43227 04/26/2023 PRINTED 291 ADVANCE STORE CO, INC 2,423.66 43228 04/26/2023 PRINTED 358 ADVANCED AUTO, SMOG CHECK CENTER 31.75 43229 04/26/2023 PRINTED 3 AIRGAS USA LLC 3,389.33
43230 04/26/2023 PRINTED 1615 ALISON GRAY SVILAR LOUKEH 700.00 43231 04/26/2023 PRINTED 1598 CLAWA ENTERPRISE INC 4,935.00 43232 04/26/2023 PRINTED 131971 ANNEALTA GROUP 8,400.00 43233 04/26/2023 PRINTED 289 ARROW TRAILER SUPPLIES INC 100.92 43234 04/26/2023 PRINTED 119661 BEST BEST & KRIEGER LLP 44,938.59 43235 04/26/2023 PRINTED 95868 BOARD OF EQUALIZATION 2,357.24 43236 04/26/2023 PRINTED 1193 BRIDGEPAY NETWORK SOLUTIONS 58.90 43237 04/26/2023 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 526.93 43238 04/26/2023 PRINTED 1877 FRANCISCO MONRREAL 332.45 43239 04/26/2023 PRINTED 118781 CARD INTEGRATORS CORPORATION 350.00 43240 04/26/2023 PRINTED 1306 COMPLETE PAPERLESS SOLUTIONS 17,292.50 43241 04/26/2023 PRINTED 1630 CORTEZ, JACOBB 244.33
43242 04/26/2023 PRINTED 45421 COSTAR REALTY INFORMATION GROUP INC 604.00 43243 04/26/2023 PRINTED 1629 COTTO, DIANE 473.79
43244 04/26/2023 PRINTED 366 CRAFCO INC 986.72
43245 04/26/2023 PRINTED 16636 DELL MARKETING LP 40,281.63 43246 04/26/2023 PRINTED 124 DEPARTMENT OF JUSTICE 205.00 43247 04/26/2023 PRINTED 816 DOG WASTE DEPOT 1,264.40
43248 04/26/2023 PRINTED 10485 EXPERIAN 77.00
43249 04/26/2023 PRINTED 1587 EXPRESS BRAKE SUPPLY & DISTRIBUTORS INC 473.78 43250 04/26/2023 PRINTED 576 FARONICS TECHNOLOGIES USA INC 2,125.80 43251 04/26/2023 PRINTED 1486 FLORES, NORMA 379.60
43252 04/26/2023 PRINTED 78 FRONTIER 43.04
43253 04/26/2023 PRINTED 78 FRONTIER 651.18
43254 04/26/2023 PRINTED 255 DENNIS SILLETTO & ASSOCIATES 215.68 43255 04/26/2023 PRINTED 290 GRAINGER 643.32
43256 04/26/2023 PRINTED 306 HACH CO 137.90
43257 04/26/2023 PRINTED 131101 HARRINGTON INDUSTRIAL PLASTICS 26.62 43258 04/26/2023 PRINTED 329 HOLLIDAY ROCK CO INC 739.17 43259 04/26/2023 PRINTED 4137 INLAND FAIR HOUSING MEDIATION BOARD/FHMB 13,139.71 43260 04/26/2023 PRINTED 106951 INTEGRATED TECHNOLOGY 1,149.58 43261 04/26/2023 PRINTED 1161 IPS GROUP INC 23.49
43262 04/26/2023 PRINTED 1173 JHD PLANNING, LLC 16,415.00 43263 04/26/2023 PRINTED 41971 JOHNSON, KERI 875.55
43264 04/26/2023 PRINTED 333 KAPAN KENT CO INC 2,153.22 43265 04/26/2023 PRINTED 1039 KOALA T'S AND APPAREL, LLC 283.38 43266 04/26/2023 PRINTED 96231 LABASTIDA CONSTRUCTION 12,807.00 43267 04/26/2023 PRINTED 91491 LIBRARY SYSTEMS & SERVICES LLC 14,743.00 43268 04/26/2023 PRINTED 134 LINKO TECHNOLOGY INC 3,488.66 43269 04/26/2023 PRINTED 16385 MAIN STREET SIGNS 694.18 43270 04/26/2023 PRINTED 18381 MOUNTAIN MOTOR SPORTS 3,186.08 43271 04/26/2023 PRINTED 16233 MPOWER COMMUNICATIONS 233.37 43272 04/26/2023 PRINTED 7816 MR T'S TOWING INC 1,350.00 43273 04/26/2023 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 183.00 43274 04/26/2023 PRINTED 6625 P F SERVICES INC 150.00
43275 04/26/2023 PRINTED 4509 PARKHOUSE TIRE INC 3,403.58 43276 04/26/2023 PRINTED 1159 PARKMOBILE LLC 43.75
43277 04/26/2023 PRINTED 1625 PAMLA M JOHNSON 614.60
43278 04/26/2023 PRINTED 1312 PB LOADER COPORATION 187,012.38 Prepared By: Maria Serna Page 5 of 7 5/1/2023Page 76 of 268
CHECK #CHECK DATE CHECK TYPE VENDOR #VENDOR NAME CHECK AMOUNT 43279 04/26/2023 PRINTED 90591 S & J SUPPLY CO INC 646.33 43280 04/26/2023 PRINTED 601 SAN ANTONIO WATER CO 193,082.99 43281 04/26/2023 PRINTED 653 SAVANT SOLUTIONS INC 20,766.74 43282 04/26/2023 PRINTED 1626 TRMERGE CORP DBA SERVPRO OF NORTHWEST ONTARIO 10,500.00 43283 04/26/2023 PRINTED 1578 SKAUG TRUCK BODY WORKS 589.84 43284 04/26/2023 PRINTED 637 SMART & FINAL IRIS CO 459.12 43285 04/26/2023 PRINTED 18062 SOFFA ELECTRIC INC 4,535.00 43286 04/26/2023 PRINTED 1106 SPORT PINS INTERNATIONAL, INC 1,131.38 43287 04/26/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 1,993.38 43288 04/26/2023 PRINTED 492 STEVE'S PROFESSIONAL GLASS TINTING & AUTO SECURITY 1,500.25 43289 04/26/2023 PRINTED 417 E&S TOWING ENTERPRISES, INC 1,500.00 43290 04/26/2023 PRINTED 4463 THE COUNSELING TEAM 1,800.00 43291 04/26/2023 PRINTED 62321 U.S. TELEPACIFIC CORP 2,525.88 43292 04/26/2023 PRINTED 62321 U.S. TELEPACIFIC CORP 893.76 43293 04/26/2023 PRINTED 62321 U.S. TELEPACIFIC CORP 909.68 43294 04/26/2023 PRINTED 62571 HD SUPPLY FACILITIES MAINTENANCE LTD.210.26 43295 04/26/2023 PRINTED 1413 VAZQUEZ, DIANA 55.60
43296 04/26/2023 PRINTED 14735 VERIZON WIRELESS 5,380.13 43297 04/26/2023 PRINTED 760 WATER FACILITIES AUTHORITY 4,337.16 43298 04/26/2023 PRINTED 1282 WESTERN ALLIANCE BUSINESS TRUST 85,812.15 43299 04/26/2023 PRINTED 14050 WILLDAN FINANCIAL SERVICES 21,521.42 43300 04/26/2023 PRINTED 1345 YOUR PROPERTY SOLUTIONS 4,537.50 43301 04/26/2023 PRINTED 999999 ALL CITY PLUMBING 318.40 43302 04/26/2023 PRINTED 999999 CHEN LEE 200.00
43303 04/26/2023 PRINTED 999999 GINGER RUDISILL 30.00
43304 04/26/2023 PRINTED 999999 UPLAND SPORTS ARENA 1,000.00 43305 04/26/2023 PRINTED 529 KAISER FOUNDATION HEALTH PLAN 179,123.54 43306 04/26/2023 PRINTED 15750 AFLAC PREMIUM HOLDING 1,648.12 43307 04/26/2023 PRINTED 1123 HYATT LEGAL PLANS, INC 756.00 43308 04/26/2023 PRINTED 16823 PRE PAID LEGAL SVC, INC 86.70 43309 04/26/2023 PRINTED 1310 UNITED PET CARE LLC 630.50 43310 04/27/2023 PRINTED 88061 HISTORIC DOWNTOWN UPLAND 10,000.00 PRINTED CHECKS (327 COUNT)3,268,225.73
40323001 04/03/2023 MANUAL 116231 NEOPOST USA INC 50.00 40423001 04/04/2023 MANUAL 43651 U S BANK NATIONAL ASSN 35,928.88 40423002 04/04/2023 MANUAL 543 SOUTHERN CALIF GAS COMPANY 11,936.54 40423003 04/04/2023 MANUAL 32091 SOUTHERN CALIF EDISON CO 28,441.06 40523001 04/05/2023 MANUAL 1337 STANDARD INSURANCE COMPANY 2,868.39 40523002 04/05/2023 MANUAL 83401 CARL WARREN & CO 23,500.00 40523003 04/05/2023 MANUAL 153 INLAND EMPIRE UTILITIES AGENCY 611,167.78 40623002 04/06/2023 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 950.00 40623003 04/06/2023 MANUAL 621 KAREN LONG 187.50
40623004 04/06/2023 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 287.50 40623006 04/06/2023 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,065.00 40623007 04/06/2023 MANUAL 618 ICMA-RC 1,750.00
40623008 04/06/2023 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 988.50 40623009 04/06/2023 MANUAL 441 MIDAMERICA ADMIN & RETIREMENT SOLUTIONS, LLC 2,072.82 40623010 04/06/2023 MANUAL 1594 COBRA PROFESSIONALS, INC 1,880.49 40723001 04/07/2023 MANUAL 1499 EMPOWER TRUST COMPANY, LLC 59,301.30 40723002 04/07/2023 MANUAL 624 DEPT OF THE TREASURY 100.00 40723003 04/07/2023 MANUAL 1589 LIVELY INC 1,714.45
40723004 04/07/2023 MANUAL 65181 CALPERS 171,139.60
41223001 04/12/2023 MANUAL 32091 SOUTHERN CALIF EDISON CO 64,404.77 41223002 04/12/2023 MANUAL 65181 CALPERS 171,303.65
41823001 04/18/2023 MANUAL 10720 CITIZENS BUSINESS BANK 75,400.00 41823002 04/18/2023 MANUAL 10720 CITIZENS BUSINESS BANK 16,060.00 41923001 04/19/2023 MANUAL 91491 LIBRARY SYSTEMS & SERVICES LLC 115,962.00 42123001 04/21/2023 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 940.00 42123002 04/21/2023 MANUAL 621 KAREN LONG 187.50
Prepared By: Maria Serna Page 6 of 7 5/1/2023Page 77 of 268
CHECK #CHECK DATE CHECK TYPE VENDOR #VENDOR NAME CHECK AMOUNT 42123003 04/21/2023 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 287.50 42123004 04/21/2023 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,065.00 42123005 04/21/2023 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 904.00 42123006 04/21/2023 MANUAL 1594 COBRA PROFESSIONALS, INC 1,859.90 42123007 04/21/2023 MANUAL 441 MIDAMERICA ADMIN & RETIREMENT SOLUTIONS, LLC 2,037.18 42123008 04/21/2023 MANUAL 618 ICMA-RC 1,787.50
42123009 04/21/2023 MANUAL 1499 EMPOWER TRUST COMPANY, LLC 60,315.98 42423001 04/24/2023 MANUAL 624 DEPT OF THE TREASURY 100.00 42423002 04/24/2023 MANUAL 11484 U S BANK 1,000,000.00
42523001 04/25/2023 MANUAL 32091 SOUTHERN CALIF EDISON CO 156,826.45 42523002 04/25/2023 MANUAL 760 WATER FACILITIES AUTHORITY 223,226.35 42523003 04/25/2023 MANUAL 441 MIDAMERICA ADMIN & RETIREMENT SOLUTIONS, LLC 30,255.59 42523004 04/25/2023 MANUAL 1589 LIVELY INC 1,620.77
42523005 04/25/2023 MANUAL 1449 CALIFORNIA ASSET MANAGEMENT PROGRAM - CAMP 4,000,000.00 42623001 04/26/2023 MANUAL 83401 CARL WARREN & CO 50,583.04 42623002 04/26/2023 MANUAL 83401 CARL WARREN & CO 55,000.00 42623003 04/26/2023 MANUAL 80561 KEENAN & ASSOCIATES 212,593.17 42623004 04/26/2023 MANUAL 114711 METROPOLITAN LIFE INSURANCE CO 2,135.08 42623005 04/26/2023 MANUAL 960 MUNICIPAL DENTAL POOL 23,757.87 42623006 04/26/2023 MANUAL 754 PUBLIC AGENCY COALITION ENTERPRISE 109,572.85 42623007 04/26/2023 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 6,166.67 42623008 04/26/2023 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 6,177.78 42623009 04/26/2023 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 6,188.69 42623010 04/26/2023 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 6,224.77 42623011 04/26/2023 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 6,588.47 42623012 04/26/2023 MANUAL 1449 CALIFORNIA ASSET MANAGEMENT PROGRAM - CAMP 4,000,000.00 42623013 04/26/2023 MANUAL 116231 NEOPOST USA INC 5,000.00 42723001 04/27/2023 MANUAL 1337 STANDARD INSURANCE COMPANY 2,822.55 MANUAL CHECKS (54 COUNT)11,380,684.89$
PRINTED CHECKS (327 COUNT)3,268,225.73$
MANUAL CHECKS (54 COUNT)11,380,684.89$
PRINTED & MANUAL CHECK TOTALS 14,648,910.62$
Prepared By: Maria Serna Page 7 of 7 5/1/2023Page 78 of 268
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: STEPHEN PARKER, ASSISTANT CITY MANAGER
PREPARED BY: BRADEN YU, PUBLIC WORKS DIRECTOR
ALAN FRENCH, PRINCIPAL ENGINEER
YESENIA DIAZ, ASSISTANT ENGINEER
SUBJECT: CONSIDER ACCEPTANCE OF AGREEMENTS FOR WATER QUALITY MANAGEMENT
PLANS FOR VARIOUS PROJECT LOCATIONS
RECOMMENDED ACTION:
It is recommended that the City Council approve the Covenant and Agreements Regarding Water Quality Management Plan for CUP 10-02, SI 20-37, and PM 20448; and authorize execution and recordation of said agreements.
GOAL STATEMENT
The proposed action supports the City's goal to adhere to a review schedule for the processing of development proposals in an efficient, professionally responsive, and courteous manner.
BACKGROUND
In compliance with the statewide General Permit for Storm Water Discharges from Construction Activity (Order No. 99-08-DWQ: NPDES No. CAS000002), as amended by 2010 NPDES Municipal Separate Storm Sewer System (MS4) Permit and subsequent amendments, which require preparation, installation, and maintenance of post -construction Best Management Practices (BMP) for new development and significant redevelopment, the City of Upland is required as co-permittee with San Bernardino County and other surrounding cities to practice and implement the regulations.
These regulations require all development projects to prepare and submit for approval, a site-specific Water Quality Management Plan (WQMP). The implementation of the WQMP also requires that the Developer provide long-term maintenance of all BMP's installed for the development project. The Covenant and Agreement is the binding document that ensures the Developer will provide this long-term maintenance; however, beginning in March 2019, the Developer is also required to provide a $10,000 security deposit which will be used in the event said Developer fails to provide proper long-term maintenance and the City must perform the maintenance to ensure compliance with the General Construction Permit.
Since MS4's November 16, 1990 promulgation by the Environmental Protection Agency (EPA) which instituted submission of WQMP, the WQMP Guidelines included a template titled "Covenant and Agreement Regarding Water Quality Management Plan and Storm Drain Best Management Practices Transfer, Access and Maintenance". These agreements, once executed, will be part of the approved WQMP document.
ISSUES AND ANALYSIS
CUP 10-02 is the ARCO gas station located at 1138 E 20th Street, SI 20-37 is a shopping center located at 555 E.
Foothill Boulevard, and PM 20448 is a business park located at 2068 11 th Street. Location maps and agreements are provided for each project.
Two of the development projects included in this report, CUP 10-02, and SI 20-37, are exempt from the required $10,000 security deposit as they were approved by the Planning Commission prior to the implementation of the deposit policy in March 2019.
ENVIRONMENTAL DETERMINATION
This is not a project.
FISCAL IMPACTS
There is no fiscal impact associated with this action.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Not a Project
EXHIBIT A
(Legal DescripƟon)
PARCEL MAP NO. 17447 PARCEL4, EXCEPTING THERE FROM THAT PORTION OF SAID PARCEL4, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTH EASTERLY CORNER OF PARCEL 3 OF SAID PARCEL MAP NO. 17447, SAID POINT BEING THE BEGINNING OF A NON‐TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 467.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 14 DEG 24 MIN 14 SECONDS WEST; THENCE NORTH EASTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 4 AND ALONG SAID CURVE AN ARC LENGTH OF 39.04 FEET, THROUGH A CENTRAL ANGLE OF 04 DEG 47 MIN 20 SECONDS TO A POINT ON A LINE THAT IS PARALLEL WITH AND DISTANT 38.22 FEET EASTERLY OF THE EASTERLY LINE OF SAID PARCEL 3; THENCE SOUTH 00 DEG 23 MIN 31S ECONDS EAST, 287.18 FEET ALONG SAID PARALLEL LINE TO A POINT ON THE SOUTH
EXHIBIT B
(Map / IllustraƟon)
CUP 10‐02
LOCATION MAP
EXHIBIT A
(Legal DescripƟon)
COLLEGE HEIGHTS TRACT LOT 44 AND ELY 8 FT LOT 45
EXHIBIT B
(Map / IllustraƟon)
vicit
PM 20448
LOCATION MAP
EXHIBIT A
(Legal DescripƟon)
ONTARIO COLONY LANDS THAT PTN LOT 518 BEG 30 FT E SW COR SD LOT 518 TH E 340 FT E ALG SLY LI SD LOT 518 TH N 180 FT PARA WITH S/LI SD LOT 518 TH W 340 FT PARA WITH SLY LI SD OT 518 TH S 180 FT TO POB EX S 7FT EX ST
EXHIBIT B
(Map / IllustraƟon)
SE 07‐87, AD 12‐13, SI 20‐37
LOCATION MAP
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: BRADEN YU, PUBLIC WORKS DIRECTOR
ALAN FRENCH, PRINCIPAL ENGINEER
SUBJECT: CONSIDER APPROVAL OF PARCEL MAP 20558 AND SUBDIVISION AGREEMENT, LOCATED AT 867 EAST 11TH STREET
RECOMMENDED ACTION:
It is recommended that the City Council approve Parcel Map 20558 for recordation and authorize the City Manager to sign the subdivision agreement.
GOAL STATEMENT
The proposed action supports the City’s goal to adhere to a review schedule for the processing of development proposals in an efficient, professionally responsive, and courteous manner .
BACKGROUND
On July 27, 2022, the Planning Commission adopted Resolution No. 4967 approving TPM 20558 (TPM 22-0001), to subdivide 2.81 acres into two parcels within the residential Multi -family Medium Zone and General Plan Land Designation located at 867 East 11th Street. The existing lot includes the previously approved Conditional Use Permit No. 99, to establish a Convalescent Hospital with incidental board and care and senior citizen development. The map will separate the existing use from the vacant portion of the lot.
There is no associated project submitted to construct anything on Parcel 1 at this time. Parcel 2 will include the existing Convalescent Hospital facilities.
ISSUES AND ANALYSIS
The final map approval and recordation will allow for the sale of the newly created lot. The final map is in conformance with the conditions of approval. The frontage improvements on 11th street are existing and an additional easement is required for access and utilities for each parcel. The Subdivision Agreement and a cash monumentation bond in the amount of $5,000 has been received by the City.
ENVIRONMENTAL DETERMINATION
The project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) Guidelines per State CEQA Guidelines 15315 (Minor Land Divisions), Class 15, because the project consists of the division of property in an urbanized area that is zoned Residential Multi-Family (RM-30), into two parcels. The division is in conformance with the General Plan and zoning. There is no environmental public review required for a Categorical Exemption.
FISCAL IMPACTS
There is no fiscal impact associated with this action.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: This Project is Categorically Exempt from the California Environmental Quality Act (CEQA) per State CEQA Guidelines 15315.
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PARCEL 2
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: BRADEN YU, PUBLIC WORKS DIRECTOR
JOHN ROBLES, UTILITIES MANAGER
TANYA GARCIA, MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH NOBEL SYSTEMS INC.
RECOMMENDED ACTION
It is recommended that the City Council approve a professional services agreement with Nobel Systems Inc. (Nobel) for software subscription and support services; and authorize the City Manager to execute the agreement.
GOAL STATEMENT
The proposed action supports the City’s goal to manage the City’s water, sewer, and storm resources and provide staff with resources needed to deliver services to the City of Upland residents.
BACKGROUND
A Geographic Information System (GIS) creates, manages, analyzes, and maps all types of data. GIS can show many kinds of data on one map, such as streets, buildings, property data, and utility pipelines. This data is used to better manage City assets, develop maps/exhibits and planning.
On October 25, 2021, City Council approved a Professional Services Agreement with Nobel Systems to purchase the Nobel GeoViewer software (GeoViewer) and implement a data conversion of the City's sewer and storm drain facility improvement drawings and facility information. Since then, the City Council has also approved the addition of a Computerized Maintenance Management System (CMMS) Module to the existing Geoviewer Online and Mobile Application system currently in use within the Public Works Department. CMMS is software that helps manage assets, schedule maintenance and track work orders.
ISSUES AND ANALYSIS
The City has standardized on the following Nobel software, applications and modules listed below. GeoViewer Online
GeoViewer Mobile
Valve Exercise Module
Hydrant Flushing Module
Manhole Inspection Module
Sewer Line Cleaning Module
CCTV Module
USA DigAlert Module
CMMS Module
Staff recommends continuing to utilize the Nobel software and GIS products; to continue with Nobel annual data hosting and unlimited GIS Data Update Support Services; and to add Unlimited GIS Form Creation/Edits Services.
Approval of this agreement will continue service for an additional five years (5-yr) for an annual fee of $86,680.
ENVIRONMENTAL DETERMINATION
Since this project is for software subscription the environmental determination for this project is Categorically Exempt from the California Environmental Quality Act (CEQA).
FISCAL IMPACTS
The total annual contract amount is $86,680 for Nobel software. Funding for these services is already included in the FY 2022/23 operating budget in the Water, Sewer, and Gene ral Funds under account numbers 101-5401-5253, 640- 6201-5253, 640-6211-5258, and 645-6402-5253 and will be budgeted for the next five fiscal years.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Determined to be Exempt.
1 CITY OF UPLAND
PROFESSIONAL SERVICES AGREEMENT
Nobel GIS Software Agreement
This Agreement is made and entered into as of May 9th, 2023 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 (“City”), and Nobel Systems, Inc., a corporation with its principal place of business at 1030 Nevada St, Ste 202 Redlands, CA 92374 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
The City requires the services of GeoViewer, a Geographic Information System (GIS) to provide maintenance and management of the City’s GIS and update other databases that have been integrated with the GIS database. (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services of GeoViewer, a Geographic Information System (GIS) to provide maintenance and management of the City’s GIS and update other databases that have been integrated with the GIS database. The City desires to retain consultant to provide, maintain and manage the GeoViewer application and other databases that have been integrated with the GIS data and provide technical support to the City.
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges of an annual subscription fee per the following schedule: $86,680 per year effective Sep 1, 2023.
b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $86,680.00 [Eighty-Six Thousand Six Hundred Eighty Dollars.] annually. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. The Consultant shall invoice City on a monthly cycle and payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed.
2 c. The City Manager may approve Additional W ork, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the Additional Work exceed fifty thousand dollars ($50,000) unless approved by the City Council.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term.
The term of this Agreement shall be from Sep 1, 2023 to Sep 1, 2028, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
3 c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
4 (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status.
5 (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits.
6 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
7 and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
8 omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
9 indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. “Reserved”
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Balaji Kadaba as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
10 This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Manager
CONSULTANT:
Nobel Systems Inc.
436 East Vanderbilt Way
San Bernardino, CA 92408
Attention: Vice President, Operations
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However,
11 Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, n o director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF UPLAND
AND NOBEL SYSTEMS INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF UPLAND Nobel Systems Inc.
By: By:
Michael Blay
City Manager Its:
Printed Name:
(Two Signatures of Corporate Officers Required
For Corporations)
By:
Its:
Printed Name:
ATTESTED BY:
Keri Johnson
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
13 EXHIBIT A
Scope of Services
Minimum Hardware:
The GeoViewer cloud applications do not require any server infrastructure. Since the GeoViewer Mobile application only works on iOS at this time, field crews will require Apple iPhones or iPads. GeoViewer Desktop application will require Internet Explorer version 11+ at the minimum, and will work on all major browsers, including IE Edge, Google Chrome, Mozilla Firefox.
Nobel has always researched and sought to use the latest and greatest technologies to provide better service to our customers. For this reason, Nobel Systems set out on an extensive R&D effort and decided to shift to the MapBox to host the data. Nobel Systems uses powerful NodeJS servers and utilizes the technologies of top cloud service providers (AWS and Google) and has branched out into the new Internet of Things Space. All these efforts resulted in a dramatic improvement of speed, performance, and overall efficiency of our applications. We are constantly researching and will develop newer tools every month.
The City will have unlimited licenses/users to access GeoViewer Online and GeoViewer Mobile as a part of this agreement.
Nobel will provide the appropriate licenses to City to access its data using the following software:
Base GIS application (GeoViewer Online and GeoViewer Mobile) – See description below The GeoViewer cloud platform utilizes NoSQL as its primary data store to manage big data quickly and efficiently. Most utilities have changing needs as they grow with their enterprise software.
They need to add new fields to run reports, modify their business intelligence dashboards, etc.
Our NoSQL database allows for these changes to be made quickly and easily. The system shall be capable of allowing public access but shall not allow public access except as directed by the City.
GeoViewer Online:
Nobel’s cloud solution, GeoViewer Online, is hosted on servers in a secure tier-4 colocation data facility with an application availability uptime rating of 99.99%. GeoViewer supports the use of several browsers including Google Chrome, Internet Explorer (Version 11+), Firefox, and Safari.
14 Nobel will provide enterprise level access to the City with individual secure user ID’s to manage and distribute to department employees for accessing the GeoViewer Online service. Based upon user ID and associated Groups the end-users will have access to departmental spatial datasets, Google imagery, Google street view and other local government geospatial data through a user-friendly interface. Each user will have unlimited use of GeoViewer Online for as long as the contract remains in force.
• Interface: The system is intuitive, user friendly and graphically oriented so that it could be used by anyone without prior training in GIS
• Performance: Quick load of data that averages to less than 5 seconds load and/or refresh time for large datasets such as aerial photographs
• Flexibility & Scalability: The system could be easily customized to accommodate the present and future needs of any client
• Reliability: Our hosting services and application (GeoViewer Online) are available 24 hours a day and seven days a week (24/7)
• Accessibility Control: Assess to the application and user rights are protected by password; public (password-free) access to selected or all GIS data layers could be provided, if desirable
• IT Friendly: Our GeoViewer Online requires basic IT knowledge and computer technical specifications to install, maintain and update –if hosted in client’s servers • Free of Proprietary or Third-Party Software: It does not require any third party or proprietary software on the client–end (user).
15 Industry Best practices and platform:
The GeoViewer approach to this objective is quite simple. GeoViewer offer an easy-to- use, intuitive interface to Geographic Information Systems that provides the casual user with the ability to access the information they need with little or no formal training.
The main objectives of the system include,
• Ability for non-GIS staff to use the system effectively with less than four hours of training. • Provide access to interactive Water atlas maps from staff desktops through web browser. • Locate and view an area of interest anywhere within the service area. • Provide secured access to only authorized users.
• Map updates are seamlessly delivered to system users without any lag time. • Provide an extensible system that can be enhanced to provide broader functionality and adapt to future software and functionality enhancements.
• Enable direct integration with geographic data repositories, asset management information, linked image libraries, and other information associated with water system infrastructures.
The GeoViewer was designed with the following assumptions in mind:
• Casual GIS users want fast, easy access to relevant information. • Casual GIS users do not have the time or desire to learn about topology, Shapefiles, ARC/INFO, theories of GIS, etc.
• Casual GIS users do not want to have to add themes, assign colors, change theme properties, etc. • Casual GIS users do not want to be bothered with the task of doing map composition. They would much rather print their maps with a standardized template. • Casual GIS users do not typically need to make large maps themselves and are perfectly happy printing an 8 1/2 by 11 map on a laser or ink jet printer. For the more advanced users, GeoViewer Online Supports multiple paper sizes that is only restriction is the clients printing device. • Casual GIS users’ needs are simple -- They need GeoViewer. • GeoViewer is a robust and easy to use Enterprise Geographic Information Interface. GeoViewer is extremely flexible and can be tailored to any dataset.
We at Nobel Systems strongly believe that the functionality provided by GeoViewer will satisfy the needs of the City. The list of features provided by GeoViewer includes but not limited to:
Standard GeoViewer Features:
• Standard map navigation includes pan, zoom in and zoom out, full extent. • Layer Display
• Creation of Spatial Bookmark
• Google Street View
• Vicinity map that can be used to set the extent of main map, pan the main map, and display the current extent of the main map.
• Property Search. Search by parcel number, situs address, or owner name.
16 • Supports ESRI Shapefiles, Coverages, Geodatabases, and CAD Drawings • Also supports a wide variety of images including MrSid. • Intuitive Select Toolbar. Select multiple features in multiple themes and:
• Find features within a specified distance and generate mailing labels. • Measure area and length
• Display contents of the selected set in a table format. • Print map with a title, scale, and neat line.
• Link any number of layers to unlimited number of external databases. • Hyperlink scanned documents to features for easy retrieval. • GPS location
• Legend and Search Option for Parcels, Valve Number etc.
Nobel Systems has customized the application to include the following:
• Water facilities
• Sewer facilities
• Recycled Water facilities
• Storm facilities
• Electric facilities
• Easement GIS database
• Parcel and Street Landbase
• Other Upland GIS layers
• Scanned Asbuilt Maps linked to Assets.
GeoViewer Mobile:
By leveraging the latest smart-map and synchronization technology, Nobel’s GeoViewer Mobile’ is easy to use and was designed to streamline field workflow processes to help manage day-to-day operations. GeoViewer Mobile’s advanced technology allows field staff to view, analyze and collect data, online or offline without ever having to worry about impractical syncing procedures. GeoViewer Mobile extends smart map technology beyond the office and provides staff with real-time data to make accurate decisions and collaborate in both office and field environments. Nobel understands the value of mobile mapping to organizations needing immediate access to real-time information, regardless of location, and offers a range of tools that help your staff make informed decisions in the field. GeoViewer is accessible on any device, providing unparalleled service to staff on the go or working in the field. GeoViewer Mobile integrates with existing ERP business systems, SCADA, CMMS, CIS, GPS, LIMS, CCTV, and other enterprise systems. Manage information ranging from open work orders from CMMS to viewing latest SCADA measurements on telemetry equipment.
17 Powerful Functionality:
• Online/Offline Work Modes
• Search, Display, Redlining, Bookmarks, Pan, Zoom
• Identify & View Object Locations & Asset Data
• View Customer Data, Work History, Service Calls, As-Built De-sign Drawings, and more. • Process Driven Modules for Daily Field Work Order, Inspections and Condition Assessment data collection.
• Integrated GPS & Camera for Field Data Collection & Stream-lined GIS Updates • Custom GeoViewer Modules available for USA Dig Alert, Work/Service Order Management, Valve Isolation Analysis, Leak Data Collection and Hydrant Flushing data collection. • City can view the data that were collected in the field through iPad and generate the reports by using GeoViewer online application.
Citizen App:
One of the biggest objectives of the City when dealing with Geographic Information Systems is to be able to make that information available to the Public user/viewer. Making GIS data available to casual users is very important. In many organizations the "non-GIS people" are the ones who can use it the most. Easy access to geographic information can save time and money for many types of organizations.
The GeoViewer approach to this objective is quite simple. We offer an easy-to-use, intuitive interface to Geographic Information Systems that allows the casual user the ability to access the information they need.
18 Key Features:
Available for Free app on the App Store and Google Play.
Public can report an Issue along with location instantly.
Simple to use interface, makes keeping your city beautiful, fun, and simple.
Select from a simple drop-down list to report a problem.
Public can submit request anonymously or by adding their information.
Public can view issues that have already been reported.
All these submitted issues will be created as Work Order within Nobel Work Order module.
Public will get notified when work has been completed by City staff.
19
20 Nobel will provide tech support as follows:
1) Types of support
a) Phone – From 6.30 AM to 7 PM Monday through Friday
b) On-Site – upon request, up to one visit per month at no charge. c) Email - Nobel shall respond to email requests for information within 24 hours. d) Problem Resolution System - Nobel shall provide a problem and resolution (PAR) tracking mechanism, which documents issues or data content anomalies, which require review and resolution by Nobel. Typically, PAR forms are generated as needed, reviewed by the project manager, and then forwarded to Nobel.
2) The amount of support shall be unlimited.
3) Communication support and configuration - Nobel, while not strictly liable for communication system performance, shall provide a good faith effort to assist the City in configuring a communication system that will interface wit h Nobel’s system and achieve maximum speed of data transfers.
4) Training – Annually, Nobel will provide a one-day training seminar once a year at the City’s office at no extra charge.
Nobel will provide map update and data conversion services in accordance with the following:
1) Annual base map update – Nobel will update the base map data provided by San Bernardino County within 60 days of receipt of this data on an annual basis. All required database adjustments shall be included in this update process. This annual update shall be performed at no cost to the City.
2) Hourly Costs for time & materials-based work
a) Project Director - $200 per hour
b) Project Manager - $180 per hour
c) Systems Architect - $160 per hour
d) Senior Applications Developer - $150 per hour
e) Senior GIS Analyst - $100 per hour
f) Bangalore support services - $60 per hour
All direct costs are included.
21 Nobel will provide Data updates in accordance with the following:
1) Digital Images - Nobel will provide a system that City staff can use to link digital images to various features in the GIS system. We would expect that approximately 250 JPEG images of 5 MB size per each would be uploaded to the system. An indexing system shall be devised so that these images can be retrieved in an orderly manner. The images will be emailed to Nobel Systems, to a predetermined email address, dedicated to receiving image files.
2) Database copies - Nobel shall provide a complete set of up-to-date data for mapping, imaging, and database systems on an annual basis. This data shall be provided on Box.com or any other shared link and shall be labeled with the nature of the data and the date.
Performance Requirements:
1) System Uptime – the City shall always have access to the GIS data except during allowable maintenance time periods set forth below:
a) Weekdays – 12:00 AM to 2:00 AM
b) Weekends, holidays – 10:00 PM to 2:00 AM
2) Emergency restart – If the City has an emergency need for data during one of the allowable maintenance periods, Nobel shall restart the system and provide access within 30 minutes of notification by telephone.
3) Liquidated damages – Nobel shall not be held liable for any liquidated damage caused by the system being out of service.
4) All data on the remote system shall be encrypted. All communication from device to data center shall be encrypted.
5) The remote system should provide for multiple backups or checkpoints of City data.
22 EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant.
SUBSCRIPTION FEES:
YEARLY SUBSCRIPTION FEES: $86,680.00 per year with effect from September 1, 2023.
The above subscription fee includes hosting and the software and services as listed below.
GeoViewer Modules Costs
GeoViewer Online and GeoViewer Mobile (Enterprise Licenses) $39,000.00 Valve Exercise, Hydrant Flushing, Leak Data Collection and USA Dig Alert Modules Sewer Line cleaning, CCTV and Manhole Inspection Modules CMMS Work Order Module for Water, Sewer, and Public Works $15,000.00 Unlimited GIS Data Updates to Water, Sewer, and Storm Facilities $15,000.00 Unlimited Field forms development / Plant Check Module $9,800.00 Total Costs $78,800.00
10% increase to total costs $7,880.00
Grand Total $86,680.00
Year 1 Total Costs $86,680.00
Year 2 Total Costs $86,680.00
Year 3 Total Costs $86,680.00
Year 4 Total Costs $86,680.00
Year 5 Total Costs $86,680.00
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: BRADEN YU, PUBLIC WORKS DIRECTOR/CITY ENGINEER
JOHN ROBLES, UTILITIES MANAGER
MARISSA PEREYDA, MANAGEMENT ANALYST II
SUBJECT: CALRECYCLE BEVERAGE CONTAINER RECYCLING PAYMENT PROGRAM FY 2022-23
GRANT AWARD
RECOMMENDED ACTION:
It is recommended that the City Council accept the CalRecycle Beverage Container Recycling City/County Payment Program FY 2022-23 grant award of $20,002 and approp riate the funds.
GOAL STATEMENT
The proposed action supports the City’s goal of pursuing grant funding to supplement local funding sources and exercise prudent fiscal management of the City’s Solid Waste Fund .
BACKGROUND
The Department of Resources Recycling and Recovery (CalRecycle) administers the Beverage Container Recycling City/County Payment Program (CCPP) to provide opportunities for beverage container recycling. CalRecycle distributes $10,500,000 each year to eligible cities and counties specifically for beverage container recycling and litter cleanup activities. Grant awards are based on city or county population, with cities eligible for a minimum of $5,000 and counties eligible for a minimum of $10,000 per grant award.
ISSUES AND ANALYSIS
On January 10, 2023, the City applied for the Beverage Container Recycling CCPP FY 2022-23 grant to support the City’s efforts to collect and properly recycle beverage containers. On March 27, 2023, the City was awarded $20,002 for the FY 2022-23 grant cycle, and the City received the grant check on April 17, 2023.
Grant fund expenditures include supplies, educational materials, and personnel expenses associated with administering the beverage container recycling collection program. Grant funds are also used for the purchase of trash bags and litter abatement activities in parks and City right of ways.
ENVIRONMENTAL DETERMINATION
This project is for grant funding, which is not considered a project under California Environmental Quality Act (CEQA).
FISCAL IMPACTS
The Beverage Container Recycling CCPP grant award funds will be tracked in Solid Waste Fund 641. With this action, the revenues and expenditures relating to this grant award will be added to the Fiscal Yea r 2023-24 operating budget.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Not a Project
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: BRADEN YU, PUBLIC WORKS DIRECTOR
ALAN FRENCH, PRINCIPAL ENGINEER
SUBJECT: CONSIDER ACCEPTANCE OF IMPROVEMENTS FOR PARCEL MAP 19890
RECOMMENDED ACTION:
It is recommended that the City Council accept the improvements for Parcel Map 19890 and release the improvement bonds.
GOAL STATEMENT
The proposed action supports the City’s goal to adhere to a review schedule for the processing of development proposals in an efficient, professionally responsive, and courteous manner .
BACKGROUND
The Central Avenue Marketplace Development is located on the northeast corner of 11th Street and Central Avenue.
The development is the typical one-lot map for condominium purposes for commercial use of an existing 3.7 acre site and the development of four buildings for commercial/industrial mixed-use was constructed.
On May 30, 2018, the Planning Commission adopted Resolution No. 4 883 approving TPM 19890 (TPM 18-03), to allow the subdivision for condominium purposes and the development of 4 warehouse buildings. Then on April 26, 2021, the City Council approved the Tentative Parcel Map 19890 for recordation, authorize execution of the subdivision Agreement and accepted the bonds for improvements.
ISSUES AND ANALYSIS
In conformance with the conditions of approval contained in Resolution No. 4883 by the Planning Commission, Central Avenue Marketplace, LLC has completed the improvements required for the development. The City has inspected the completed improvements and found them to be in compliance with the conditions of approval and approved plans. The City can now accept the off-site improvements and release the remaining Performance Bond as the work has been completed for more than one year. Similarly, the Labor and Material Bond will be released after this action is approved as there have been no claims (e.g. by vendors, subcontractors, etc.) filed against the project in accordance with Upland Municipal Code Section 16.20.010.
ENVIRONMENTAL DETERMINATION
The project is categorically exempt from environmental proceedings pursuant to Article 19, Section 15332, In -Fill Development Projects, Class 32 (a-e), of the California Environmental Quality Act (CEQA), since the project is consistent with applicable general plan designations and policies as well as applicable zoning designation and regulations; occurs within city limits on property that is no more than five acres substantially surrounded by urban uses. There is no environmental public review required for a Categorical Exemption.
FISCAL IMPACTS
With this action, the City is accepting approximately $312,000 (see attached engineer's estimate) in public improvement capital assets, which will be added to the City’s infrastructure inventory and will be maintained by the City going forward.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: This Project is Categorically Exempt from the California Environmental Quality Act (CEQA).
DATE: May 8, 2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY, CITY MANAGER
PREPARED BY: ROBERT D. DALQUEST, DEVELOPMENT SERVICES DIRECTOR SUBJECT: CONSIDER APPROVAL OF A LEASE AGREEMENT WITH TESLA, INC. ON A PORTION OF APN: 1005-471-01 AND DETERMINE THAT THE LEASE IS EXEMPT FROM CEQA
RECOMMENDED ACTION:
It is recommended that the City Council approve the Lease Agreement between the City of Upland and Tesla, Inc. on
2.07 acres within vacant City-owned property located 80 feet east along Park View Promenade (portion of APN: 1005- 471-01), authorize the City Manager to execute the Lease Agreement, determine that the lease agreement is exempt from the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section 15 061(B)(3), 15304 and 15311; and direct staff to file a Notice of Exemption pursuant to the California Environmental Quality Act.
GOAL STATEMENT
The proposed action will support the City’s goal to enhance local government funding and protect its assets.
BACKGROUND
Tesla, Inc (“Tesla”) leases the old CNC Motors Property at 1018 E. 20th Street and currently operates a Tesla dealership and repair facility. On November 14, 2022, the City Council approved a Lease Agreement with Tesla to use a 35,000 square foot area within a City-owned reservoir site on the northwest corner of 15th Street and 6th Avenue to park/store up to 100 new vehicles.
ISSUES AND ANALYSIS
Recently, Tesla approached staff and indicated they need another off-site lot to temporarily park/store vehicles due to a substantial increase in vehicle deliveries at the Upland facility. Staff identified several parcels that were either City- owned, privately-owned, or owned by Southern California Edison. After a review of the sites, Tesla de cided to seek a Lease Agreement within a portion of the vacant City-owned park property in the Sycamore Hills area along Park View Promenade. This subject site will enable the parking/storage of approximately 300 vehicles and is a quick drive via the 210 Freeway to the Upland facility.
The Lease Agreement is for 2.07 acres within the City’s 58 -acre property with a dimension of 300 feet by 300 feet.
The Lease Area would be setback approximately 80 feet east along Park View Promenade and setback from the residential dwellings to the south approximately 145 feet. The entire 58 acres within Sycamore Hills is zoned Open Space District which allows surface parking as a permitted use. The land uses within the vicinity of the subject site are residential dwellings to the south and west, and vacant City-owned property and the 210 Freeway beyond to the north, and vacant City-owned property and existing residential dwellings to the east approximately 1,385 linear feet beyond. Attachment 1 provides an aerial of the site and the lease area.
Currently, Tesla is constructing a permanent vehicle storage lot on the adjacent 1.3 -acre parcel to the east of the dealership to increase permanent on-site vehicle parking/storage.
Under the terms of the Lease Agreement (See Attachment 2), Tesla will lease 2.07 acres within the City-owned vacant land for $27,000 a month. The lease area will enable Tesla to park/store up to approximately 300 new vehicles.
The term in the Lease Agreement is three (3) years with an option for t wo (2), 1-year extensions if Tesla needs the additional time. The Lease Agreement provides Tesla with access and the right to use the lease area from 7:00 am to 6:00 pm, Monday through Sunday, including holidays. No vehicle -hauling trucks will be used to deliver new vehicles to the site. The vehicles will be shuttled individually to and from the site by Tesla employees. Tesla estimates that approximately fifty (50) vehicles will be shuttled back and forth a day. In addition, Tesla intends to keep the e xisting gate locked in between vehicles being shuttled during the daytime and locked after 6:00 pm.
Other notable provisions in the Lease Agreement include:
Either party shall have the right to terminate the lease at any point during the term with thirty (30) days’ advance written notice to the other.
Tesla will prepare the site and install a 6-inch gravel base, and install a green mesh screen on the existing chain link fence along the east side of Park View Promenade to screen the vehicles from public view.
The City is not responsible for providing security measures and Tesla has sole responsibility for enacting security measures it deems appropriate for the premises. This may include night vision cameras.
Tesla will not install lights and generators on the property and will disarm car alarms on all stored cars while they are stored on the Property.
Tesla will assume all risk of damage to its personal property and incidental equipment and waives all claims, except for claims caused by gross negligence or willful misconduct of City or its authorized representatives.
The Lease and all provisions within it are for the exclusive benefit of Tesla and not for the benefit of any other party.
Tesla is required to keep the premises in good condition and repai r and restore the premises to a condition commensurate with the condition of the rest of the property.
Tesla agrees to indemnify, hold harmless and defend the City from all losses and liabilities, including court costs, and reasonable attorney’s fees agai nst all third-party claims, damages, expenses, liabilities, and judgments on account of injury to persons, loss of life, or damages to property occurring on the Lease premises.
During the term of the Lease, Tesla is required to maintain liability insuranc e, worker’s compensation insurance and commercial automobile insurance at the levels required by the City.
Lastly, the City Attorney has reviewed the Lease Agreements and is recommending approval as to form and content.
ENVIRONMENTAL DETERMINATION
The Lease Agreement is exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061(b)(3), which states that CEQA does not apply where it can be seen with certainty that there is no possibility that the activity i n question may have a significant effect on the environment. The project only concerns the temporary use of the site for parking/storage of up to 300 new Tesla vehicles on a lease area of 2.07 acres within the City’s vacant 58-acres. The project also includes minor grading of the lease area by Tesla and installation of a 6-inch gravel base.
The Lease Agreement is also exempt under Section 15304 of the CEQA Guidelines which exempts minor alterations to land which include grading on land with a slope less than ten percent (10%) and not in a waterway, wetlands, federal, state, or local scenic area or within an earthquake fault zone. Further, the Lease Agreement is exempt under Section 15311 of the CEQA Guidelines (Accessory Structures), which exempts the co nstruction, or replacement, of minor structures accessory to (appurtenant to) institutional facilities which includes a small parking lot.
Lastly, none of the exceptions provided in Section 15300.2 of the CEQA Guidelines to the Class 4 and Class 11 exemptions apply, as the project would not impact an environmental resource of hazardous or critical concern. There are no cumulative impacts, as the temporary parking/storage of vehicles on the 2.07 -acre site would not be developed in the same place over time. There are no unusual circumstances surrounding the project site and the project would not damage resources within a state scenic highway, is not located on a hazardous waste site, and would not impact the significance of a historical resource as the site is currently vacant land within an urbanized area on City-owned vacant property zoned for future use as a sports park.
FISCAL IMPACTS
This is a revenue-generating Lease Agreement for the City’s General Fund. The Lease Agreement will provide $27,000 per month revenue and will not require any City resources to maintain. Per Resolution No. 6713 approved by City Council on April 24, 2023, all revenue generated from leases on City Park property will be assigned for use only for the park containing the lease or any park located in the same City Council district.
ALTERNATIVES
Provide alternative direction to staff.
CEQA: Determine to be Exempt.
Tesla Parking Lease Area
1 PARKING LEASE
This Parking Lease (“Lease”) is made by and between City of Upland, a Municipality whose address is 460 N. Euclid Ave. Upland CA 91786 (“Landlord”) and Tesla, Inc., a Delaware corporation, whose address is 1 Tesla Road, Austin, TX, 78725 Legal/Lease Administration (“Tenant”) as of the date this Lease is fully executed by the parties as of the date last set forth below (“Effective Date”). Tenant and Landlord are each referred to herein as a “Party” and collectively as the “Parties.”
A. Property. The property is located along the east side of Park View Promenade – within a portion of APN 1005-471-01-0000 (the “Property”).
B. Premises. 2.07 acres shown on Exhibit A, which includes Three-Hundred (300) full-size parking spaces within the parking area at the Property as more particularly set forth on Exhibit A attached hereto and made a part hereof (such designated area, the “Premises”).
C. Commencement Date. The date that Landlord has delivered possession of the Premises to Tenant, which date is anticipated to be May 9, 2023, or such later date as mutually agreed by Landlord and Tenant (the “Outside Delivery Date”). If Landlord does not deliver possession of the Premises on or before the Outside Delivery Date, Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord, in which event this Lease shall terminate and be of no further force or effect except for those provision hereof which expressly survive the termination of this Lease.
D. Expiration Date. That date which is thirty-six (36) full calendar months from and after the Commencement Date (the “Expiration Date”).
E. Rent. The sum of Twenty-Seven Thousand Dollars and 00/100 ($27,000.00) per month. If Tenant remains in possession of the Premises after the Expiration Date, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable on thirty (30) days prior written notice given at any time by either Party.
All provisions of this Lease shall apply to the month-to-month tenancy, provided that beginning on the first anniversary of the Commencement Date, and each year of the Term thereafter, Rent shall increase annually at the end of each 12-month period by any increase in the Consumer Price Index as determined by the U. S.
Bureau of Labor Statistics for all Urban Consumers for the Riverside/San Bernardino/Ontario Metropolitan Area over the previous year. Should the CPI be discontinued, the index used for comparison shall be a comparable index as designated by the Bureau. It is recognized by both Parties that the Index for any month is not published for approximately two months. Tesla shall, therefore, continue to pay the current rental paid by Tesla until such time as the new rental is calculated and, at that time, Tesla shall pay within ten (10) days of notice of the new Rent the new amount plus arrearages. In no event shall Rent ever decrease
2 below the prior year’s Rent even if the CPI is negative. In such event, the Rent shall remain the same.
1. Property. Landlord, the owner of the Property, leases to Tenant and Tenant leases from Landlord the Premises. The Premises specifically excludes any improvements located on the Property.
2. Term. The term of this Lease shall commence on the Commencement Date and shall terminate on the Expiration Date (the “Term”). Tenant shall have two (2) options to renew the Term (“Renewal Options”) for an additional full one (1) year each. The option for each Renewal Term shall be exercised by Tenant giving notice of exercise of the Renewal Option (“Renewal Option Notice”) to Landlord at least three (3) months before the expiration of the Initial Term or the then Renewal Term. Either Party shall have the right to terminate this Lease at any point during the Term with thirty (30) days’ advance written notice to the other.
3. Rent. Tenant shall pay Landlord the Rent as rent for the Premises. Any partial month of Rent will be prorated. Except for the first payment of Rent, which shall be paid within Ten (10) business days from the Effective Date, all Rent shall be due on the first (1st) business day of the month and shall be paid by electronic payment or wire transfer to the order of Landlord in accordance with the bank details provided by Landlord. Landlord acknowledges and agrees that Landlord (or any Landlord’s successor) must create an account in Tenant’s vendor portal, including completing vendor portal forms and uploading documents such as a W9, a bank document (bank issued letter on bank letterhead, bank statement, or a screenshot of bank statement) and a NDA form signed by Landlord, to the extent permitted by law, in order for Tenant to process payment to Landlord. In the event any installment of Rent is not received or postmarked on or before the seventh (7th) day of the month in which it is due after written notice from Landlord, a late payment penalty of Fifty Dollars and NO/100 ($50) shall be assessed and such amount shall be due and payable to Landlord with the next installment of Rent coming due under this Lease. In the event of a Chronic Delinquency (as hereinafter defined), at Landlord’s sole option, Landlord shall have the right, in addition to all other remedies under this Lease and at law, to require that Rent be paid by Tenant quarterly, in advance. This provision shall not limit in any way nor be construed as a waiver of the rights and remedies of Landlord provided herein or by law in the event of delinquency. “Chronic Delinquency” shall mean failure by Tenant to pay Rent, or any other payments required to be paid by Tenant under this Lease as and when due on four (4) or more occasions during the Term.
4. Permitted Use. Tenant may exclusively use the Premises solely as a parking lot and any other purpose or purposes incidental thereto including at Tenant’s reasonable discretion, parking and/or storage of cars, trucks or motorcycles and/or for the storage of Tenant’s materials or equipment (“Incidental Equipment.”) Without limiting the foregoing in this Section 4, Tenant shall not use, or permit the Premises, or any part thereof to be used, for any purpose other than the purpose for which the Premises are hereby leased. Tenant shall not sell or permit to be kept, used, or sold, in or about the Premises, any article that may be prohibited by the standard form of fire insurance policies. Landlord acknowledges that Tenant’s uses are not prohibited by the standard form of fire policies. Tenant shall not
3 commit, or suffer to be committed, any material waste on the Premises, or any material public or private nuisance, or other act or thing that may injure, annoy, or disturb the quiet enjoyment of any occupant of neighboring properties; nor, without limiting the generality of the foregoing, shall Tenant allow the Premises to be used for any improper, unlawful, or objectionable purpose. Tenant shall not allow motor vehicles to be repaired, serviced, or fueled on the Premises. Tenant shall not place any Hazardous Materials in violation of any applicable laws in the drainage system of the Premises. All use of the Premises by Tenant shall comply with applicable codes, laws, and ordinances. Tenant shall not install any physical improvements to the Property without the prior written consent of Landlord.
Tenant shall have the right in its reasonable discretion, without Landlord’s consent, to maximize exterior parking stalls located on the Premises subject to applicable codes.
Tenant shall not in any event install lights and generators on the Property and Tenant shall disarm car alarms on all stored cars while they are stored on the Property.
5. Security Deposit. (Intentionally Deleted)
6. Access to Premises. Notwithstanding Tenant’s ability to use the Property at all times for purposes set forth in Section 4, Tenant’s access to the Property shall be limited to between 7:00 a.m. and 6:00 p.m. Monday – Sunday, including holidays.
7. Compliance with Legal Requirements. Landlord shall at Landlord’s sole cost and expense comply with all applicable laws, rules or regulations of any governmental entity relating to the Property or any improvements to the Property. Landlord represents and warrants to Tenant that, as of the date hereof: (i) it is the owner of the Property and has the right to enter into this Lease; (ii) it has obtained any and all required consents and authorizations related to this Lease (including under any superior lease and/or mortgage); (iii) Land lord has received no written notice indicating that (a) the Property is not in compliance with any applicable laws, ordinances, codes, rules, regulations and requirements (collectively, “Legal Requirements”), and/or (b) there are any zoning or title restrictions that in any way prohibit or limit the use of the Premises by Tenant for its intended use hereunder. Tenant shall at Tenant’s sole cost and expense comply with all Legal Requirements relating to the Premises or any improvements to the Premises, including but not limited to, OSHA; CalOSHA; all provisions of the Americans With Disabilities Act (the “ADA”); the requirements of any federal or state labor board or commission; any direction or occupancy certificate issued by public officers; workers' and unemployment compensation laws; equal employment opportunity laws; and tax withholding laws, insofar as they actually relate to the condition, use, or occupancy of the Premises or the operation of the Premises. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party or not, that Tenant has violated any Legal Requirement in the condition, use, or occupancy of the Premises, shall be conclusive of that fact as between Landlord and Tenant.
8. Construction and Alterations. Solely at its cost and expense, Tenant shall promptly and diligently perform certain work to the Premises to initially prepare the Premises for the Permitted Use, including, without limitation, grading and placement of a 6” gravel base, and apply a green mesh screen to the existing chain link fence along the east side of Park
4 View Promenade to screen the vehicles from public view (“Initial Site Preparation”) in accordance with all Applicable Laws (as such term is defined herein below).
Notwithstanding anything to the contrary contained herein, if the Initial Site Preparation is not performed in accordance with the provisions of this paragraph above on or prior to May 31, 2023, Landlord shall have the right to terminate this Lease by providing written notice thereof to Tenant, in which event this Lease shall terminate and be of no further force or effect except for those provision hereof which expressly survive the termination of this Lease.
9. Utilities. Tenant agrees to arrange for and pay the charges for all Tenant-related utility services provided or used in or at the Premises during the Term, including connection fees, upgrades, switchgear or any other required infrastructure. Tenant shall pay directly to the utility company the cost of installation of any and all such Tenant-related utility services and shall arrange to have the utility service separately metered. Landlord shall not be responsible for any damages suffered by Tenant in connection with the quality, quantity or interruption of utility service, unless the cause of the disruption or damage was the Landlord’s gross negligence or intentional misconduct.
10. Maintenance. Tenant shall be responsible for maintaining the Premises (including repair and replacement of any Incidental Equipment, as necessary) at its sole cost. Tenant shall keep the Premises in good condition and repair. Landlord shall have no liability for damage to Tenant’s Incidental Equipment, if any, unless caused by Landlord’s negligence or intentional misconduct.
11. Removal. Tenant shall, at its sole cost, remove any Incidental Equipment promptly, and in no event longer than forty-five (45) days after Lease expiration or earlier termination of this Lease, and restore the Premises to a similar condition as of the Commencement Date, subject to reasonable wear and tear.
12. Indemnification by Tenant. Unless caused by Landlord’s gross negligence or willful misconduct, Tenant shall indemnify and defend Landlord and hold Landlord harmless from all losses and liabilities, including court costs and reasonable attorneys’ fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to (1) any breach or nonperformance by Tenant of any representation, warranty, covenant or obligation of Tenant contained in this Lease; (2) any bodily injury, death and/or damage to property occurring in or resulting from the use of the Premises and/or Incidental Equipment by Tenant or Tenant’s respective agents, employees or contractors (collectively, the “Tenant Parties”); (3) any bodily injury, death and/or damage to property that is incident to, arises out of, or caused by Tenant’s operations in the Premises; and (4) any act or omission of Tenant or any Tenant Parties. As used in this Section 12, the term “Landlord” shall include Landlord and its officers, directors, partners, members, managers, employees, property managers, agents and attorneys. To the extent such claim arises during the Term, the obligations of this Section 12 shall survive the expiration or earlier termination of this Lease.
13. Indemnification by Landlord. (Intentionally deleted.)
5 14. Insurance. Tenant hereby covenants and agrees that, prior to any entry on the Premises, and in any event, on or before the Commencement Date, and until expiration or termination of the Term, Tenant will maintain or self-insure, at its sole cost:
A. Commercial General Liability Insurance. Commercial general liability insurance, for bodily injury, or property damage in or about the Premises or in compliance with Section F below maintain the equivalent level of self- insurance with a combined liability limit of One Million Dollars ($1,000,000.00) per occurrence, with a general aggregate of Three Million Dollars ($3,000,000.00), and which insurance shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Tenant's indemnity obligations as set forth in Section.
Landlord, and if requested in writing by Landlord) Landlord’s Lender and Landlord’s management company shall be included as an additional insured on the policy in respect to liabilities assumed by Tenant under this Lease.
B. Workers’ Compensation. Tenant will maintain worker’s compensation insurance in accordance with state law. This requirement may be waived if Tenant is a qualified self-insured in the state where the Premises are located or work is performed.
C. Business Automobile Liability Insurance. Tenant shall during the Term, at its sole cost and expense, procure and maintain or self-insure for business automobile liability insurance in the amounts required by legal requirements with respect to vehicles of Tenant in or about the Premises.
D. Form of Policies and Additional Requirements. The insurance requirements set forth above are independent of Tenant’s waiver, indemnification, and other obligations under this Lease and shall not be construed or interpreted in any way to restrict, limit or modify Tenant’s waiver, indemnification and other obligations or to in any way limit Tenant’s liability under this Lease.
In addition to the requirements above, the insurance shall be maintained with insurance carriers authorized to write policies in California with a Best Insurance Reports rating of “A-“ or better or through a formal self-insurance mechanism that has either (a) a Best Insurance Reports rating of “A-“ or better; or (b) a financial size category of “VI” or higher, provided, that if such self-insurance program does not meet either (a) or (b), then Tenant’s use of self-insurance for the coverages herein shall be subject to Landlord’s approval, not to be unreasonably withheld, conditioned, or delayed. .
Without limiting in any way, and subject to, Paragraph F below, upon the execution of this Agreement and upon reasonable request by Landlord, Tenant shall deliver to Landlord a certificate evidencing all policies procured by Tenant in compliance with Tenant’s obligations under this Lease. Tenant or its insurance company, if applicable, shall provide Landlord with thirty (30) days' prior written notice if any coverage hereunder will be canceled (or 10 days' notice with respect to cancellation due to non-payment of premiums).
6 E. Waiver of Subrogation. Notwithstanding anything in this Agreement to the contrary, each party agrees to waive and shall cause their respective property insurance carriers (to the extent there is a third party insurer) to waive any right of subrogation against the other and such party’s indemnitees in connection with any loss or damage to the Property or the Premises as applicable and any contents thereof. If one party prohibits waiver of subrogation, then each party's waiver shall become null and void as each waiver is given in consideration for the other.
F. Self-Insurance. So long as Tenant continues to be the tenant, or an Affiliate of the Tenant or the then Tenant hereunder, and has a tangible net worth equal to or greater than $100,000,000, as reasonably determined using sound accounting principles, Tenant may self-insure (self-assume for property) for the insurance required under this Lease. Tenant’s obligations and liabilities shall be the same as those that would otherwise exist if Tenant had purchased and maintained the policy or policies of insurance that are otherwise required under the terms of this Agreement.
G. Landlord’s Property Insurance. Landlord shall maintain insurance on the Property and other real property improvements related to the Property covering such property on an “All Risk” basis to the extent of one hundred percent (100%) of full replacement value.
H. Landlord’s Commercial General Liability Insurance. Landlord, at its sole cost, shall maintain Commercial General Liability Insurance with a limit of liability in the amount of One Million Dollars ($1,000,000) per occurrence or per claim and Three Million Dollars ($3,000,000) in aggregate. These limits can be met through a combination of primary and excess policies of insurance. Tenant shall be included as an additional insured, in respect to liabilities assumed by Landlord under this Lease.
15. Security. Tenant hereby acknowledges that Landlord is not responsible for providing security for the benefit of Tenant and that Tenant has sole responsibility for enacting any and all security measures that Tenant shall deem appropriate for the Premises, at Tenant’s discretion. Tenant shall not be liable for or required to implement any security matters related to any areas outside of the Premises.
16. Casualty; Condemnation. Tenant may immediately terminate this Lease upon 14 days’ written notice if any portion of the Premises is taken for any public or quasi-public use or if the Property is damaged to the extent that Tenant is prevented from accessing the Premises or is prevented from using more than twenty five percent (25%) of the Premises.
If at any time during the Lease, the Property is destroyed in whole or in part, not in excess of twenty five percent (25%), by a casualty, not the fault of Landlord, Tenant, at its own cost and expense, shall repair and restore the damage and all proceeds from the insurance required to be maintained by Tenant shall be made available to Tenant in connection with such repair and restoration. Tenant’s obligation for restoration described in this Section shall exist whether or not funds are available from insurance proceeds or are self-insured
7 by Tenant. Rent shall be appropriately abated and prorated during any period of partial destruction or taking.
17. Limitation on Liability. Notwithstanding anything herein to the contrary, the liability of Landlord under this Lease shall be limited and, accordingly, Tenant’s sole source of satisfaction of such liability shall be limited to Landlord’s interest in the Property, including rents and proceeds and any insurance proceeds, and Tenant shall not seek to obtain payment from Landlord or any person comprising Landlord or from any assets of Landlord other than those assets described herein. The limitation of this Section 17 shall not apply to or limit any injunctive or other equitable, declaratory or other forms of relief to which Tenant may be entitled (notwithstanding that such actions are in personam in nature). Notwithstanding anything to the contrary set forth herein, neither Party shall be liable to the other Party for any consequential, indirect or punitive damages, including, without limitation, loss of rent or loss of profit.
18. Default. Each of the following shall constitute an “Event of Default” under this Lease:
A. Breach. The failure by Tenant to (i) make any payment of rent or any other payment required to be made hereunder within, five (5) business days after written notice from the other Party that the same is due; or the failure of either Party to (ii) perform or observe any material term or condition of this Agreement and such failure continues for a period of thirty (30) days after receipt of written notice thereof from the other Party, provided, however, that if the nature of such default is such that it cannot reasonably be cured within such thirty (30) day period and the defaulting Party commences to cure within the thirty (30) day period and proceeds with diligence and continuity, then such Party shall have additional time to cure as is reasonably required.
B. Bankruptcy. Insolvency: The appointment of a receiver or trustee to take possession of all or substantially all of the assets of Tenant located at the Premises if possession is not restored to Tenant within sixty (60) days; or a general assignment by Tenant for the benefit of creditors; or any action or proceeding is commenced by or against Tenant under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and, in the case of actions filed against Tenant, is not discharged within sixty (60) days.
19. Remedies. Landlord and Tenant acknowledge and agree that each Party shall have all remedies available at law or in equity if an Event of Default by the other Party has occurred and is continuing. In addition, if an Event of Default by Tenant has occurred and is continuing, then Landlord, may: (a) continue this Agreement in effect by not terminating Tenant’s right to possession of said Premises and thereby be entitled to enforce all Landlord’s rights and remedies under this Agreement; or (b) bring an action to recover and regain possession of said Premises in the manner provided by the laws of eviction of the state where the Premises are located then in effect.
8 In addition to any other remedies available to Landlord under this Lease, at law or in equity, Landlord shall have the option to terminate this Lease, provided that Landlord shall send Tenant a 2nd written notice prior to terminating this Lease and if Tenant fails to commence to cure the Event of Default within fifteen (15) days of the 2nd written notice, then Landlord may terminate this Agreement. In the event that Landlord shall elect to so terminate this Lease, pursuant to Section 1951.2 of the California Civil Code, then Landlord may recover from Tenant: (i) the worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus (ii) the worth at the time of the award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Primary Term (or the balance of an Extension Term) after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by a Tenant’s Default which in the ordinary course of things, would be likely to result therefrom. As used in this Section 19, the “worth at the time of award” is computed by allowing interest at the Interest Rate (defined below). As used in this Section 19, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).
Landlord shall also have the remedy described in California Civil Code Section 1951.4 (Landlord may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if Tenant has right to sublease or assign, subject only to reasonable limitations). In the event of a Tenant Default, in addition to any other remedies available to Landlord under this Lease, at law or in equity, Landlord shall have the right to continue this Lease in full force and effect, whether or not Tenant shall have abandoned the Premises. In the event Landlord elects to continue this Lease in full force and effect pursuant to this Section, then Landlord shall be entitled to enforce all of its rights and remedies under this Lease, including the right to recover rent as it becomes due.
All rights, options and remedies of Landlord contained in this Section and elsewhere in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or in equity, whether or not stated in this Lease. Nothing in this Section shall be deemed to limit or otherwise affect Tenant’s indemnification of Landlord pursuant to any provision of this Lease.
20. Exclusions. Tenant has disclosed that it will assume the risk of damage to its personal property and trade fixtures, and Landlord acknowledges and accepts such assumption.
Tenant, as a material part of the consideration to Landlord and as part of its obligations hereunder, assumes all risk of damage to any Incidental Equipment, and Tenant expressly releases Landlord and waives all claims in respect thereof against Landlord, except for such claims that are caused by the negligence or willful misconduct of Landlord an d its authorized representatives or as otherwise provided for herein. Notwithstanding anything herein to the contrary, each Party expressly releases the other from any claims for,
9 speculative, indirect, consequential or punitive damages, including any lost sales or profits of the other Party.
21. Notices. All notices required by or related to this Lease shall be in writing and shall be sent to the Parties at the email addresses indicated below. Notices shall be deemed delivered upon receipt of the email by recipient.
To Landlord:
Name: City Manager
Address: 460 N. Euclid Ave
Upland, CA 91786
Attn:
Email: [email protected]
Phone: 909-931-4100
To Tenant:
[email protected]
Tesla, Inc.
901 Page Ave.
Fremont, CA 94538
[email protected],
TRT #402524
22. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State in which the Property is located.
23. Limitation on Liability. Notwithstanding anything to the contrary set forth herein, neither Party shall be liable to the other Party for any consequential, indirect or punitive damages, and Landlord shall not be responsible to Tenant for loss of rent or loss of profit.
24. Signage. Subject to applicable laws, Tenant may erect signs on the Premises, subject to Landlord’s written consent, not to be unreasonably withheld, delayed or conditioned.
25. Brokers. Each Party represents to the other Party that it has not dealt with any broker and each Party hereby agrees to indemnify and hold the other Party harmless from all losses and liabilities, including court costs and reasonable attorneys’ fees, arising out of any claims for commissions or fees related to any broker, finder or similar person with whom the indemnifying Party has dealt, or purportedly has dealt, in connection with this Agreement.
26. Prevailing Wages. To the extent the Infrastructure or Incidental Equipment installed by Tenant may be considered a "public work," as defined in Labor Code§ 1720, et. seq., Tenant shall comply with the state prevailing wage law, California Labor Code §§ 1720 et seq. and 8 CCR§ 16000 et seq. for any "public work" (as that term is defined in the statutes) performed pursuant to this Agreement. For purposes of compliance with prevailing wage law, Tenant shall comply with provisions applicable to an awarding body. Compliance with state prevailing wage law includes, without limitation, payment of at least prevailing rates as determined by the Director of Industrial Relations, overtime and working hour requirements, apprenticeship obligations, payroll record-keeping requirements, and other obligations as required by law.
27. Taxes. Tenant understands and acknowledges that the Landlord’s grant of non-exclusive use may be subject to property taxation and that Tenant may be subject to the payment of possessory interest tax levied on the grant of non-exclusive use pursuant to California Revenue and Taxation Code Section 107.6. Tenant shall pay without abatement, deduction,
10 or offset any possessory interest taxes levied on or assessed against the Premises and the Incidental Equipment which are directly and solely attributable to Tenant’s use of the Premises, whether belonging, owned or chargeable against the City. Tenant shall make all such payments directly to the charging authority prior to delinquency and before any fine, interest, or penalty becomes due or is imposed for Tenant's non-payment. Notwithstanding the foregoing, Tenant shall, at its sole cost and expense, have the right to challenge the assessment. Tenant shall provide Landlord with proof of payment of such tax.
28. Public Records Act. Tenant acknowledges Landlord is subject to the California Public Records Act (Gov. Code, Section 6250, et. seq.). If Landlord receives a request for records related to information obtained from Tenant pursuant to this Lease, Landlord, to the extent permissible under applicable law, agrees to provide Tenant with written notice of such request within seventy-two (72) hours of its receipt of the records request. Tenant shall then have the time period specified in Landlord’s notice to determine whether it considers any of the information confidential proprietary information and whether it will take legal action to prevent disclosure of the requested information. Tenant acknowledges a request for records under the California Public Records Act will require prompt response from Tenant given Landlord’s obligation to respond to such request within ten (10) days of its receipt of such request for records. Absent a timely response, Landlord shall release all of the requested records. Landlord shall have no monetary liability whatsoever to Tenant for release of information pursuant to a request under the California Public Records Act or any subpoena; nor shall Landlord be obligated to defend against any challenge related to a California Public Records Act request or a subpoena for records that Tenant asserts are confidential. Tenant further agrees to indemnify, hold Landlord harmless from and against any and all claims, causes of action, damages, and judgments, as well as reasonable attorney fees and actual costs, resulting from a challenge related to a records request or subpoena for records that Tenant asserts are confidential. Tenant’s indemnity obligations under this Section 28 shall survive the Termination Date.
29. Environmental Matters.
A. Tenant shall comply at all times during the Term with all applicable Environmental Laws relating to Hazardous Materials on the Premises.
Tenant shall not bring and shall use commercially reasonable efforts to prevent any of the Tenant Parties from bringing any Hazardous Materials onto the Property in violation of Applicable Laws other than those used customarily in Tenant’s business operations and in all events in the quantities and in the manner prescribed by applicable Environmental Laws.
Tenant agrees that it will indemnify and hold Landlord harmless for any and all costs, liabilities, investigations, damages and expenses, including any remediation costs or cleanup or corrective action expenses, associated with environmental contamination to the extent introduced by Tenant Parties.
Tenant agrees that it is responsible for remediating environmental contamination to the extent introduced by Tenant Parties and required by the applicable government entity, but only to the extent required by Environmental Law.
B. Landlord Termination Option. If a Hazardous Materials violation occurs during the Term and is caused by a third party, Landlord may, at Landlord's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Landlord's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds fifty thousand dollars ($50,000), give written notice to Tenant of the estimate of the cost of remediation (the "Remediation Notice") and Landlord's willingness to proceed with remediation on a 50150 sharing basis with Tenant for all costs to remediate, provided however, if Tenant does not elect to contribute to the costs of remediation within thirty (30) days receipt of the Remediation Notice, as described above, Landlord or Tenant shall each have the right to terminate this Agreement upon sixty (60) days following the date of the Remediation Notice. Should Tenant elect to contribute to the remediation costs, Tenant shall provide Landlord with said funds or satisfactory assurance thereof within thirty (30) days following such commitment. Upon such commitment to remediate between the Parties, this Lease shall continue in full force and effect, and Landlord shall proceed to make such remediation as soon as reasonably possible after the required funds are available.
C. Definitions. The following definitions shall be used in this Section 29. "Environmental Law" means any federal, state or local law pertaining to land use, air, soil, surface water, groundwater (including the protection, cleanup, removal, remediation, or damage thereof), public or employee health or safety or any other environmental matter, including, but not limited to, the following: (a) Clean Air Act (42 U.S.C. § 7401, et seq.); (b) Clean Water Act (33 U.S.C. § 1252, et seq.); (c) Resource Conservation and Recovery Act (42 U S.C. § 6901, et seq.); (d) Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.); (e) Safe Drinking Water Act (42 U.S.C. § 300f, et seq.); (f) Toxic Substances Control Act (15 U.S.C. § 2601, et seq.); (g) Endangered Species Act (16 U.S.C. § 1531, et seq.); (h) Occupational Safety and Health Act (29 U.S.C. § 651, et seq.); (i) Emergency Planning and Community Right -To -Know Act (42 U.S.C. § 11001, et. seq.); and 0) any other applicable laws or regulations for the protection of the environment, human health or safety or regulating Hazardous Materials, or Hazardous Material Activities.
"Hazardous Materials" means (a) any petroleum, crude oil, natural gas, or any fraction, product or derivative thereof, radioactive materials, asbestos in any form that is friable; (b) any chemicals, materials, substances or wastes that are defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous 11