Agenda packet — Upland City Council, October 9, 2023 (part 1 of 2)

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:'IEETING OF THE CITY COUNCIL
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Bill Vclto,Mayor
Carlos A.Garcia, Mayor Pro Tent- District 3 Michael Blay,City Manager James Rreit1In�,Counrilmenther- District 2 Stephen P. Deitnrh,City Attorney Shannon Maust,Cnuncilnreinher - Distrirt I Keri Johnson, City Clerk Rudy Zunlga, Councilnicntber- District 4
Monday, October 9, 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.

4. CLOSED SESSION

5. INVOCATION
Mike Ingram, Christian Science Faith

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS
Proclamation Recognizing November as National Veterans and Military Families Month Presentation on Resident Use of the City's Reporting Apps

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 5
Recommended Action:

Approve the Regular Meeting Minutes of September 25, 2023. (Staff Person: Keri Johnson)
b. 2ND READING OF ORDINANCE NO. 1982 AMENDING THE ZONING 9 DESIGNATION OF A 7.90-ACRE PARCEL LOCATED AT 1225-1281 W 9TH STREET (APN: 1007-511-09)
Recommended Action:

Hold second reading by title only, waive further reading, and adopt Ordinance No. 1982, (Zone Change No. ZC-22-0001), amending the Zoning designation of the same 7.90-acre parcel from Commercial/Office Mixed-Use (C/O-MU) to Commercial/Industrial Mixed-Use (C/I-MU). (Staff Person: Robert Dalquest) c. CONSIDER APPROVAL OF A LIEN SALES SERVICE AGREEMENT 23 CEQA: Not a Project.

Recommended Action:

Approve an agreement with Denco Lien Sales for services related to the sale of vehicles impounded/stored at the Police Department impound lot; and authorize the City Manager to execute the agreement. (Staff Person: Marcelo Blanco) d. OFFICE OF TRAFFIC SAFETY MOTORCYCLE SAFETY EDUCATION GRANT 34 MC24012
CEQA: Not a Project
Recommended Action:

Accept the Office of Traffic Safety Ride to Live Motorcycle Education grant funds (Grant No. MC24012) and authorize the appropriation of the $24,000 in the Office

of Traffic Safety fund. (Staff Person: Marcelo Blanco)
e. WARRANT AND PAYROLL REGISTER FOR SEPTEMBER 2023 51 CEQA: Not a Project.

Recommended Action:

Approve the September warrant registers (check numbers 44954-45294) and direct disbursements totaling $6,348,513.44 and payroll registers totaling $1,754,263.45 (check numbers 163496- 163510 and electronic fund transfers 42790-43305. (Staff Person: Stephen Parker)
f. CONSIDER APPROVAL OF A CONSTRUCTION CONTRACT FOR SHADE 59

STRUCTURES AT OLIVEDALE PARK
CEQA: Determined to be exempt pursuant to Section 15302, Replacement or Reconstruction and Section 15303, New Construction or Conversion or Small Structures, of the CEQA Guidelines.

Recommended Action:

Approve a construction contract with Innovative Playgrounds, Inc. in the amount of$220,248.08 for the replacement of the existing picnic shade structure and the addition of a second picnic shade structure at Olivedale Park; authorize an appropriation of $59,380 in Quimby funds, and authorize the City Manager to execute the contract and provide a 50% deposit to the vendor. (Staff Person:

Stephen Parker)
g. CONSIDER APPROVAL OF AMERICAN RESCUE PLAN ACT FUNDS AND 95

PROGRAM GUIDELINES FOR MICRO-RETAIL RESILIENCY PROGRAM
CEQA: Determined to be Exempt pursuant to Section 15301 of the CEQA Guidelines.

Recommended Action:

Approve the program guidelines relative to funding the Micro-Retail Resiliency Program and authorize a budget adjustment of $50,000 from American Rescue and Recovery Plan Act funds to fund the Program. (Staff Person: Robert Dalquest)
h. ACCEPT COMMUNITY PROJECT FUNDING (CPF) GRANT AWARDS FOR 100 FISCAL YEAR 2022 (AGUILAR) AND FISCAL YEAR 2023 (TORRES) CEQA: Not a Project
Recommended Action:

Accept the Fiscal Year 22 (Aguilar) Community Project Funding Grant award of $1 Million, and the Fiscal Year 23 (Torres) Community Project Funding Grant award of$750,000 and appropriate the funds. (Staff Person: Robert Dalquest) i. CONSIDER AWARD OF BID FOR DOWNTOWN PARKLETS PROJECT (BID 155 2023-08)
CEQA: Determined to be categorically exempt from further environmental review pursuant to Section 15301(c) (Existing Facilities) of the CEQA guidelines.

Recommended Action:

Approve the plans and specifications for Project 32337 - Downtown Parklets

Improvements; award the construction contract to DASH Construction in the amount of $1,243,013.56, which includes a 15% contingency; authorize an additional budget allocation of $350,000 from Quimby funds and authorize the City Manager to execute the agreement and any future extension or amendments within the City Manager's authority. (Staff Person: Braden Yu)

11. PUBLIC HEARINGS
a. CONSIDERATION OF A PURCHASE AND SALE AGREEMENT FOR CITY

OWNED PROPERTY LOCATED AT THE SOUTHWEST CORNER OF
WASHINGTON BLVD. AND SIXTH AVE. (APN: 1046-433-25)
The offer from Gibson Construction has been withdrawn and public hearing noticed for October 9, 2023 has been cancelled.

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.

13. BUSINESS ITEMS
a. RECEIVE THE INFORMATIONAL REPORT ON THE CITY'S FINANCIAL 163

HEALTH WITH FINANCIAL SCORECARD
CEQA: Not a Project
Recommended Action:

Receive and file the Financial Health Scorecard prepared by Kosmont Financial Services. (Staff Person: Stephen Parker)

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, October 23, 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 October 4, 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

MINUTES OF THE REGULAR MEETING OF THE UPLAND CITY COUNCIL September 25, 2023
7:00 p.m.

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
Natasha Walton, People 4 Upland Parks, requested that Council not move forward with the consideration of a lease in San Antonio park. She further stated no park space should be leased, because parks should be used for open space and recreational purposes.

CLOSED SESSION - 6:00 p.m.

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 LEGAL COUNSEL- EXISTING

LITIGATION
(Paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Case Name: Christina Lira v. City of Upland
San Bernardino County Superior Court of California Case No. CIVDS 2011927 b. CLOSED SESSION CONFERENCE WITH REAL PROPERTY NEGOTIATORS California Government Code Section 54956.8
Property: Approximately 146 square foot area within San Antonio Park located at 1251 W. 24th Street in the City of Upland (APN: 0200-135-01) 1

Page 5 of 215 ends

City Negotiators: City Manager Michael Blay, Development Services Director Robert Dalquest, and Economic Development Coordinator Melecio Picazo Negotiating Party: Crown Castle
Under Negotiation: Price and terms of payment
The City Council reconvened in open session at 7:00 p.m.

5. INVOCATION
Jim Thomas, Church of Jesus Christ of Latter Day Saints

6. PLEDGE OF ALLEGIANCE
Led by Kati Parker

7. PRESENTATIONS
Presentation of a Certificate of Recognition to Elaine Carrillo for her work with the Downtown Farmer's Market.

8. CITY ATTORNEY
City Attorney Deitsch announced the City Council received reports on Closed Session Items and there was no reportable action during Closed Session.

9. ORAL COMMUNICATIONS
Marco Tule, Upland, representing Inland Empire Utility Agency, thanked the Council for considering the regional contract.

Kati Parker, Upland, announced upcoming events hosted by Chino Basin Water Conservation District and Upland Heritage.

Edin Enamorado, commented on the protest process posted on the agenda, his first amendment rights; and questioned the actions of an Upland Police Officer.

Angel Garcia, Upland, requested the construction of a pickle ball court in Memorial Park and stated benefits that it would offer the community.

Natasha Walton, People 4 Upland Parks, spoke in opposition of the sale of City owned property at Washington Boulevard and 6th Avenue; and requested the City reserve all City owned land for park land.

Michael Fowler, Upland, questioned whether tables would be removed from the Baldy View Dog Park and was opposed to some of the proposed changes.

Julian Gomez, questioned the actions of an Upland Police Officer and demanded the Council address the issue at an upcoming meeting.

10. CONSENT CALENDAR
Councilmember Breitling removed Consent Calendar Item 10.e. for separate action.

Moved by: Councilmember Zuniga
Seconded by: Councilmember Breitling
Approve the Consent Calendar
Motion: Carried Unanimously
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a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of September 11, 2023. b. RESOLUTION OF INTENTION TO SELL PROPERTY LOCATED AT THE SOUTHWEST CORNER OF WASHINGTON BLVD AND 6TH AVE (APN 1046- 433-25)AND SET PUBLIC HEARING DATE
Adopt Resolution No. 6745 finding that public interest and convenience require the sale of certain real property, declaring its intent to sell such property, setting a public hearing date for consideration of protests, and finding that the same does not constitute a "project" and is not subject to review under the California Environmental Quality Act.
c. TREASURER'S REPORT AUGUST 2023
Receive and file the August 2023 Treasurer's Report.
d. CONSIDER APPROVAL OF PROCUREMENT OF CITYWIDE PARK
RESTROOM FIXTURES AND APPROVAL OF AN AGREEMENT WITH BIG 0

FLOORING FOR EPDXY INSTALLATION
Approve the procurement of restroom fixtures from Thompson Plumbing Supply Inc. in the amount of $120,000 and approve a general services agreement with Big 0 Flooring, Inc. for the installation of epoxy at nine park restrooms; and authorize the City Manager to execute the agreement.
e. CONSIDER ADOPTING A RESOLUTION APPROVING THE REGIONAL

SEWAGE SERVICE CONTRACT WITH INLAND EMPIRE UTILITIES AGENCY Council thanked staff for their work on this item.

Moved by: Councilmember Breitling
Seconded by: Councilmember Garcia
Adopt Resolution No. 6746 approving the Regional Sewage Service Contract with Inland Empire Utilities Agency.

Motion: Carried Unanimously

11. PUBLIC HEARINGS
a. CONSIDER A RESOLUTION AND ORDINANCE AMENDING THE GENERAL PLAN AND ZONING DESIGNATION OF A PARCEL LOCATED AT 1225-1281 WEST 9TH ST. (APN: 1007-511-09)
Development Services Director Dalquest introduced Planning Manager Farris who presented the staff report along with a PowerPoint presentation.

Planning Manager Farris answered questioned posed by the Council regarding vacancies on the site.

Mayor Velto opened the public hearing, hearing no testimony, closed the public hearing.

Property Manager Sam Greek commented on the original design of the complex and the potential tenants.
3

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Moved by: Councilmember Garcia
Seconded by: Councilmember Breitling
Approve an addendum to the Final Program Environmental Impact Report for the City of Upland's General Plan Update (GPU 08-03), Zoning Code Update (ZCU 08-03), Climate Action Plan (CAP), and the Cable Airport Land Use Compatibility Plan Update (CALUCP), State Clearinghouse No. 2012041006; and adopt Resolution No. 6747 approving General Plan Amendment No. GPA-22-0002 to amend the General Plan designation of a 7.90-acre parcel developed as an industrial business park, located at 1225-1281 West 9th Street (APN: 1007-511- 09) from Commercial/Office Mixed-Use (C/O-MU) to Commercial/Industrial Mixed-Use (C/I-MU); and hold first reading by title only, waive further reading, and introduce Ordinance No. 1982 (Zone Change No. ZC-22-0001) amending the Zoning designation of the same 7.90-acre parcel from Commercial/Office Mixed-Use (C/O-MU) to Commercial/Industrial Mixed-Use (Oil-MU). Project site located at 1225-1281 West 9th Street (APN: 1007-511-09).

Motion: Carried Unanimously

12. COUNCIL COMMITTEE REPORTS
a. COUNCIL REPORTS ON REGIONAL COMMITTEE MEETING, TRAINING, OR

CONFERENCE ATTENDANCE
Councilmember Garcia reported on City Official's attendance of the League of California Cities Annual Conference in Sacramento.

13. BUSINESS ITEMS

14. COUNCIL COMMUNICATIONS
Councilmembers announced various activities throughout the community, including providing an update on the meetings and conferences they attended.

Councilmember Garcia was in consensus with Councilmember Breitling's request to refer the review of park signage to the City Council Advisory Committee.

15. CITY MANAGER
City Manager Blay announced the road survey currently being conducted in the City.

16. ADJOURNMENT
Mayor Velto adjourned the meeting at 7:59 p.m. The next regularly scheduled City Council meeting is Monday, October 9, 2023.

Keri Johnson, City Clerk
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DATE: September 25,2023 Ire r®N
TO: MAYOR AND CITY COUNCIL N0.426
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

LORALEE FARRIS,PLANNING MANAGER
SUBJECT: CONSIDER A RESOLUTION AND ORDINANCE AMENDING THE GENERAL PLAN AND ZONING DESIGNATION OF A PARCEL LOCATED AT 1225-1281 WEST 9TH ST.(APN:
1007-511-09)

RECOMMENDED ACTION
It is recommended that the City Council conduct a public hearing and take the following actions: 1)Approve an addendum to the Final Program Environmental Impact Report for the City of Upland's General Plan Update (GPU 08-03), Zoning Code Update (ZCU 08-03), Climate Action Plan (CAP), and the Cable Airport Land Use Compatibility Plan Update(CALUCP), State Clearinghouse No. 2012041006;2)Adopt a Resolution approving General Plan Amendment No.GPA-22-0002 to amend the General Plan designation of a 7.90-acre parcel developed as an industrial business park,located at 1225-1281 West 9th Street(APN:
1007-511-09) from Commercial/Office Mixed-Use (C/O-MU) to Commercial/Industrial Mixed-Use (C/I- MU); and 3) Hold first reading by title only, waive further reading, and introduce an Ordinance (Zone Change No. ZC-22-0001), to amend the Zoning designation of the same 7.90-acre parcel from Commercial/Office Mixed-Use(C/O-MU)to Commercial/Industrial Mixed-Use(C/I-MU).

GOAL STATEMENT
The proposed action supports the City's goals of retaining and attracting land uses that generate revenue to the City,provide employment for residents while balancing other community needs such as housing,parks and open space, and public facilities; and supporting the continuation of mixed residential and industrial uses located along 9th Street between Central and San Antonio Avenues.

BACKGROUND
The property contains an existing industrial business park with eleven(11) tilt-up style buildings totaling 112,905 square feet of building area on 7.90-acres located west of Mountain View Avenue on the north side of 9th Street. The building sizes range from approximately 7,089 square feet to 13,204 square feet in size. Two of the buildings are further subdivided into several smaller tenant spaces, ranging in size from approximately 1,715 to 2,886 square feet. The industrial business park was constructed in 1975, with the approval of Site Plan No. SP-10-793 (398)when the property was located within the ML(Light Industrial) zone. The applicant has indicated that amending the General Plan and Zoning designation to Commercial/Industrial Mixed-Use would allow additional uses to operate within the industrial business park, particularly light industrial and manufacturing uses for which the center was developed to accommodate. The leasing agent for the industrial business park has indicated that it has been difficult to lease spaces in the industrial business park to uses that are allowed in the existing Commercial/Office Mixed-Use (C/O-MU) zone. Uses such as office,restaurant, and many types of retail uses often locate in more commercial-oriented developments and along arterial streets.The leasing agent has also indicated that they have had to turn away several perspective tenants because they were not permitted in the C/O-MU zone,but would fit well within an industrial business park setting, such as pharmaceutical manufacturing, small machine shops, light assembly uses, woodworking uses, cabinet manufacturing shops, and screen printers.

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On July 5, 1988, County Assessor's Office records indicate the current property owner, Industrial Plaza, acquired ownership of the industrial business park.

On April 8, 1996,the City Council adopted an updated citywide Upland General Plan,which changed the land use designations of a number of properties throughout the City. This update created areas within the City where the current zoning did not reflect the General Plan land use designation. As part of this update, the General Plan land use designation of the property was changed from Light Industrial to Highway Commercial.

On August 11,2003,the City Council adopted Ordinance No. 1755 (ZC-02-07/EAR 1420),a city-initiated zone change application that was part of a citywide consistency zone change program to update the zoning designation of properties to be consistent with the General Plan,totaling approximately 23.1 acres,located at the intersection of Mountain Avenue and West 9th Street. The associated Zone Change application amended the underlying zoning district of the industrial business park from ML (Light Industrial) to CH (Highway Commercial),making several of the industrial uses on-site legally non-conforming.

On September 14, 2015, the City Council adopted Resolution No. 6298, which certified a Final Environmental Impact Report(FEIR),SCH#2012041006,prepared for the General Plan Update(GPU-08- 03), comprehensive Zoning Code Update (ZCU-08-03), Cable Airport Land Use Compatibility Plan (CALUCP),Climate Action Plan(CAP), and adopting the General Plan Update,CALUCP,CAP,findings in support for the FIER, a statement of overriding considerations, findings of fact, and a Mitigation Monitoring and Reporting Program. The General Plan Update amended the General Plan designation of the property to Commercial/Office-Mixed Use.

On September 28`h,2015,the City Council adopted Ordinance No. 1897,which amended the zoning district of the property to Commercial/Office-Mixed Use as part of a comprehensive zoning code update(ZC-08- 03) establishing new zoning districts and development standards implementing the and ensuring compatibility with the General Plan Update.

On August 23, 2023, the Planning Commission held a noticed public hearing and discussed the proposed General Plan Amendment and Zone Change application to amend the designation of both to Commercial/Industrial Mixed-Use for the 7.90-acre parcel. The Commission unanimously adopted a Resolution recommending that the City Council adopt the proposed Resolution and Ordinance, approving an addendum to the Final Program Environmental Impact Report for the City of Upland's General Plan Update (GPU 08-03), Zoning Code Update (ZCU 08-03), Climate Action Plan (CAP), and the Cable Airport Land Use Compatibility Plan Update (CALUCP), State Clearinghouse No. 2012041006, and approving General Plan Amendment No. GPA-22-0002 and Zone Change No.ZC-22-0001.

ISSUES AND ANALYSIS
General Plan Amendment
The subject property is located within the Commercial/Office Mixed-Use General Plan designation,which is intended to accommodate multi-story office buildings along Foothill Boulevard near San Antonio Hospital and along Mountain Avenue near the I-10 Freeway,to support regional employment opportunities.

Commercial uses are also supported within this designation and are expected to be integrated into an office complex.

The applicant proposes to amend the General Plan land use designation to Commercial/Industrial Mixed- Use (C/I-MU). The C/I-MU designation is designed to accommodate a variety of industrial and regional retail uses and to support commercial activities to satisfy a range of shopping needs for residents of the community. The property is developed with an industrial business park since 1975, and as such, fits the stated intent of the C/I-MU more consistently. The business park includes eleven(11)tilt-up style industrial buildings,with tenant spaces that maximum open floor area and contain minimal office space,as needed to support the uses for which the center was designed to accommodate upon its construction.

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The request to amend the General Plan and Zoning designations of the property are consistent with the General Plan goals and/or policies as detailed below in the General Plan Amendment Findings section below. Image 1, below, illustrates the current and proposed General Plan designation, as well as the immediate surrounding area.

Image 1 Existing Proposed
existing C/O-MU
•
_-- Proposed Cn-MU
A.y
w — • pp
Ira
MW
With the proposed General Plan land use designation change,the area of C/I-MU will serve as a transition between the Commercial/Office—Mixed Use that fronts on Mountain Avenue to the east and the Light Industrial/Business Park designation to the west,allowing a mix of both commercial and industrial uses.

General Plan Amendment Findings
Upland Municipal Code Section 17.49.060 provides that the City Council may approve a General Plan Map Amendment,provided all of the following findings can be made first:

1. The proposed General Plan Amendment is in the public interest.

Evidence: The proposed General Plan Amendment is in the public interest because the amendment will maintain the long-term viability of an existing industrial business park by allowing it to be utilized in the purpose for which it was originally developed and that is consistent with the surrounding area. The amendment will resolve outstanding non-conforming uses and will allow the property to serve as a transition between the Commercial/Office Mixed Use (C/O-MU) along Mountain Avenue and the Light Industrial/Business Park to the west.

2. The proposed General Plan Amendment is consistent and compatible with the rest of the General Plan.

Evidence: The amendment identifies consistency with the General Plan elements including the following goals and polices:
a. Land Use Element Policy LU-3.1: Economic Development. Retain and attract land uses that generate revenue to the City,provide employment for residents while balancing other community needs such as housing, parks and open space,and public facilities.

Fact: The General Plan Amendment (GPA) will allow the industrial business park to retain existing uses, will allow uses that became legally non-conforming when the zone previously changed to become

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conforming uses again,and continue to allow a wide variety of commercial uses,allowing the center to be viable and utilized to its full potential.
a. Land Use Element Policy LU-3.8: 9th Street Industrial. Support the continuation of mixed residential and industrial uses located along 9th Street between Central and San Antonio Avenues.

Fact: The industrial business park,located at 1225-1281 W.9th Street,is best supported by this policy with approval of the GPA and ZC application,as it will directly support the continuation of industrial uses along 9th Street between Central and San Antonio, within an appropriate C/I-MU zoning designation, that best meets the objective of this policy.
b. Economic Sustainability Element Policy ES-4.3: Economic Impacts of Land Conversion. Consider long-term fiscal and economic impacts of any conversion of employment lands to other uses when updating zoning.

Fact: Approval of the GPA and ZC would support the long-term viability of the industrial business park, allowing for a wide variety of businesses to occupy a center, and the buildings within,that were designed within an industrial business park setting. Amending the land use designation of the property from C/O- MU to C/I-MU will both allow the continuation of existing retail and office uses that are supported in the C/O-MU, while allowing light industrial and service type uses for which the buildings were originally designed to accommodate. The improved economic viability within the center will continue to generate sales and property taxes.

3. The potential effects of the proposed General Plan Amendment have been evaluated and have been determined not to be detrimental to the public health,safety,or welfare.

Evidence:The proposed General Plan Amendment has been evaluated and determined not to be detrimental to the public health,safety,or welfare. The industrial business park has been designed to accommodate the uses that the land use designation change would permit and the addition of light industrial uses will be consistent with the surrounding area. The project will result in less daily vehicular trips on the roadways by allowing less intense industrial uses within spaces that have been designed to accommodate them and will eliminate legal non-conforming uses.Furthermore,the amendment will be consistent with all local and state regulations.

4. The proposed General Plan Amendment has been processed in accordance with the applicable provisions of the California Government Code and CEQA.

Evidence: The proposed General Plan Amendment has been processed in accordance with the applicable provisions of the California Government Code.including CA Government Code§65352.3 which regulates tribal consultation requirements for General Plan Amendments and CA Government Code §65358 which regulates amendments to General Plans.A previous analysis of environmental impacts has been conducted for the Final Program Environmental Impact Report for the City of Upland's General Plan Update (GPU 08-03),Zoning Code Update (ZCU 08-03), Climate Action Plan (CAP), and the Cable Airport Land Use Compatibility Plan Update (CALUCP), State Clearinghouse No. 2012041006. The Proposed Project will not involve new significant environmental effects or a substantial increase in the severity of significant effects already identified in the Certified EIR,adopted in September 2015.Therefore,an Addendum to the existing EIR is appropriate and has been prepared for the project; no further environmental review is required.

Zone Change
The subject property is located within the Commercial/Office Mixed-Use(C/O-MU)zoning district,which is consistent to the General Plan land use designation, which is intended to accommodate multiple story office buildings,with ground floor local-serving retail uses, service oriented commercial uses, and small-

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scale office uses,with a preference of land uses that consist of vertical mixed-use developments.The C/O- MU district was established on the property in 2015, at which time it was amended as part of a comprehensive zoning update coinciding with the City's General Plan Update.

The applicant proposes to amend the zoning designation to Commercial/Industrial Mixed-Use (C/I-MU) zoning district,as the entire center was initially designed and constructed as an industrial business park and the C/O-MU does not allow any light industrial land uses, which are defined in Section 17.51.010 (Definitions)as follows:
"Light Industrial' means a use that is intended to allow for light industrial and business park uses with little potential to create noise, odor, vibration, or other similar impacts to surrounding areas, and is intended to generate employment opportunities in the City. This definition includes clothing and fabric product manufacturing;food and beverage product manufacturing; catering operations and wholesale bakeries;laundry, dry-cleaning,and carpet cleaning plants;establishments manufacturing and assembling small products primarily by hand, including jewelry,pottery and other ceramics;woodworking, including cabinet making and furniture manufacturing; repair of scientific or professional instruments and electric motors; and printing,publishing and lithography."
The applicant has indicated that they regularly have had to turn potential light industrial tenants away who are seeking to establish within a smaller tenant space within an industrial business park setting,as the C/O- MU zoning designation does not allow these uses. The proposed change to C/I-MU zone allows a mix of commercial and light industrial uses,allowing the business park to maintain existing uses and accommodate lower intensity light industrial uses.

The applicant initially explored the possibility of amending the zoning designation from C/I-MU to LI (Light Industrial), similar to the zone that was in place at the time the business park was constructed and the present zone for the properties located immediately to the west along most of the north and south side of 9th Street. However, after a review of the proposal was found to conflict with updates to State law adopted through Senate Bill 330.

Senate Bill(SB)330(Housing Crisis Act of 2019)
Senate Bill 330, also known as the Housing Crisis Act of 2019,became effective on January 1, 2020, and expanded and/or amended state legislation with broad goals of facilitating increased production of housing.

The bill added Section 66300(b)(1) to the California Government Code, which prohibits a city from changing the general plan land use designation or zoning designation of parcels to a less intensive residential use or reducing the residential intensity allowed through a reduction to density, or development standards that would apply to residential development(i.e.height,floor area ratio,open space or lot size requirements, setbacks, lot coverage) that would lessen the intensity of housing. These regulations ensure that there be no net loss of residential capacity within the City,unless this loss is replaced concurrently elsewhere.

Changing the zone from Commercial/Office Mixed-Use(C/O-MU)to Light Industrial(LI)would result in a loss of residential capacity that triggers SB 330's "no net loss" provisions. Even though there are no residential uses existing within the industrial business park and residential development is not likely in the near or distant future due to the existing improvements on-site,the underlying C/O-MU zone allows for the development and/or establishment of future residential uses,such as Commercial and Industrial-Live Work, Senior Citizen Housing and SROs (Single Room Occupancy) at a residential density of 10 dwelling units per acre. The Light Industrial (LI) zone,however, does not permit residential uses. This approach would result in downzoning the residential density allowed on the property, which would violate the provisions added by SB 330. Amending the zoning designation to the C/I-MU zone,however,would maintain these residential uses and allow a maximum density of 15 units per acre.This approach would ensure there is no net loss in residential potential, through the changing in General Plan and zoning designation, while also adequately meeting the needs of the property owner and serving as a transition area between commercial and industrial areas along 9th Street.

Page 13 of 215 ends

Image 2, below, illustrates the current and proposed zoning designation, as well as the immediate surrounding area.

Image 2 Existing Proposed
.... A
Ong toning w _
f�;0-MU) Prop .ed Zoneng
fi. (Cn-MU)

0.M . -
I
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1,
.
ill N\i IA> .. ti
ISO Ill)DO
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MOM VI
S F
Zone Comparison
The C/O-MU and C/I-MU zones are largely similar,in that both zones allow for a variety of commercial and office uses as well as a residential mixed use or live work component. A table providing a full side- by-side comparison of the allowable uses within each zone has been provided within Attachment D to this report. Only a few differences between the zoning districts exist,with the primary use allowed in the C/I- MU that would most benefit the industrial business park being the"light industrial uses".

The change in zoning district to allow "light industrial" uses, which is supported within an industrial business park setting,would allow the property to be utilized in the same fashion it was originally approved and constructed in 1975, while also allowing existing commercial and office uses to remain as permitted uses as well.

Table 3,below,outlines which uses would be allowed in the proposed C/I-MU district,and which uses would be removed as available uses with the zone change:

Table 3
New Uses(Added with C/I-MU) Permit Required
Condominiums Conditional Use Permit
Industrial Live-Work Conditional Use Permit
Multi-Family Residential(Apartments) (3 Conditional Use Permit or more attached)
Correctional Institutions and Facilities Conditional Use Permit Funeral Homes/Mortuaries Conditional Use Permit
Adult Businesses The subject center does not meet the minimum separation requirement
from residential districts and uses to
allow for approval of a Conditional
Use Permit.

Tattoo Parlor Conditional Use Permit

Page 14 of 215 ends

Light Industrial Permitted
Removed Uses with Zone Change Change
Skilled Nursing Facility From Conditional Use Permit to Not Permitted
Child Care/Day Care Centers From Conditional Use Permit to Not Permitted
Private Educational Institution or Trade From Administrative Use Permit to Schools Not Permitted
Pawning From Administrative Use Permit to
Not Permitted
The primary use that is permitted by-right that would be added with approval of the zone change to C/I- MU would be the"Light Industrial"listing. Two legally non-conforming light industrial businesses operate within the center currently and would become conforming uses. Every other use added as an available option within the C/I-MU zone would require Planning Commission approval of a Conditional Use Permit, so that it may be reviewed on a case-by-case basis, evaluated based on any potential impacts, and conditioned appropriately. Lastly, although Adult Businesses are listed as a conditionally permitted use within the C/I-MU zone, Section 17.20.080 (Site Criteria), requires that Adult Businesses be located no closer than 800 feet from a residential use or zone,as measured from the center of the unit to the property line of the residential zone. The entire industrial business park, as measured from the southern-most property line, is located within 675 feet of a multi-family residential district to the north, located at 1256 W. Arrow Highway. As such,there are no existing units within the center,nor any area within the center where new units can be constructed,that would be located outside of the 800-foot radius requirement. As such, an adult business would not meet the site criteria required for approval of a Conditional Use Permit and would not be permitted within this industrial business park. Further,the property owner has stated that they have no interest in allowing this use within the center.

Existing Uses
Staff reviewed the active business licenses for the businesses that currently occupy the industrial business park to determine how these uses may be affected by a general plan amendment and zone change to Commercial/Industrial Mixed Use. As indicated in Table 3 below,the uses occupying the center are those that typically utilize large open tenant spaces for an ancillary warehousing component of a primary use.

Two legally non-conforming businesses were identified that would be made conforming businesses upon a change to C/I-MU, including a sign manufacturer and Lamb Components, a manufacturing business that has occupied the center since 1978. No businesses with active business licenses would be made non- conforming as a result of the general plan amendment or zone change.

Table 4
Address Business Land Use Permitted in C/O- Permitted in C/I- MU MU
1225 Flick& Artist Studio(Non- Permitted Permitted Rankaitis Assembly)
Studio
1229 Wayne Paradise Sign Manufacturing Non-conforming Permitted Signs
1235 McGinnis' General Building Permitted Permitted Remodeling Contractor Office
Inc.
1237 Red Door and Glazing and Door Permitted Permitted Hardware Contractor Office
1241 Questophobia Warehousing Permitted Permitted Corp

Page 15 of 215 ends

1243 JMK Garage Garage Door Permitted Permitted Doors Sales/Service Office
1245 The Enjoy Co, Office for web design Permitted Permitted LLC and online retail,with
ancillary
warehousing
1249 Legend 7 Used Car Dealer Permitted under Permitted under Motorsports (Office Only)with AUP-20-0006 AUP-20-0006 indoor car storage _
1251 Sew Happy Embroidery/Screen Permitted Permitted Printing
1253 DFS Flooring Flooring Permitted Permitted LP Subcontractor office,
ancillary
warehousing
1255 Liquidation Retail Permitted Permitted
Center
1259 Lamb Manufacturing Non-Conforming Permitted Components
1261 Woodson Online Retailer with Permitted Permitted Group ancillary
warehousing
1269 Auxusa Best Wholesale Permitted Permitted Houseware Office/Warehousing
1271 Innovative Tek Develop/Manufacture Permitted Permitted Inc hardware
1281 Tom Duffy Wholesale Office Permitted Permitted Company/B.R. /Warehousing
Funsten&Co
Existing Site Considerations
Several existing site conditions also support changing the General Plan land use designation and the zoning designation to Commercial/Industrial Mixed Use (C/I-MU). The center was originally constructed as an industrial business park and has largely operated in this capacity ever since, accommodating for newer commercial uses with the change in zoning districts that have occurred over the years. As an industrial business park, the center was constructed with industrial parking standards. With 112,905 square feet of gross floor area and 381 parking stalls, the center has a parking ratio of 1 stall per 296 square feet. The Municipal Code's parking requirement for light industrial uses only requires 1 stall per 500 square feet of light industrial/manufacturing area. Warehousing only requires 1 stall per 1,000 square feet,plus 1 per 300 square feet of office. More intense commercial uses require significantly more parking spaces per square foot than light industrial or warehousing uses. For example,restaurant uses require 1 stall per 100 square feet and retail uses require 1 stall per 250 square feet. The industrial business park is not adequately parked to accommodate primarily office and retail uses, such as would be emphasized in the currently Commercial/Office Mixed Use zone, thereby making the establishment of primarily commercial uses within the center unfeasible without generating a significant parking shortage. To be fully used with only commercial retail uses, the center would have had to provide 452 parking stalls, which are simply not available on the property. Allowing a mix of commercial, office, light industrial,and warehousing uses in the industrial park allows for a balance between higher and lower intensity uses that can be accommodated by the existing off-street parking lot.

Additionally, the buildings were constructed with industrial improvements, such as open floor plans, loading docks, roll up doors,and screened outdoor storage areas that best suit small light industrial, small manufacturing,service,and storage-based uses.The industrial business park is also set back from Mountain

Page 16 of 215 ends

Avenue,the primary commercial thoroughfare, connected only by a single driveway that extends out like a flag lot between two multi-tenant commercial buildings. The center's primary access comes from three driveways on West 9th Street, for which the property is fully addressed off. This corridor of 9th Street provides several other light industrial properties between Mountain Avenue and Benson Avenue. As such, allowing light industrial uses to reestablish within the center would not introduce a use not already readily present along 9th Street.

Zoning Map Amendment Findings
Upland Municipal Code Section 17.48.060 provides that the City Council,before approving a Zoning Map Amendment,shall make all of the following findings:

1. The proposed amendment is consistent with the General Plan and any applicable community or specific plan as provided by Government Code Section 65860.

Evidence: This Zoning Amendment is to amend the Zoning District of the project site from Commercial/Office Mixed Use to Commercial/Industrial Mixed Use. Government Code Section 65860 requires a city's zoning ordinance to be consistent with the General Plan,therefore the project is consistent with Government Code Section 65860.

2. Finding: The proposed amendment will not be detrimental to the public interest, health, safety,or welfare of the City.

Evidence: The proposed Zoning Amendment will not be detrimental to the public interest, health, safety, or welfare because the amendment will result in allowing less intense industrial uses to occupy an industrial business park that was built and designed to accommodate such uses.Furthermore,light industrial uses are consistent with the Light Industrial zoning district, located immediately to the west and south, and would not result in bringing in conflicting land uses within the area. The zone change would comply with Senate Bill 330,would continue to allow the same commercial uses within the business park,and would not result in any additional vehicle trips based on a Traffic Memorandum prepared by Urban Crossroads on February 27, 2023.

3. The affected site is physically suitable in terms of design, location, shape, size, and other characteristics to ensure that the proposed uses and development will not endanger, jeopardize,or otherwise constitute a hazard to the property,surrounding properties,and the community at large.

The Zone Change will not endanger, jeopardize, or otherwise constitute a hazard to the property, surrounding properties, and the community at large as the site is capable of supporting uses within the Commercial/Industrial Mixed-Use zone.

ENVIRONMENTAL DETERMINATION
Pursuant to the California Environmental Quality Act (Cal. Code Regs., Title 14, § 15162 and § 15164), after an EIR has been certified for a project,if some minor technical changes to the previously certified EIR are necessary,preparation of an Addendum to the EIR is appropriate.A previous analysis of environmental impacts has been conducted for the Final Program Environmental Impact Report for the City of Upland's General Plan Update (GPU 08-03), Zoning Code Update (ZCU 08-03), Climate Action Plan (CAP), and the Cable Airport Land Use Compatibility Plan Update(CALUCP),State Clearinghouse No.2012041006.

The Proposed Project will not involve new significant environmental effects or a substantial increase in the severity of significant effects already identified in the Certified EIR,adopted in September 2015.Therefore, an Addendum(Attachment E and F)to the existing EIR is appropriate and has been prepared for the project; no further environmental review is required.

Page 17 of 215 ends

FISCAL IMPACTS
Approval of the General Plan Amendment and Zone Change will support the long-term viability of the industrial business park,allowing for a wide variety of commercial and light industrial businesses to occupy the center, and the buildings within, that were designed within an industrial business park setting. The improved economic viability within the center will continue to generate sales and property taxes. No budget adjustments are necessary at this time.

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Determine to be Exempt.

Page 18 of 215 ends

ORDINANCE NO. 1982

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
UPLAND, CALIFORNIA, APPROVING ZONE CHANGE NO.

ZC-22-0001 TO AMEND THE ZONING DESIGNATION OF AN
EXISTING 7.90-ACRE PARCEL DEVELOPED AS A

COMMERCIAL/INDUSTRIAL BUSINESS PARK KNOWN AS
THE "MOUNTAINVIEW INDUSTRIAL PARK" TO THE
COMMERCIAL/INDUSTRIAL MIXED USE. THE PROJECT
SITE IS LOCATED AT 1225-1281 WEST 9TH STREET (APN
1007-511-09).

WHEREAS, Industrial Plaza LP, c/o Sam Greek (Applicant) has filed applications requesting approval of the General Plan Amendment No. GPA-22-0002 Zone Change No. ZC-22-0001, and Environmental Assessment Review No. EAR-22- 001 for APN: 1007-511-09 (1225-1281 West 9th Street); and WHEREAS, Upland Municipal Code Section 17.48.050 requires that the City Council take action on Zone Changes; and
WHEREAS, on August 23, 2023 at 6:30 p.m. the Planning Commission conducted a public hearing for the project and heard and considered both oral and written evidence and recommended that the City Council adopt an Ordinance approving the project; and
WHEREAS, a notice of a public hearing on said application has been given in the manner and for the time required by law; and
WHEREAS, on September 25, 2023 at 7:00 p.m. the City Council conducted a public hearing for the project and heard and considered both oral and written evidence.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF UPLAND DOES ORDAIN AS FOLLOWS:

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

Section 2. The Planning Commission hereby makes the following findings and determinations in connection with the approval of the Project:

A. Upland Municipal Code Section 17.48.060 provides that the Planning Commission, before it may recommend a Zoning Map Amendment, shall make a determination to allow the activity based upon the following findings:

1. Finding: The proposed amendment is consistent with the General Plan and any applicable community or specific plan as provided by Government Code Section §65860.

Evidence: This Zoning Amendment is to amend the Zoning District of the project site from Commercial/Office Mixed Use to Commercial/Industrial Mixed Use. Government Code Section 65860

Page 19 of 215 ends

Ordinance No. 1982

Page 2 ends

requires a city's zoning ordinance to be consistent with the General Plan, therefore the project is consistent with Government Code Section 65860.

2. Finding: The proposed amendment will not be detrimental to the public interest, health, safety, or welfare of the City.

The zone change would comply with Senate Bill 330, would continue to allow the same commercial uses within the business park, and would not result in any additional vehicle trips based on a Traffic Memorandum prepared by Urban Crossroads on February 27, 2023.

3. Finding: The affected site is physically suitable in terms of design, location, shape, size, and other characteristics to ensure that the proposed uses and development will not endanger, jeopardize, or otherwise constitute a hazard to the property, surrounding properties, and the community at large.

Evidence: The affected site is physically suitable in terms of design, location, shape, size, and other characteristics to ensure that the proposed uses because it was originally designed, approved, and constructed as an industrial business park that was intended to support the inclusion of light industrial uses. The Zone Change will not endanger, jeopardize, or otherwise constitute a hazard to the property, surrounding properties, and the community at large as the site is capable of supporting uses within the Commercial/Industrial Mixed Use zone.

Section 3. Ordinance: Amending the Zoning District. The Zoning District will change from Commercial/Office Mixed Use to Commercial/Industrial Mixed Use and Zoning District from Commercial/Office Mixed Use (C/O-MU) to Commercial/Industrial Mixed Use (C/I-MU) as shown in Exhibit A, attached hereto and incorporated herein by reference.

Section 4. Compliance with California Environmental Quality Act. The adoption of the General Plan Amendment and Zone Change does not: (1) trigger the need for subsequent environmental review pursuant to Section 21166 of the Public Resources Code and Section 15162 of the CEQA Guidelines; (2) require major revisions of the Final Program Environmental Impact Report for the City of Upland's General Plan Update (GPU 08-03), Zoning Code Update (ZCU 08-03), Climate Action Plan (CAP), and the Cable Airport Land Use Compatibility Plan Update (CALUCP),

Page 20 of 215 ends

Ordinance No. 1982

Page 3 ends

State Clearinghouse No. 2012041006 due to new or substantially increased significant environmental effects as demonstrated in the prepared addendum; or (3) result in any substantial changes with respect to the circumstances under which the project will be undertaken that would require major revisions of the Final EIR due to new or substantially increased significant environmental impacts; and there has been no discovery of new information of substantial importance that would trigger or require major revisions of the Final EIR due to new or substantially increased significant environmental effects.

Section 5. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 6. Effective Date. This Ordinance shall become effective thirty (30) days from its adoption.

Section 7. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published in a newspaper of general circulation printed and published within the City of Upland, pursuant to all legal requirements.

PASSED, APPROVED, AND ADOPTED this 9th day of October, 2023.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, California, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Upland held on the 25th day of September, 2023, and was adopted at a regular meeting of the City Council of the City of Upland on the 9th day of October, 2023, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Page 21 of 215 ends

ZONE CHANGE NO. ZC-22-0001

EXHIBIT A
The parcel highlighted below is to be amended. The zoning designation shall be changed from Commercial/Office Mixed Use to Commercial/Industrial Mixed Use.

C.,7 v. CrC-Y.'..I m (-WA!
331 43D 42i - .i--
r, 11 -2 F: 45 New Zone - Existing Zone - 0, Commercial/Industrial
Commercial/Office ,.o Mixed Use
- •`•' 131: , 'S cip-roll CFiYN'I '.':1 1127 .�:: 1NG Mixed Use ,- c,nr,u r.
: i.li 11 PI1 S.'R R.RR g=RR RR E P HH kli / §
•
..} 3170 273
(A:MU 'i MI.I
riCS•MU r 6:w..0
12Z ,v-, I'7 SST: 'il
233 223
CIO-MU
• C.T}1A.

NMN ST NINTH 5T NINT}I ST WITH S'
iC4 .7�::
410
. i .. 1
. .,1 :.;,.

T.?: El.! OP
]?La ; • IDS
r
U A

Page 22 of 215 ends

, trpl" CITY FUPLAND
„.;
"The City of Gracious Living"
Stafif(krctilt
C�tIFOB�S
DATE: October 9,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,POLICE CHIEF

MARCI WILLIAMS,POLICE SERGEANT
SUBJECT: CONSIDER APPROVAL OF A LIEN SALES SERVICE AGREEMENT RECOMMENDED ACTION:

It is recommended that the City Council approve an agreement with Denco Lien Sales for services related to the sale of vehicles impounded/stored at the Police Department impound lot; and authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed action supports the City's goal to recover costs associated with the impound/storage of vehicles not picked up by their owners after the impoundment period has ended.

BACKGROUND
The Upland Police Department maintains a vehicle impound lot at the rear of the police facility. The lot is for the storage of vehicles impounded when motorists drive without being properly licensed. The Police Department pays for the towing and recovers those costs when the vehicle owner picks up the vehicle. Vehicles not picked up at the end of the impoundment period are sent to lien and sold to recover the towing/storage costs.

ISSUES AND ANALYSIS
In August, Staff posted the Request for Proposal(RFP)on the City's website. The RFP included a requirement that proposals be submitted to the Police Depaitiiient by September 15, 2023. One Lien Sales Service provider, Denco Lien Sales, submitted a proposal. Denco Lien Sales is the current provider under the existing contract with the city, which expires October 31,2023.

Staff reviewed the Denco Lien Sales proposal and found the proposal met the requirements of the RFP. Police Department personnel responsible for the disposition of impounded vehicles have experienced no problems with the service provided by Denco Lien Sales during the current contract.

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
No additional appropriations are required at this time as this is an ongoing service that was already budgeted for in the Fiscal Year 23/24 budget.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 23 of 215 ends

LIEN SALES SERVICE AGREEMENT
THIS AGREEMENT is made and entered on this 1st day of November 2023, by and between the City of Upland,a municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 and, hereinafter referred to as "City", and Denco Lien Sales, Inc., a California Corporation, with its principal place of business at 224 S. Glendora Ave, #C, Glendora, Ca 91741, hereinafter referred to as "Contractor".

WITNESSETH:

WHEREAS, it is the desire of the CITY and CONTRACTOR to enter into an exclusive agreement for lien sale services that will be requested by the Upland Police Department, pursuant to the terms and conditions set forth herein.

DESCRIPTION OF SERVICES
Service Provided: Fees
SHORT LIEN: $35
LONG LIEN: $125
LONG LIEN CANCELLATION: $25
LEGAL OWNERS $10 EXTRA
Lien Services are described as providing the following services every week on an ongoing basis; Completed lien sales processing:
• Providing lien sale paperwork on eligible items that are registered with the DMV. • Lien processing for all values of liens.
• California DMV vehicle/vessel registration forms.
• All required postage.
• All Reg. 656 applications for vehicles valued over$4,000.00. • All legal ads for vehicles valued over$4,000.00.
• Retention of all returned notices and green cards. • Provide police department with invoice paperwork, including cancellations.

The City of Upland is responsible for the following in connection with Lien Sales Services:
• Documentation of all towed vehicles.
• Providing CHP 180 paperwork to the Lien Sale Service. • Providing keys and viewing opportunity of stored vehicles to Lien Sale Service.

NOW,THEREFORE,the parties hereto agree as follows:
1

Page 24 of 215 ends

1. Performance of Service: Contractor agrees to perform lien sale services on an exclusive basis as an Official Lien Sales Provider and to furnish all labor and equipment necessary to implement lien sales in the City of Upland as directed, and subject to the satisfaction of, the Upland Police Department. All lien sales services shall be performed in accordance with all applicable provisions of law, and the provisions of this agreement.

2. Terms and Conditions: The terms and conditions of this agreement shall be effective as of November 1,2023,and continue through October 31,2026, unless sooner terminated as provided herein. The CITY may, upon mutual agreement, extend the contract for two (2) one-year additional terms.

3. Insurance: The CONTRACTOR shall not commence work under this contract until it has obtained all insurance required hereunder a company or companies acceptable to the CITY nor shall the CONTRACTOR allow any subcontractor to commence work on its subcontract until all insurance required of the subcontractor has been obtained. The CONTRACTOR shall take out and maintain at all times during the life of this contract the following policies of insurance:
a. Compensation insurance: Before beginning work, the CONTRACTOR shall furnish to the CITY a certificate of insurance as proof that it has taken out full compensation insurance for all persons whom the CONTRACTOR may employ directly or through subcontractors in carrying out the work specified herein, in accordance with the laws of the State of California. Such insurance shall be maintained in full force and effect during the period covered by this contract. Further, such policy of insurance shall provide that the insurer waives all rights of subrogation against the CITY and its elected officials, officers, employees and agents.

In accordance with the provisions of Section 3700 of the California Labor Code, every contractor shall secure the payment of compensation to his employees.

CONTRACTOR, prior to commencing work, shall sign and file with the CITY a certification as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing with the performance of work under this contract."
b. For all operations of the CONTRACTOR or any subcontractor authorized to perform the work herein, insurance with the following minimum limits and coverage:
i. Commercial General Liability (occurrence) - for bodily injury, death and property damage for products/completed operations and any and all other activities undertaken by the contractor in the performance of this Agreement, OR
ii. (Alternative to Commercial General Liability) — Comprehensive, broad form General Public Liability (occurrence) —for bodily injury, death and property damage arising out of any activities undertaken by CONTRACTOR in the performance of this Agreement.
iii. Comprehensive Automobile Liability(occurrence)—for bodily injury, death and property damage insuring against all liability arising out of the use of any vehicle.
2

Page 25 of 215 ends

iv. Other required insurance,endorsements or exclusions as required by the CITY.
v. The policies of insurance required in the above sections shall have no less than the following limits of coverage:

1. $1,000,000 (One Million Dollars)for bodily injury or death;

2. $1,000,000 (One Million Dollars)for property damage;

3. $1,000,000 (One Million Dollars) combined Single Limit for Injuries, including Accidental Death and Property Damage Insurance.
c. Each such policy of insurance required in Section (b) shall:

Be subject to no deductible amount unless otherwise approved in writing by CITY.
ii. Be issued by an insurance company approved in writing by CITY, which is admitted and licensed to do business in the State of California and which is rated AVII or better according to the most recent A.M. Best Co. Rating Guide.
iii. Name as additional insured the CITY, its elected officials, officers, agents and employees.
iv. Specify that it acts as primary insurance and that no insurance held or owned by the designated additional insured shall be called upon to cover a loss under said policy.
v. Specify that it apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
vi. Contain a clause in the following words: "It is hereby understood and agreed that this policy may not be canceled nor the amount of coverage thereof reduced until thirty (30) days after receipt by CITY of written notice of such cancellation or reduction of coverage as evidenced by receipt of a registered letter."
vii. Specify that any failure to comply with reporting or other provisions of the required policy,including breaches of warranty,shall not affect the coverage required to be provided.
viii. Specify that the insurer waives all rights of subrogation against any of the named additional insured.
ix. Specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorney's fees, shall be paid in addition to and shall not deplete any policy limits. x. Otherwise be in form satisfactory to CITY.

1. Prior to commencing performance under this Agreement, the CONTRACTOR shall furnish to the CITY with original
endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf.

All endorsements or policies shall be received and approved by the CITY before CONTRACTOR commences performance.

If performance of this Agreement shall extend beyond one year, CONTRACTOR shall provide City with the required 3

Page 26 of 215 ends

policies or endorsements evidencing renewal of the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance.

4. Indemnification: The CONTRACTOR shall indemnify, defend and hold the CITY, its elected officials, officers,agents,and/or employees free and harmless from all claims, liabilities,costs,and demands of any description arising out of performance of this Agreement or any supplemental agreement, to the extent such claims or demands are alleged to be the result of an act or omission of CONTRACTOR or anyone acting on behalf of CONTRACTOR when performing services pursuant to this Agreement. CONTRACTOR'S duty to indemnify shall include payment of all attorneys' fees, court costs and all other costs of litigation incurred by CITY.

5. Labor and Equipment: It is expressly understood and agreed that in the furnishing of all labor and equipment and in the performance of all work under this Agreement, the CONTRACTOR is acting as an independent contractor and not as an agent, servant, or employee of the City of Upland.

6. CONTRACTOR's Responsiveness: CONTRACTOR shall respond to Upland Police Department once a week on a regular business day to be determined by the Upland Police Department.

7. Vehicle Values: The vehicle values will be determined by consulting the most current Kelley Blue Book.

8. Costs: The costs for service provided by each party under this Agreement shall be in the amounts, due and payable all as set forth on Attachment 1 hereto, which amounts may be revised from time to time pursuant to this Agreement.

9. Dispute of Agreement: A representative of the Upland Police Department who is the Administrative Services Division Commander shall mediate any dispute between the CONTRACTOR and the CITY regarding the administration of this Agreement and the decision shall be governed by the provisions of Section 13 of this Agreement.

10. Interpretation of Contract: This Agreement constitutes the entire contract between the CITY and CONTRACTOR. No representation, agreement, or promise, whether express or implied, shall be binding upon either party hereto unless expressly set forth herein. Any changes or modifications of any of the terms and conditions herein shall be in writing and executed by the parties hereto, provided, however, that CONTRACTOR understands and agrees that it will, if required by the CITY, execute such further agreements as the CITY requires to provide additional insurance protection for the CITY against third party claims arising from CONTRACTOR's operations pursuant to this Agreement.

11. Termination Agreement: Either the CITY and/or the CONTRACTOR may terminate this Agreement upon giving to the other thirty (30) days prior written notice of said termination. Termination may be with or without cause and, upon termination, neither party shall have any further liability hereunder provided,however,that CONTRACTOR's obligations pursuant to Section 4 shall continue for the maximum period permitted by law.

12. Assignment of Work: This Agreement may not be assigned nor shall CONTRACTOR subcontract any portion of the work required to be performed herein or utilize equipment or storage yard not owned or 4

Page 27 of 215 ends

leased by CONTRACTOR,without prior written consent of the CITY,and any attempted assignment thereof without such consent shall be null and void.

13. Attorney's Fees: Should it be necessary for any party to commence any legal action or proceeding to enforce the terms or conditions hereof, the prevailing party in such action shall be entitled to recover from the unsuccessful party all reasonable attorney's fees, costs and expenses incurred by it in the prosecution or defense of such action.

14. Severability: Should any provision, section, word or sentence of this Agreement be declared invalid or preempted by a court of competent jurisdiction, such invalidity or preemption shall not affect any remaining provision, section, word or sentence in this agreement.

Executed the day and the year first above written.
[If Corporation,TWO SIGNATURES, President OR Vice
President AND Secretary OR Treasurer REQUIRED]
CONTRACTOR: Denco Lien Sales, Inc.

By:

Michael Blay, City Manager BY:

Attest:
(Printed Name)
Keri Johnson, City Clerk Title:

Approved As to Form: BY:

City Attorney
(Printed Name)
Title:
5

Page 28 of 215 ends

ClitS
• ,
3 CITY OF UPLAND

UPLAND, CALIFORNIA
or tri.

REQUEST FOR PROPOSAL

SPECIFICATIONS
AND

INSTRUCTIONS TO PROPOSERS AND CONTRACT DOCUMENTS
FOR

COMPLETED LIEN SALE PROCESSING OF MOTOR VEHICLES

ON BEHALF OF THE CITY OF THE UPLAND POLICE DEPARTMENT
1

Page 29 of 215 ends

REQUEST FOR PROPOSAL

CITY OF UPLAND
AUGUST, 2023

FOR COMPLETED LIEN SALE PROCESSING OF MOTOR VEHICLES

ON BEHALF OF THE CITY OF UPLAND POLICE DEPARTMENT
RECEIPT OF PROPOSALS:

Sealed proposals will be received at the Upland Police Department, located at 1499 W. 13th Street, Upland, California, on or before the hour of 5:00 o'clock P.M. on September 15, 2023,to the Attention of Sergeant M. Williams for:
"COMPLETED LIEN SALE PROCESSING OF MOTOR VEHICLES ON BEHALF OF THE CITY OF UPLAND POLICE DEPARTMENT"
GENERAL DESCRIPTION OF SERVICES REQUIRED:

The City of Upland is requesting proposals for complete lien sale services of all towed,stored and impounded vehicles pursuant to the terms and conditions set forth in the attached bid proposal form, attached as "Exhibit A."
DURATION OF CONTRACT:

Each contract shall be in effect from November 1, 2023 through October 31, 2026. The City of Upland reserves the right to extend the term of the contract for up to two(2)one-year extensions as mutually agreed upon by both parties, however; either the City andjor lien sale service provider may terminate the contract upon giving to the other party thirty(30)days written notice of said termination.

INSTRUCTIONS TO PROPOSERS:

Proposals must be completely made out in the manner and form indicated, showing the proposed fees clearly and legibly and must be properly signed by the representative whose name, address,and telephone number is shown. By submitting a proposal,the lien sale service provider represents the proposal submitted complies in all respects with the following minimum requirements:

Lien sale providers will be responsible for:
• Providing lien sale paperwork on eligible items registered with the DMV. • Processing for all values of liens.
2

Page 30 of 215 ends

• Processing all necessary DMV vehicle/vessel registration forms. • Paying for all required postage.
• Completing all the necessary applications for vehicles valued over$4,000.00. • Posting all legal ads for vehicles valued over$4,000.00. • Retaining all returned notices and green cards.
• Providing the Upland Police Department with invoice paperwork, including cancellations. • Deliver aforementioned papers to the Upland Police Department Records Division. • Providing/delivering duplicate paperwork on any vehicles in our tow lot (when called upon) to the Records Division within a 24-hour period.
• Processing all the necessary paperwork required when the City has to appear on a Declaration of Opposition hearing.

The City of Upland is responsible for the following in connection with lien sale services:
• Documentation of all towed vehicles.
• Providing the CHP 180 paperwork twice a week or as needed. • Providing the lien sale service keys and viewing opportunities for stored vehicles.

INSURANCE REQUIREMENTS:

The Lien Sale Service Provider shall not commence work until it has obtained all the required insurance required hereunder a company or companies acceptable to the city. The minimum insurance requirements are as follows:

Commercial General Liability (occurrence) - for bodily injury, death and property damage for products/completed operations and any and all other activities undertaken by the contractor in the performance of this Agreement,OR
(Alternative to Commercial General Liability) — Comprehensive, broad form General Public Liability (occurrence) —for bodily injury, death and property damage arising out of any activities undertaken by CONTRACTOR in the performance of this Agreement.

Comprehensive Automobile Liability (occurrence) — for bodily injury, death and property damage insuring against all liability arising out of the use of any vehicle.

Other required insurance, endorsements or exclusions as required by the city.The policies of insurance required in the above sections shall have no less than the following limits of coverage:
• $1,000,000(One Million Dollars)for bodily injury or death; • $1,000,000(One Million Dollars)for property damage; • $1,000,000 (One Million Dollars) combined Single Limit for Injuries, including Accidental Death and Property Damage Insurance.
3

Page 31 of 215 ends

DISQUALIFICATION OF PROPOSALS:

More than one proposal for the same service from any individual,firm, partnership, corporation, or association under the same or different names will not be accepted; and reasonable grounds for believing that any company has interest in more than one proposal for the work will be cause for rejecting all proposals in which such company is interested.

Proposals in which the prices are obviously unbalanced, and those which are incomplete or show any alteration of form, or contain any additions, or conditional, or alternate bids that are not called for or otherwise permitted, may be rejected. A proposal on which the authorized signature of the company has been omitted will be rejected.

AWARD AND EXECUTION OF AGREEMENT:

The award of a contract, will be made to the lowest responsible proposal whose offer complies with all of the prescribed requirements; but until award is made, the right will be reserved to reject any and all proposals and waive technical errors or discrepancies where to do so is deemed to be in the best interest of the City. In no event, will the award be made until all necessary investigations are made as to compliance with the requirements and the responsibility of each company to whom it is proposed to make such an award.

OWNERS RIGHTS RESERVED:

The Upland City Council reserves the right to reject any and all proposals,to accept,reject and/or waive a minor variance in proposals, to waive any informality in a proposal, or accept the proposal or proposals that best serve the interest of the City.

Any questions regarding these specifications may be directed to Sergeant M. Williams of the Upland Police Department at (909) 946-7624.

Enclosed is the proposal Sheet for services to be provided (EXHIBIT A). 4

Page 32 of 215 ends

CITY OF UPLAND

UPLAND, CALIFORNIA

EXHIBIT A
OnCe Lien SA(e'5io
Company Name

PROPOSAL SHEET

FOR COMPLETED LIEN SALE PROCESSING OF MOTOR VEHICLES

ON BEHALF OF THE CITY OF UPLAND POLICE DEPARTMENT
Proposers are requested to complete this proposal and return the same in a sealed envelope to the Upland Police Department, 1499 W. 13th Street, Upland, California before 5:00 p.m., September 15, 2023. Each proposal envelope shall be clearly marked "PROPOSAL — LIEN SALE SERVICES" on the outside of the envelope and directed to the attention of Sergeant M. Williams.

The undersigned agrees to provide lien sale services in accordance with the following fee schedule for those services requested by the City of Upland Police Department. L DESCRIPTION OF SERVICES REQUIRED /'1ei
,o,vipii
SERVICE PROVIDED: FEES )g
�t
SHORT LIEN_ ,./ �✓ j�, 4J(;t50015 ° /D a/ 1 OO 5 1D ' i i h L�11 LONG LIEN CANCELLATION: $ pl',00
BILLING:

The lien company will bill the City every thirty days for requested city services. The City of Upland will pay 30 days net upon receipt and verification of invoice.

D& co Lien SGfi &
Lien sil SeOc;pro I r n, ame) do go
icto.e,
cote",1,5;4 4;essbq 4:3171V
(co _(City/State Zp�5 /13?
(Phone number)
(:. -)/idiii,Amo
i °elf'&ICI‘
(Signature/title of Lien Sale Service provider or agent) 5

Page 33 of 215 ends

�� pl"� CITY
UPLAND
-'‘ '.
"The City of Gracious Living"
Stafif(krctilt
C�tIFOB�S
DATE: October 9,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,POLICE CHIEF

MARCI WILLIAMS,POLICE SERGEANT
SUBJECT: OFFICE OF TRAFFIC SAFETY MOTORCYCLE SAFETY EDUCATION GRANT MC24012 RECOMMENDED ACTION:

It is recommended that the City Council accept the Office of Traffic Safety(OTS)Ride to Live Motorcycle Education grant funds(Grant No.MC24012)and authorize the appropriation of the$24,000 in the Office of Traffic Safety fund.

GOAL STATEMENT
The proposed action supports the City's goal to promote safety by securing funding to allow for motorcycle safety training open to the public.

BACKGROUND
The Office of Traffic Safety has approved the Upland Police Department's request for a $24,000 motorcycle rider safety course grant for fiscal year 2023/2024, effective October 1, 2023, through September 30, 2024. A total of $21,528.00 will be used for overtime costs to facilitate four eight-hour training courses. The remaining sum of $2,472.00 will be used to pay for grant-approved training supplies.

ISSUES AND ANALYSIS
By accepting this grant,the Upland Police Department will be able to facilitate a minimum of four motorcycle rider safety classes that otherwise would not have funding. This is a reimbursement grant, which means the city would need to expend the funds and then request reimbursement,which is guaranteed under the grant agreement.

FISCAL IMPACTS
The budgeted revenues and expenses in the Office of Traffic Safety fund will be increased by $24,000 with the acceptance and use of proceeds of this grant.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

Page 34 of 215 ends

State of California—Office of Traffic Safety GRANT NUMBER GRANT AGREEMENT MC24012

1. GRANT TITLE
Motorcyclist Safety Education and Training Program

2. NAME OF AGENCY 3. Grant Period
Upland From: 10/01/2023

4. AGENCY UNIT TO ADMINISTER GRANT To: 09/30/2024 Upland Police Department

5. GRANT DESCRIPTION
Best practice strategies will be conducted to reduce the number of persons killed and injured in crashes involving motorcycles. The funded strategies may include hands-on motorcyclist safety courses, motorcyclist helmet usage training, classroom education, community outreach and public awareness campaigns, educational presentations, and workshops. These countermeasures should be conducted in communities with a high number of motorcycle related crashes.

6. Federal Funds Allocated Under This Agreement Shall Not Exceed: $24,000.00

7. TERMS AND CONDITIONS: The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement:
• Schedule A—Problem Statement, Goals and Objectives and Method of Procedure • Schedule B—Detailed Budget Estimate and Sub-Budget Estimate(if applicable) • Schedule B-1 —Budget Narrative and Sub-Budget Narrative(if applicable) • Exhibit A—Certifications and Assurances
• Exhibit B*—OTS Grant Program Manual
• Exhibit C—Grant Electronic Management System (GEMS)Access *Items shown with an asterisk(*),are hereby incorporated by reference and made a part of this agreement as if attached hereto.

These documents can be viewed at the OTS home web page under Grants: Www,ots.ca.goy.

We,the officials named below, hereby swear under penalty of perjury under the laws of the State of California that we are duly authorized to legally bind the Grant recipient to the above described Grant terms and conditions.

IN WITNESS WHEREOF,this Agreement has been executed by the parties hereto.

8. Approval Signatures
A. GRANT DIRECTOR B. AUTHORIZING OFFICIAL
NAME: Marci Williams ADDRESS: Marcelo A.Blanco TITLE: Traffic Supervisor Chief of Police
EMAIL: mwilliams©uplandpd.org [email protected] PHONE: (909)946-7624 xt3342 (909)946-7624
ADDRESS: 1499 W. 13th St, 1499 W. 13th St.

Upland,CA 91786 Upland,CA 91786
wilihuow Sep 27,2023 Sep27,2023
WIIIiams Op 21,20230915 PDT) Marceb Blanco(Sep2T 30]310:I3PD>7 (Signature) (Date) (Signature) (Date)
C. FISCAL OFFICIAL D. AUTHORIZING OFFICIAL OF OFFICE OF TRAFFIC SAFETY ADDRESS: Sue Gutierrez ADDRESS: Barbara Rooney Accounting Technician Director
[email protected] [email protected] (909)946-7624 x 3233 (916)509-3030
1499 W. 13th St. 2208 Kausen Drive,Suite 300
Upland,CA 91786 Elk Grove,CA 95758
Sue Gutierrez Sep27,2023 Sep27 2023
Sue Gutlmex(Sep 27 MD 10:31 POT) ,
(Signature) (Date) (Signature) (Date)
9/27/2023 8:24:51 AM Page 1 of 16

Page 35 of 215 ends

E. ACCOUNTING OFFICER OF OFFICE OF TRAFFIC SAFETY 9. SAM INFORMATION NAME: Carolyn Vu SAM#: WR3XEAJCJHH1
ADDRESS: 2208 Kausen Drive,Suite 300 REGISTERED Elk Grove,CA 95758 ADDRESS: 1499 W 13th Street
Crrv: Upland
ZIP+4: 91786-2992

10. PROJECTED EXPENDITURES
FUND CFDA ITEM/APPROPRIATION F.Y. CHAPTER STATUTE PROJECTED

EXPENDITURES
405f MC- 20.616 0521-0890-101 2022 43/22 BA/22 $8,160.00 405f MC-24 20.616 0521-0890-101 2023 12/23 BA/23 $15,840.00

AGREEMENT
TOTAL $24,000.00

AMOUNT ENCUMBERED BY THIS DOCUMENT
$24,000.00
I CERTIFY upon my own personal knowledge that the budgeted PRIOR AMOUNT ENCUMBERED FOR THIS funds for the current budget year are available for the period and AGREEMENT purpose of the expenditure stated above.
$0.00
OTS ACCOUNTING OFFICER'S SIGNATURE DATE SIGNED TOTAL AMOUNT ENCUMBERED TO DATE �! Sep 27,2023 $24,000.00
cmoyrra .
9/27/2023 8:24:51 AM Page 2 of 16
Page36of215

State of California-Office of Traffic Safety GRANT NUMBER

GRANT AGREEMENT
Schedule A MC24012

1. PROBLEM STATEMENT
The city of Upland is comprised of residential, commercial, and industrial areas bordered by two heavily used state highways; the 1-10 freeway to the south and the 1-210 freeway to the north. There are over 210 miles of roadway in the city, some of which are arterial roadways used as major thoroughfares between neighboring cities and to the state highways. This roadway is heavily traveled during commuter hours.

The city of Upland continues to grow as available land is yet to be developed. This increase in development creates a significant increase in commuter traffic through the city. This growth has not only increased the density of the commercial areas, but it brings a substantial increase in trucks, cars, and motorcycles on our roadways causing more congestion, traffic violations, and crashes.

Due to the high cost of fuel and the economic lay of the land, more and more people are choosing to park their cars and use motorcycles as a fuel-efficient and less expensive alternate means of transportation. Along with the heavy traffic traveling in and out of our city, the economy plays a major factor in motorcycle crashes. Regarding congestion, more motorcycles on the roads mean fewer cars but realistically, many of those who are replacing their cars for a motorcycle are untrained riders. The renowned "Hunt Study" pointed out the following facts regarding motorcycles and crashes:
• Approximately one-fourth of motorcycle crashes were single-vehicle crashes involving a motorcycle crashing with the roadway or some fixed object in the environment. • The motorcyclists involved in these crashes lack training; 92% were self-taught or learned from family or friends. Motorcycle rider training experience reduces crashes and is related to reduced injuries in the event of a crash.
• More than half of the crashes involved motorcycle riders who had less than 5 months of motorcycle riding experience on the motorcycles they were riding, with an average total street riding experience of almost 3 years.
• Lack of attention to the driving task is a common factor for the motorcyclist in a crash.

For the past several years, our department has deployed consistent motorcycle safety traffic enforcement details in efforts to reduce the amount of motorcycle injury-related crashes. Even with this extra enforcement, our city still experienced 21 injury crashes involving motorcycles in 2022. Two of these motorcycle crashes resulted in fatalities. This is an increase from the 18 motorcycle crashes that occurred in 2021 that resulted in two fatalities.

2. PERFORMANCE MEASURES
A. Goals:

1. Reduce the number of persons killed in traffic crashes.

2. Reduce the number of persons injured in traffic crashes.

3. Reduce the number of motorcyclists killed in traffic crashes.

4. Reduce the number of motorcyclists injured in traffic crashes.

B. Objectives: Target Number

1. Issue a press release announcing the kick-off of the grant by November 15. The 1 kick-off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at [email protected], and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release.

2. Conduct free to the public motorcycle safety and training courses throughout the 4 grant year.

3. Participate in Motorcycle Safety Month in May. 1

4. Updates and maintain the department website to further promote the "Ride to Live" 4 program to the public and to promote educational goals of safe motorcycle riding.

3. METHOD OF PROCEDURE
A. Phase 1 -Program Preparation (1st Quarter of Grant Year) • Develop operational plans to implement the "best practice" strategies outlined in the objectives section.
• All training needed to implement the program should be conducted in the first quarter. 9/27/2023 8:24:51 AM Pagage f 1 of 215

• All grant related purchases needed to implement the program should be made in the first quarter.

Media Requirements
• Issue a press release approved by the OTS PIO announcing the kick-off of the grant by November 15, but no sooner than October 1. The kick-off release must be approved by the OTS PIO and only distributed after the grant is fully signed and executed. If you are unable to meet the November 15 deadline to issue a kick-off press release, communicate reasons to your OTS coordinator and OTS PIO.

B. Phase 2 —Program Operations (Throughout Grant Year) Media Requirements
The following requirements are for all grant-related activities:
• Send all media advisories, alerts, videos, graphics, artwork, posters, radio/PSA/video scripts, storyboards, digital and/or print educational materials for grant-related activities to the OTS PIO at [email protected] for approval and copy your OTS coordinator. Optimum lead time would be 7 days before the scheduled release but at least 3 business days prior to the scheduled release date for review and approval is appreciated.
• The OTS PIO is responsible for the approval of the design and content of materials. The agency understands OTS PIO approval is not authorizing approval of budget expenditure or cost. Any cost approvals must come from the Coordinator.
• Pre-approval is not required when using any OTS-supplied template for media advisories, press releases, social media graphics, videos or posts, or any other OTS-supplied educational material.

However, copy the OTS PIO at [email protected] and your OTS coordinator when any material is distributed to the media and public, such as a press release, educational material, or link to social media post. The OTS-supplied kick-off press release templates and any kickoff press releases are an exception to this policy and require prior approval before distribution to the media and public.
• If an OTS-supplied template, educational material, social media graphic, post or video is substantially changed, the changes shall be sent to the OTS PIO at [email protected] for approval and copy to your OTS Coordinator. Optimum lead time would be 7 days prior to the scheduled release date, but at least 3 business days prior to the scheduled release date for review and approval is appreciated.
• Press releases, social media posts and alerts on platforms such as NextDoor and Nixie reporting immediate and time-sensitive grant activities (e.g. enforcement operations, day of event highlights or announcements, event invites) are exempt from the OTS PIO approval process. The OTS PIO and your Coordinator should still be notified when the grant-related activity is happening (e.g. car seat checks, bicycle rodeos, community presentations, DUI checkpoints, etc.).
• Enforcement activities such as warrant and probation sweeps, court stings, etc. that are embargoed or could impact operations by publicizing in advance are exempt from the PIO approval process. However, announcements and results of activities should still be copied to the OTS PIO at [email protected] and your Coordinator with embargoed date and time or with "INTERNAL ONLY: DO NOT RELEASE" message in subject line of email. • Any earned or paid media campaigns for TV, radio, digital or social media that are part of a specific grant objective, using OTS grant funds, or designed and developed using contractual services by a subgrantee, requires prior approval. Please send to the OTS PIO at [email protected] for approval and copy your grant coordinator at least 3 business days prior to the scheduled release date.
• Social media posts highlighting state or national traffic safety campaigns (Distracted Driving Month, Motorcycle Safety Awareness Month, etc.), enforcement operations (DUI checkpoints, etc.), or any other grant-related activity such as Bicycle rodeos, presentations, or events, are highly encouraged but do not require prior approval.
• Submit a draft or rough-cut of all digital, printed, recorded or video material (brochures, posters, scripts, artwork, trailer graphics, digital graphics, social posts connected to an earned or paid media campaign grant objective)to the OTS PIO at [email protected] and copy your OTS Coordinator for approval prior to the production or duplication. 9/27/2023 8:24:51 AM Page 4 of 16

Page 38 of 215 ends

• Use the following standard language in all press, media, and printed materials, space permitting:

Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration. • Space permitting, include the OTS logo on all grant-funded print materials, graphics and paid or earned social media campaign grant objective; consult your OTS Coordinator for specifics, format-appropriate logos, or if space does not permit the use of the OTS logo. • Email the OTS PIO at [email protected] and copy your OTS Coordinator at least 21 days in advance, or when first confirmed, a short description of any significant grant-related traffic safety event or program, particularly events that are highly publicized beforehand with anticipated media coverage so OTS has sufficient notice to arrange for attendance and/or participation in the event.

If unable to attend, email the OTS PIO and coordinator brief highlights and/or results, including any media coverage (broadcast, digital, print) of event within 7 days following significant grant- related event or program. Media and program highlights are to be reflected in QPRs. • Any press releases, work plans, scripts, storyboards, artwork, graphics, videos or any educational or informational materials that received PIO approval in a prior grant year needs to be resubmitted for approval in the current grant year.
• Contact the OTS PIO or your OTS Coordinator for consultation when changes from any of the above requirements might be warranted.

C. Phase 3 — Data Collection & Reporting (Throughout Grant Year)

1. Prepare and submit grant claim invoices (due January 30, April 30, July 30, and October 30)

2. Prepare and submit Quarterly Performance Reports (QPR) (due January 30, April 30, July 30, and October 30)
• Collect and report quarterly, appropriate data that supports the progress of goals and objectives. • Provide a brief list of activity conducted, procurement of grant-funded items, and significant media activities. Include status of grant-funded personnel, status of contracts, challenges, or special accomplishments.
• Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities.
• Collect, analyze and report statistical data relating to the grant goals and objectives.

4. METHOD OF EVALUATION
Using the data compiled during the grant, the Grant Director will complete the "Final Evaluation" section in the fourth/final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief summary of the grant's accomplishments, challenges and significant activities. This narrative should also include whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed.

5. ADMINISTRATIVE SUPPORT
This program has full administrative support, and every effort will be made to continue the grant activities after grant conclusion.
9/27/2023 8:24:51 AM Page 5 of 16

Page 39 of 215 ends

State of California—Office of Traffic Safety GRANT NUMBER

GRANT AGREEMENT
Schedule B MC24012
FUND NUMBER CATALOG FUND DESCRIPTION TOTAL AMOUNT

NUMBER(CFDA)
405f MC-24 20.616 Motorcyclist Safety Grants $24,000.00 COST CATEGORY FUND UNIT COST OR UNITS TOTAL COST TO NUMBER RATE GRANT
A. PERSONNEL COSTS
Straight Time
$0.00
Overtime
Motorcycle Training Instruction 405f MC- $5,382.00 4 $21,528.00 24 Category Sub-Total $21,528.00
B. TRAVEL EXPENSES
$0.00
$0.00
Category Sub-Total $0.00
C. CONTRACTUAL SERVICES
$0.00
Category Sub-Total $0.00
D. EQUIPMENT
$0.00
Category Sub-Total $0.00
E. OTHER DIRECT COSTS +
Motorcycle Training Supplies 405f MC- $2,472.00 1 $2,472.00 24 Category Sub-Total $2,472.00
F. INDIRECT COSTS
$0.00
Category Sub-Total $0.00
GRANT TOTAL $24,000.00
9/27/2023 8:24:51 AM Page 6 of 16

Page 40 of 215 ends

State of Gaiitornia-Office of Traffic Safety GRANT NUMBER GRANT AGREEMENT MC24012
Schedule B-1

BUDGET NARRATIVE

PERSONNEL COSTS
Motorcycle Training Instruction -Overtime for grant funded motorcycle safety education classes conducted by appropriate department personnel.

TRAVEL EXPENSES

CONTRACTUAL SERVICES

EQUIPMENT

OTHER DIRECT COSTS
Motorcycle Training Supplies - Costs to include cones, delineators, and barriers. Additional items may be purchased with OTS approval.

INDIRECT COSTS

STATEMENTS/DISCLAIMERS
There will be no program income generated from this grant. 9/27/2023 8:24:51 AM Page 7 of 16

Page 41 of 215 ends

State of California-Office of Traffic Safety GRANT NUMBER GRANT AGREEMENT MC24012
Exhibit A
Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants(23 U.S.C.Chapter 4 or Section 1906,Public Law 109-59,as amended by Section 25024,Public Law 117-58)
The officials named on the grant agreement,certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies,and laws in effect with respect to the periods for which it receives grant funding.Applicable provisions include,but are not limited to,the following:

GENERAL REQUIREMENTS
The State will comply with applicable statutes and regulations,including but not limited to:
• 23 U.S.C.Chapter 4—Highway Safety Act of 1966,as amended; • Sec. 1906,Public Law 109-59,as amended by Sec.25024,Public Law 117-58; • 23 CFR part 1300—Uniform Procedures for State Highway Safety Grant Programs; • 2 CFR part 200—Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards; • 2 CFR part 1201—Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

NONDISCRIMINATION
(applies to all subrecipients as well as States)
The State highway safety agency[and its subrecipients]will comply with all Federal statutes and implementing regulations relating to nondiscrimination("Federal Nondiscrimination Authorities").These include but are not limited to:
• Title VI of the Civil Rights Act of 1964(42 U.S.C.2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race, color,national origin);
• 49 CFR part 21 (entitled Non-discrimination in Federally Assisted Programs of the Department of Transportation— Effectuation of Title VI of the Civil Rights Act of 1964); • 28 CFR 50.3(U.S.Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C.4601),(prohibits unfair treatment ofpersons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686)(prohibit discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973,(29 U.S.C.794 et seq.),as amended,(prohibits discrimination on the basis of disability)and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended,(42 U.S.C.6101 et seq.),(prohibits discrimination on the basis of age);
• The Civil Rights Restoration Act of 1987,(Pub.L. 100-209),(broadens scope,coverage,and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal aid recipients,subrecipients and contractors.whether such programs or activities are Federally-funded or not); • Titles II and III of the Americans with Disabilities Act(42 U.S.C. 12131-12189)(prohibits discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation, and certain testing)and 49 CFR parts 37 and 38;
• Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations(preventing discrimination against minority populations by discouraging programs,policies,and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations);
• Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency(requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency(LEP));
• Executive Order 13985,Advancing Racial Equity and Support for Underserved Communities through the Federal Government(advancing equity across the Federal Government);and • Executive Order 13988.Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation(clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation).

The preceding statutory and regulatory cites hereinafter are referred to as the"Acts"and"Regulations,"respectively.

GENERAL ASSURANCES
9/27/2023 8:24:51 AM Pa e 8 of 16

Page 42 of 215 ends

In accordance with the Acts,the Regulations,and other pertinent directives,circulars,policy,memoranda,and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:
"No person in the United States shall,on the grounds of race,color,or national origin, be excluded from participation in, be denied the benefits of or be otherwise subjected to discrimination under any program or activity,for which the Recipient receives Federal financial assistance from DOT, including NHTSA."
The Civil Rights Restoration Act of 1987 clarified the original intent of Congress,with respect to Title VI of the Civil Rights Act of 1964 and other non-discrimination requirements(the Age Discrimination Act of 1975,and Section 504 of the Rehabilitation Act of 1973),by restoring the broad,institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all programs and activities of the Recipient,so long as any portion of the program is Federally assisted.

SPECIFIC ASSURANCES
More specifically,and without limiting the above general Assurance,the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program:

1. The Recipient agrees that each"activity,""facility,"or"program,"as defined in§21.23(b) and (e)of 49 CFR part 21 will be(with regard to an"activity")facilitated,or will be(with regard to a"facility")operated,or will be(with regard to a"program")conducted in compliance with all requirements imposed by,or pursuant to the Acts and the Regulations.

2. The Recipient will insert the following notification in all solicitations for bids,Requests For Proposals for work,or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and,in adapted form,in all proposals for negotiated agreements regardless of funding source:
"The[name of Recipient],in accordance with the provisions of Title VI of the Civil Rights Act of 1964(78 Stat. 252,42 U.S.0 2000d to 2000d-4)and the Regulations, hereby nodes all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement,disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color,or national origin in consideration for an award."

3. The Recipient will insert the clauses of appendix A and E of this Assurance(also referred to as DOT Order 1050,2A)in every contract or agreement subject to the Acts and the Regulations.

4. The Recipient will insert the clauses of appendix B of DOT Order 1050.2A,as a covenant running with the land,in any deed from the United States effecting or recording a transfer of real property,structures,use,or improvements thereon or interest therein to a Recipient.

5. That where the Recipient receives Federal financial assistance to construct a facility,or part of a facility,the Assurance will extend to the entire facility and facilities operated in connection therewith.

6. That where the Recipient receives Federal financial assistance in the form of,or for the acquisition of,real property or an interest in real property,the Assurance will extend to rights to space on,over,or under such property.

7. That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A,as a covenant running with the land,in any future deeds,leases,licenses,permits,or similar instruments entered into by the Recipient with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity,project,or program; and
b. for the construction or use of,or access to,space on,over,or under real property acquired or improved under the applicable activity,project,or program.

8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program,except where the Federal financial assistance is to provide,or is in the form of,personal property,or real property,or interest therein,or structures or improvements thereon,in which case the Assurance obligates the Recipient,or any transferee for the longer of the following periods:
a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits;or b. the period during which the Recipient retains ownership or possession of the property.

9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it,other recipients,sub-recipients,sub-grantees,contractors,subcontractors,consultants,transferees,successors in interest,and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts,the Regulations,and this Assurance.
10, The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts,the Regulations,and this Assurance.

By signing this ASSURANCE,the State highway safety agency also agrees to comply(and require any sub-recipients,sub-grantees, contractors,successors,transferees,and/or assignees to comply)with all applicable provisions governing NHTSA's access to records, accounts,documents,information,facilities,and staff.You also recognize that you must comply with any program or compliance reviews,and/or complaint investigations conducted by NHTSA.You must keep records,reports,and submit the material for review 9/27/2023 8:24:51 AM Page 9 of 16

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upon request to NHTSA,or its designee in a timely,complete,and accurate way.Additionally,you must comply with all other reporting,data collection,and evaluation requirements,as prescribed by law or detailed in program guidance.

The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants,loans,contracts, agreements,property,and/or discounts,or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S.Department of Transportation under the Highway Safety Grant Program.This ASSURANCE is binding on the State highway safety agency,other recipients,sub-recipients,sub-grantees,contractors,subcontractors and their subcontractors', transferees,successors in interest,and any other participants in the Highway Safety Grant Program.The person(s)signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient.

THE DRUG-FREE WORKPLACE ACT OF 1988(41 U.S.C. 8103)
The Subgrantee will provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture,distribution,dispensing,possession or use of a controlled substance is prohibited in the grantee's workplace,and specifying the actions that will be taken against employees for violation of such prohibition;
b. Establishing a drug-free awareness program to inform employees about:

1. The dangers of drug abuse in the workplace;

2. The grantee's policy of maintaining a drug-free workplace;

3. Any available drug counseling,rehabilitation,and employee assistance programs;

4. The penalties that maybe imposed upon employees for drug violations occurring in the workplace;

5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph(a);
c. Notifying the employee in the statement required by paragraph(a)that,as a condition of employment under the grant,the employee will-

1. Abide by the terms of the statement;

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction;
d. Notifying the agency within ten days after receiving notice under subparagraph(c)(2)from an employee or otherwise receiving actual notice of such conviction;
e. Taking one of the following actions,within 30 days of receiving notice under subparagraph(c)(2),with respect to any employee who is so convicted-

1. Taking appropriate personnel action against such an employee,up to and including termination;

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State,or local health,law enforcement,or other appropriate agency; f. Making a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above.

POLITICAL ACTIVITY(HATCH ACT)
(applies to all subrecipients as well as States)
The State will comply with provisions of the Hatch Act(5 U.S.C. 1501-1508),which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds.

CERTIFICATION REGARDING FEDERAL LOBBYING
(applies to all subrecipients as well as States)

CERTIFICATION FOR CONTRACTS,GRANTS,LOANS,AND COOPERATIVE AGREEMENTS The undersigned certifies,to the best of his or her knowledge and belief,that:

1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement;

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions;

3. The undersigned shall require that the language of this certification be included in the award documents for all sub- awards at all tiers(including subcontracts,subgrants,and contracts under grant,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. 9/27/2023 8:24:51 AM Page 10 of 16

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This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure.

RESTRICTION ON STATE LOBBYING
(applies to subrecipients as well as States)
None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect(e.g.,"grassroots")lobbying activities,with one exception.This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials,in accordance with customary State practice,even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
(applies to all subrecipients as well as States)

INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION(STATES)

1. By signing and submitting this proposal,the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction.The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below.The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction.However,failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction.If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification,in addition to other remedies available to the Federal Government,the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment.

4. The prospective primary likr participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

5. The terms covered transaction,civil judgment,debarment,suspension,ineligible,participant,person,principal, and voluntarily excluded,as used in this clause,are defined in 2 CFR parts 180 and 1200.You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.

6. The prospective primary tier participant agrees by submitting this proposal that,should the proposed covered transaction be entered into,it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9,subpart 9.4,debarred,suspended,declared ineligible,or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency entering into this transaction.

7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled "Instructions for Lower Tier Participant Certification"including the"Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,"provided by the department or agency entering into this covered transaction,without modification,in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9,subpart 9.4,debarred,suspended,ineligible,or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended,debarred,or otherwise ineligible to participate in covered transactions.To verify the eligibility of its principals,as well as the eligibility of any prospective lower tier participants, each participant may,but is not required to,check the System for Award Management Exclusions website ( https://www.sam.govl .

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause.The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

10. Except for transactions authorized under paragraph 6 of these instructions,if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4,suspended,debarred,ineligible,or voluntarily excluded from participation in this transaction,in addition to other remedies available to the Federal Government,the department or agency may terminate the transaction for cause or default.

CERTIFICATION REGARDING DEBARMENT,SUSPENSION,AND OTHER RESPONSIBILITY MATTERS—

PRIMARY TIER COVERED TRANSACTIONS
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1. The prospective primary tier participant certifies to the best of its knowledge and belief,that it and its principals:
a. Are not presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participating in covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a public(Federal,State,or local)transaction or contract under a public transaction;violation of Federal or State antitrust statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, State,or local)with commission of any of the offenses enumerated in paragraph(1)(b)of this certification; and
d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal,State,or local)terminated for cause or default.

2. Where the prospective primary tier participant is unable to certify to any of the Statements in this certification,such prospective participant shall attach an explanation to this proposal.

INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION

1. By signing and submitting this proposal,the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into.If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification,in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies,including suspension or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms covered transaction,civil judgment,debarment,suspension,ineligible,participant,person,principal,and voluntarily excluded,as used in this clause,are defined in 2 CFR parts 180 and 1200.You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that,should the proposed covered transaction be entered into,it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9,subpart 9.4,debarred,suspended,declared ineligible,or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Instructions for Lower Tier Participant Certification"including the"Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,"without modification,in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9,subpart 9.4,debarred,suspended,ineligible,or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended,debarred,or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals,as well as the eligibility of any prospective lower tier participants, each participant may,but is not required to,check the System for Award Management Exclusions website (https.// www.sam.gov/) .

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause.The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions,if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9. subpart 9.4,suspended,debarred,ineligible,or voluntarily excluded from participation in this transaction,in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies,including suspension or debarment.

CERTIFICATION REGARDING DEBARMENT,SUSPENSION,INELIGIBILITY AND VOLUNTARY EXCLUSION—

LOWER TIER COVERED TRANSACTIONS

1. The prospective lower tier participant certifies,by submission of this proposal,that neither it nor its principals is presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participating in covered transactions by any Federal department or agency.
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2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal.

BUY AMERICA
(applies to subrecipients as well as States)
The State and each subrecipient will comply with the Buy America requirement(23 U.S.C.313)when purchasing items using Federal funds.Buy America requires a State,or subrecipient,to purchase with Federal funds only steel,iron and manufactured products produced in the United States,unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest,that such materials are not reasonably available and of a satisfactory quality,or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent.In order to use Federal funds to purchase foreign produced items,the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation.

CERTIFICATION ON CONFLICT OF INTEREST
(applies to subrecipients as well as States)

GENERAL REQUIREMENTS
No employee,officer,or agent of a State or its subrecipient who is authorized in an official capacity to negotiate,make,accept,or approve,or to take part in negotiating,making,accepting,or approving any subaward,including contracts or subcontracts,in connection with this grant shall have,directly or indirectly,any financial or personal interest in any such subaward. Such a financial or personal interest would arise when the employee,officer,or agent,any member of his or her immediate family,his or her partner, or an organization which employs or is about to employ any of the parties indicated herein,has a financial or personal interest in or a tangible personal benefit from an entity considered for a subaward.Based on this policy:

1. The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers,employees,or agents. a. The code or standards shall provide that the recipient's officers,employees,or agents may neither solicit nor accept gratuities,favors,or anything of monetary value from present or potential subawardees,including contractors or parties to subcontracts.
b. The code or standards shall establish penalties,sanctions,or other disciplinary actions for violations,as permitted by State or local law or regulations.

2. The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct.

DISCLOSURE REQUIREMENTS
No State or its subrecipient,including its officers,employees,or agents,shall perform or continue to perform under a grant or cooperative agreement,whose objectivity may be impaired because of any related past,present,or currently planned interest, financial or otherwise,in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities.Based on this policy:

1. The recipient shall disclose any conflict of interest identified as soon as reasonably possible,making an immediate and full disclosure in writing to NHTSA.The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict.

2. NHTSA will review the disclosure and may require additional relevant information from the recipient.If a conflict of interest is found to exist,NHTSA may(a)terminate the award,or(b)determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict.

3. Conflicts of interest that require disclosure include all past,present,or currently planned organizational,financial, contractual,or other interest(s)with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities,and which are related to this award.The interest(s)that require disclosure include those of any recipient,affiliate,proposed consultant,proposed subcontractor,and key personnel of any of the above.Past interest shall be limited to within one year of the date of award.Key personnel shall include any person owning more than a 20 percent interest in a recipient,and the officers,employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.

PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States)
The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists. 9/27/2023 8:24:51 AM Page 13 of 16

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POLICY ON SEAT BELT USE
In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States,dated April 16, 1997, the Grantee is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles.The National Highway Traffic Safety Administration (NHTSA)is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety(NETS), a public-private partnership dedicated to improving the traffic safety practices of employers and employees.You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org . The NHTSA website ( www.nhtsa.gov)also provides information on statistics, campaigns, and program evaluations and references.

POLICY ON BANNING TEXT MESSAGING WHILE DRIVING
In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10,Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving company- owned or rented vehicles, Government-owned, leased or rented vehicles, or privately-owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving,and education, awareness,and other outreach to employees about the safety risks associated with texting while driving. 9/27/2023 8:24:51 AM Page 14 of 16

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State of California—Office of Traffic Safety GRANT NUMBER OTS-55 Grant Electronic Management System (GEMS) Access MC24012 Exhibit c

INSTRUCTIONS FOR ADDING OR UPDATING GEMS USERS

1. Each agency is allowed a total of FIVE (5) GEMS Users.

2. GEMS Users listed on this form will be authorized to login to GEMS to complete and submit Quarterly Performance Reports (QPRs) and reimbursement claims.

3. Complete the form if adding, removing or editing a GEMS user(s).

4. The Grant Director must sign this form and return it with the Grant Agreement.

GRANT DETAILS
Grant Number: MC24012
Agency Name: Upland Police Department
Grant Title: Motorcyclist Safety Education and Training Program Agreement Total: $24,000.00
Authorizing Official: Marcelo A. Blanco
Fiscal Official: Sue Gutierrez
Grant Director: Marci Williams

CURRENT GEMS USERS)

1. Moe Duran
Title: Lieutenant Media Contact: Yes
Phone: (909) 946-7624
Email: [email protected]

2. Sue Gutierrez
Title: Accounting Technician Media Contact: No Phone: (909) 946-7624 x 3233
Email: [email protected]

3. Gabriel Santana
Title: Traffic Officer Media Contact: Yes
Phone: (909) 946-7624
Email: [email protected]

4. Marci Williams
Title: Traffic Supervisor Media Contact: No
Phone: (909) 946-7624 xt3342
Email: [email protected]
9/27/2023 8:24:51 AM Page 15 of 16

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Complete the below information if adding, removing or editing a GEMS user(s) GEMS User 1 Add as a media contact? Yes ❑ No❑ Add/Change ❑ Remove Access ❑
Name Job Title
Email address Phone number
GEMS User 2 Add as a media contact? Yes ❑ No❑ Add/Change ❑ Remove Access ❑
Name Job Title
Email address Phone number
GEMS User 3 Add as a media contact? Yes❑ No ❑ Add/Change ❑ Remove Access❑
Name Job Title
Email address Phone number
GEMS User 4 Add as a media contact? Yes ❑ No❑ Add/Change ❑ Remove Access ❑
Name Job Title
Email address Phone number
GEMS User 5 Add as a media contact? Yes ❑ No❑ Add/Change ❑ Remove Access ❑
Name Job Title
Email address Phone number
Form completed by: M wM tlliamr Date: Sep 27,2023 As a signatory I hereby authorize the listed individual(s) to represent and have GEMS user access.

M. Wi!lsRssw M.Williams
Watiams(Sep 27,202309:15 For)
Signature Name
Sep 27,2023 Grant Director
Date Title
9/27/2023 8:24:51 AM Page 16 of 16

Page 50 of 215 ends

�� pl"� CITY
UPLAND
-'‘ '.
"The City of Gracious Living"
Staff(krcifil
C�tIFOB�S
DATE: October 9,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER, CPA,ASSISTANT CITY MANAGER

LONDA BOCK-HELMS,CPA,FINANCE OFFICER
SUBJECT: CONSIDER APPROVAL OF WARRANT AND PAYROLL REGISTER FOR SEPTEMBER 2023
RECOMMENDED ACTION:

It is recommended that the City Council approve the September warrant registers(check numbers 44954-45294)and direct disbursements totaling $6,348,513.44 and payroll registers totaling $1,754,263.45 (check numbers 163496- 163510 and electronic fund transfers 42790-43305.

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.

FISCAL IMPACTS
Funds are available for the payment of the warrant registers,direct disbursements,and payroll registers in accordance with the FY 2023-24 operating budget.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 51 of 215 ends

,,o=IIp{, City of Upland
M Accounts Payable Check Reconciliation Register
===oa$'` 09/01/2023-09/30/2023
CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 44954 09/06/2023 PRINTED 82591 1-800 RADIATOR 350.19 44955 09/06/2023 PRINTED 99181 ACCOUNTEMPS 1,960.00 44956 09/06/2023 PRINTED 291 ADVANCE STORE CO,INC 3,097.75 44957 09/06/2023 PRINTED 1313 UNIVERSAL PROTECTION SERVICE,LP 2,003.04 44958 09/06/2023 PRINTED 131971 ANNEALTA GROUP 11,200.00 44959 09/06/2023 PRINTED 226 ARCHITERRA DESIGN GROUP 7,928.20 44960 09/06/2023 PRINTED 1130 BLANCO,MARCELO 935.81 44961 09/06/2023 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 2,067.17 44962 09/06/2023 PRINTED 1117 CARAHSOFT TECHNOLOGY CORPORATION 8,491.00 44963 09/06/2023 PRINTED 1479 MAP COMMUNICATIONS INC 187.69 44964 09/06/2023 PRINTED 46891 CHINO BASIN WATER CONSERVATION DISTRICT 500.00 44965 09/06/2023 PRINTED 448 CINTAS CORPORATION 6,976.71 44966 09/06/2023 PRINTED 126011 DEPT OF INDUSTRIAL RELATIONS 675.00 44967 09/06/2023 PRINTED 1364 DXP ENTERPRISES,INC 4,617.56 44968 09/06/2023 PRINTED 1680 E SOURCE COMPANIES LLC 9,820.00 44969 09/06/2023 PRINTED 64951 EQUIPMENT TECH SERVICES 242.49 44970 09/06/2023 PRINTED 1667 FC CONSULTING ENGINEERS INC 1,000.00 44971 09/06/2023 PRINTED 78 FRONTIER 91.56 44972 09/06/2023 PRINTED 78 FRONTIER 131.96 44973 09/06/2023 PRINTED 85921 GENERATOR SERVICES CO 967.82 44974 09/06/2023 PRINTED 129521 GRAFIX SYSTEMS 2,263.29 44975 09/06/2023 PRINTED 290 GRAINGER 1,549.85 44976 09/06/2023 PRINTED 131101 HARRINGTON INDUSTRIAL PLASTICS 265.84 44977 09/06/2023 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH,LLC 1,800.00 44978 09/06/2023 PRINTED 114501 INTERWEST CONSULTING GROUP 15,810.50 44979 09/06/2023 PRINTED 48371 JEEP CHRYSLER OF ONTARIO 203.91 44980 09/06/2023 PRINTED 545 JEFF JENKINS SERVICE TECHNICIAN 4,878.07 44981 09/06/2023 PRINTED 9970 JON'S FLAGS&POLES 3,270.21 44982 09/06/2023 PRINTED 1689 MANDIP KAUR 6,700.00 44983 09/06/2023 PRINTED 3020 LAW ENFORCEMENT MEDICAL SVCS 4,340.00 44984 09/06/2023 PRINTED 1695 JOSE LOPEZ 164.85 44985 09/06/2023 PRINTED 122601 LOWE'S 2,561.50 44986 09/06/2023 PRINTED 1376 MEADE,MEGHAN 50.84 44987 09/06/2023 PRINTED 345 MK SMITH CHEVROLET 102,598.44 44988 09/06/2023 PRINTED 238 MOUNTAIN VIEW CHEVROLET 230.48 44989 09/06/2023 PRINTED 7816 MR T'S TOWING INC 1,350.00 44990 09/06/2023 PRINTED 1686 NUTT,STEVE H 211.14 44991 09/06/2023 PRINTED 1071 AL RAHIM FOODS,INC 6,700.00 44992 09/06/2023 PRINTED 4509 PARKHOUSE TIRE INC 528.21 44993 09/06/2023 PRINTED 16032 PLUMBERS DEPOT INC 2,366.87 44994 09/06/2023 PRINTED 96811 POMONA WHOLESALE 1,305.68 44995 09/06/2023 PRINTED 992 PRISTINE UNIFORMS,LLC 9,197.10 44996 09/06/2023 PRINTED 300 PVP COMMUNICATIONS 7,933.62 44997 09/06/2023 PRINTED 67381 ROUTE 66 CAR WASH INC 768.00 44998 09/06/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 3,450.00 44999 09/06/2023 PRINTED 11671 SAN BERNARDINO COUNTY 13,785.43 45000 09/06/2023 PRINTED 20171 SAN BERNARDINO COUNTY SHERIFF 1,902.00 45001 09/06/2023 PRINTED 1661 BAPPTRE LANDSCAPING,INC 59,102.80 45002 09/06/2023 PRINTED 507 SILVER&WRIGHT LLP 39,346.24 45003 09/06/2023 PRINTED 1666 SIMON S WONG&ASSOCIATES 5,000.00 45004 09/06/2023 PRINTED 637 SMART&FINAL IRIS CO 1,010.61 45005 09/06/2023 PRINTED 637 SMART&FINAL IRIS CO 151.80 45006 09/06/2023 PRINTED 3835 SOUTH COAST A Q M D 665.26 45007 09/06/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 149.98 45008 09/06/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 669.00 Prepared By:Maria Serna Page lof 7 Pagac52aoi'2 15

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 45009 09/06/2023 PRINTED 69231 STEP SAVER CA LLC 1,145.45 45010 09/06/2023 PRINTED 630 THE BEEKEEPER 130.00 45011 09/06/2023 PRINTED 1477 TROVAO AND ASSOCIATES INC 5,653.12 45012 09/06/2023 PRINTED 4463 THE COUNSELING TEAM 1,890.00 45013 09/06/2023 PRINTED 62321 U.S.TELEPACIFIC CORP 1,535.51 45014 09/06/2023 PRINTED 62321 U.S.TELEPACIFIC CORP 2,587.43 45015 09/06/2023 PRINTED 1296 TRANSTECH 12,805.00 45016 09/06/2023 PRINTED 63381 UTILITY COST MANAGEMENT LLC 4,648.04 45017 09/06/2023 PRINTED 14735 VERIZON WIRELESS 393.54 45018 09/06/2023 PRINTED 14735 VERIZON WIRELESS 287.02 45019 09/06/2023 PRINTED 14735 VERIZON WIRELESS 320.08 45020 09/06/2023 PRINTED 14735 VERIZON WIRELESS 162.82 45021 09/06/2023 PRINTED 392 WAXIE SANITARY SUPPLY 3,570.08 45022 09/06/2023 PRINTED 766 WEST END CONSOLIDATED WATER CO 8,487.50 45023 09/06/2023 PRINTED 5193 ZAILO,ROBERT 644.85 45024 09/06/2023 PRINTED 999999 CHRISTINE ALLEN 79.00 45025 09/06/2023 PRINTED 999999 CHRISTOPHER CRUZ 100.00 45026 09/06/2023 PRINTED 999999 EVA HAUFFEN 300.00 45027 09/06/2023 PRINTED 999999 JIE CAI 995.00 45028 09/06/2023 PRINTED 999999 MURTY RHALLABHANDI 500.00 45029 09/06/2023 PRINTED 999999 SHANNON MITCHELL 100.00 45030 09/06/2023 PRINTED 999999 SILVIA MCHENRY 500.00 45031 09/13/2023 PRINTED 99181 ACCOUNTEMPS 5,200.00 45032 09/13/2023 PRINTED 14 ACTION AWARDS 29.98 45033 09/13/2023 PRINTED 207 ADLERHORST INTERNATIONAL LLC 301.71 45034 09/13/2023 PRINTED 86261 ADORAMA 1,306.14 45035 09/13/2023 PRINTED 291 ADVANCE STORE CO,INC 495.10 45036 09/13/2023 PRINTED 15750 AFLAC PREMIUM HOLDING 766.96 45037 09/13/2023 PRINTED 1313 UNIVERSAL PROTECTION SERVICE,LP 20,033.04 45038 09/13/2023 PRINTED 1396 ALVAREZ,MARIA ELENA 718.20 45039 09/13/2023 PRINTED 6109 AMERICAN HERITAGE LIFE INS CO 93.09 45040 09/13/2023 PRINTED 1328 ARCOR ROOTER CORP 13,680.00 45041 09/13/2023 PRINTED 117311 ASCAP 882.50 45042 09/13/2023 PRINTED 6683 ATMAA INC 2,345.00 45043 09/13/2023 PRINTED 3987 BALDY VIEW GYMNASTICS 1,013.60 45044 09/13/2023 PRINTED 1348 BAST,KAY 165.00 45045 09/13/2023 PRINTED 1374 BAY ALARM COMPANY 899.33 45046 09/13/2023 PRINTED 1112 BEGINNERS EDGE SPORTS TRAINING,LLC 1,538.70 45047 09/13/2023 PRINTED 119661 BEST BEST&KRIEGER LLP 26,932.26 45048 09/13/2023 PRINTED 1638 BIDDLE CONSULTING GROUP,INC 2,532.43 45049 09/13/2023 PRINTED 120021 BRIGHTVIEW 13,014.57 45050 09/13/2023 PRINTED 84141 CARTY,DIANE 581.40 45051 09/13/2023 PRINTED 177 CONSOLIDATED ELECTRICAL DISTRIBUTORS,INC 2,893.05 45052 09/13/2023 PRINTED 1167 ALERIA,TONY R 905.10 45053 09/13/2023 PRINTED 82791 CHEM PRO LLC 317.00 45054 09/13/2023 PRINTED 35771 COMMERCIAL DOOR CO INC 396.50 45055 09/13/2023 PRINTED 14251 COMPRISE TECHNOLOGIES INC 1,755.00 45056 09/13/2023 PRINTED 521 COUPLAND,DONNA 478.50 45057 09/13/2023 PRINTED 16636 DELL MARKETING LP 4,987.71 45058 09/13/2023 PRINTED 631 E&M ELETRIC AND MACHINERY,INC 800.00 45059 09/13/2023 PRINTED 10485 EXPERIAN 77.96 45060 09/13/2023 PRINTED 1587 EXPRESS BRAKE SUPPLY&DISTRIBUTORS INC 1,237.08 45061 09/13/2023 PRINTED 4456 FEDERAL EXPRESS 17.51 45062 09/13/2023 PRINTED 128 FORTIER,NURIA 1,039.33 45063 09/13/2023 PRINTED 99418 FRANCHISE TAX BOARD 50.00 45064 09/13/2023 PRINTED 99418 FRANCHISE TAX BOARD 729.50 45065 09/13/2023 PRINTED 99418 FRANCHISE TAX BOARD 50.00 45066 09/13/2023 PRINTED 99418 FRANCHISE TAX BOARD 682.26 45067 09/13/2023 PRINTED 99418 FRANCHISE TAX BOARD 50.00 45068 09/13/2023 PRINTED 78 FRONTIER 1,220.00 45069 09/13/2023 PRINTED 78 FRONTIER 64.03 Prepared By:Maria Serna Page 2of 7 Pagac53mf2 15

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 45070 09/13/2023 PRINTED 111311 FUN WITH SCIENCE 432.00 45071 09/13/2023 PRINTED 58311 G H A TECHNOLOGIES 1,988.39 45072 09/13/2023 PRINTED 1603 GOLDEN STAR JANITORIAL INC 3,848.00 45073 09/13/2023 PRINTED 1237 GOODMAN,VANESSA 3,372.00 45074 09/13/2023 PRINTED 28871 GRAFFITI PROTECTIVE COATINGS 7,001.61 45075 09/13/2023 PRINTED 72691 HAAKER EQUIPMENT CO 70.27 45076 09/13/2023 PRINTED 158 HD SUPPLY FACILITIES MAINTENANCE LTD 41.79 45077 09/13/2023 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH,LLC 400.00 45078 09/13/2023 PRINTED 329 HOLLIDAY ROCK CO INC 5,238.06 45079 09/13/2023 PRINTED 15090 HOLLIDAY TRUCKING INC 5,163.16 45080 09/13/2023 PRINTED 629 HONEYCOTT,INC 260.00 45081 09/13/2023 PRINTED 36271 INLAND EMPIRE PRINTING 420.23 45082 09/13/2023 PRINTED 3430 INLAND EMPIRE STAGES,LTD 3,552.40 45083 09/13/2023 PRINTED 1161 IPS GROUP INC 135.08 45084 09/13/2023 PRINTED 80561 KEENAN&ASSOCIATES 4,053.65 45085 09/13/2023 PRINTED 3020 LAW ENFORCEMENT MEDICAL SVCS 2,975.00 45086 09/13/2023 PRINTED 3013 MAYA QUINTERO 583.63 45087 09/13/2023 PRINTED 801 MCLELLAN,MCROBBIE 250.08 45088 09/13/2023 PRINTED 1332 MERIDIAN RAPID DEFENSE GROUP 4,498.76 45089 09/13/2023 PRINTED 1123 HYATT LEGAL PLANS,INC 714.00 45090 09/13/2023 PRINTED 1315 MORALES,BRANDON 450.00 45091 09/13/2023 PRINTED 117121 NUCKLES OIL COMPANY INC 19,122.10 45092 09/13/2023 PRINTED 42771 OCCU-MED LTD 2,716.60 45093 09/13/2023 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 74.00 45094 09/13/2023 PRINTED 14483 ONTARIO ICE SKATING CENTER 325.85 45095 09/13/2023 PRINTED 1581 OPERATIONS MANAGEMENT GROUP 11,958.00 45096 09/13/2023 PRINTED 6625 P F SERVICES INC 800.00 45097 09/13/2023 PRINTED 4509 PARKHOUSE TIRE INC 1,653.32 45098 09/13/2023 PRINTED 869 PPS ENTERPRISES,INC 4,129.65 45099 09/13/2023 PRINTED 909 PSYCHOLOGICAL CONSULTING ASSOCIATES INC 990.00 45100 09/13/2023 PRINTED 1642 ALISHA PATTERSON 1,719.00 45101 09/13/2023 PRINTED 80071 REFLECTIVE DESIGN 175.00 45102 09/13/2023 PRINTED 1000 RICHARDSON BODY SHOP CORPORATION 4,227.68 45103 09/13/2023 PRINTED 67381 ROUTE 66 CAR WASH INC 570.00 45104 09/13/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 450.00 45105 09/13/2023 PRINTED 210 SALDANA DIAZ,NURYS E. 339.50 45106 09/13/2023 PRINTED 601 SAN ANTONIO WATER CO 500.00 45107 09/13/2023 PRINTED 98677 SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT 114,967.00 45108 09/13/2023 PRINTED 25851 LCDX SCBVD,LLC 174,500.00 45109 09/13/2023 PRINTED 131121 SHRED-IT USAJV LLC 184.42 45110 09/13/2023 PRINTED 131121 SHRED-IT USAJV LLC 333.64 45111 09/13/2023 PRINTED 507 SILVER&WRIGHT LLP 110,049.57 45112 09/13/2023 PRINTED 407 SINGLETON,DENICE 399.00 45113 09/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 105.37 45114 09/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 144.98 45115 09/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 134.98 45116 09/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 213.48 45117 09/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,004.89 45118 09/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 665.82 45119 09/13/2023 PRINTED 1608 STAFFING NETWORK HOLDINGS,LLC 10,574.80 45120 09/13/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 1,766.43 45121 09/13/2023 PRINTED 627 STATE OF CALIFORNIA EMPLOYMENT DEVELOPMENT 568.39 45122 09/13/2023 PRINTED 127551 STEVE'S HEATING AND AIR 490.00 45123 09/13/2023 PRINTED 417 E&S TOWING ENTERPRISES,INC 2,495.00 45124 09/13/2023 PRINTED 678 SUN BADGE COMPANY INC 1,822.92 45125 09/13/2023 PRINTED 11583 THOMPSON PLUMBING SUPPLY 1,879.38 45126 09/13/2023 PRINTED 99981 THOMSON REUTERS-WEST PAYMENT CENTER 1,427.41 45127 09/13/2023 PRINTED 1347 TINKERSPACE,INC 253.65 45128 09/13/2023 PRINTED 626 TMP ENTERPRISES,LLC 200.00 45129 09/13/2023 PRINTED 16541 ANDREW TODD 430.51 45130 09/13/2023 PRINTED 125411 TYLER TECHNOLOGIES INC 1,600.00 Prepared By:Maria Serna Page 3of 7 Pagec524/317 2 15

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 45131 09/13/2023 PRINTED 1310 UNITED PET CARE LLC 731.50 45132 09/13/2023 PRINTED 17022 UPLAND MUSIC SCHOOL 1,065.75 45133 09/13/2023 PRINTED 62571 HD SUPPLY FACILITIES MAINTENANCE LTD. 765.86 45134 09/13/2023 PRINTED 4481 VCACENTRALANIMALHOSPITAL 53.26 45135 09/13/2023 PRINTED 14735 VERIZON WIRELESS 1,840.76 45136 09/13/2023 PRINTED 14735 VERIZON WIRELESS 920.25 45137 09/13/2023 PRINTED 14735 VERIZON WIRELESS 512.34 45138 09/13/2023 PRINTED 14735 VERIZON WIRELESS 848.55 45139 09/13/2023 PRINTED 14735 VERIZON WIRELESS 124.20 45140 09/13/2023 PRINTED 14735 VERIZON WIRELESS 40.01 45141 09/13/2023 PRINTED 14735 VERIZON WIRELESS 120.03 45142 09/13/2023 PRINTED 776 VISTA PAINT CORP 1,210.06 45143 09/13/2023 PRINTED 9797 W E W A C 1,500.00 45144 09/13/2023 PRINTED 1653 MARIA E WALWORTH 125.00 45145 09/13/2023 PRINTED 1725 WEST COAST ARBORISTS INC 104,268.00 45146 09/13/2023 PRINTED 1507 WILCOX SUPPLY INC 1,140.99 45147 09/13/2023 PRINTED 5193 ZAILO,ROBERT 386.40 45148 09/20/2023 PRINTED 99181 ACCOUNTEMPS 3,182.55 45149 09/20/2023 PRINTED 1243 AMERICAN GLOBAL SECURITY, INC 22,968.47 45150 09/20/2023 PRINTED 1291 AMTECH ELEVATOR SERVICES 2,304.74 45151 09/20/2023 PRINTED 1678 JOHN P ANDREWS 100.00 45152 09/20/2023 PRINTED 308 ASPINALL,ROBIN JEAN 100.00 45153 09/20/2023 PRINTED 12378 ATKINSON ANDELSON LOYA RUDD 18,319.10 45154 09/20/2023 PRINTED 1374 BAY ALARM COMPANY 2,146.45 45155 09/20/2023 PRINTED 1007 CALDWELL,CHRISTINE 100.00 45156 09/20/2023 PRINTED 12511 CALIFORNIA COMPUTER SCHOOLS 125.00 45157 09/20/2023 PRINTED 448 CINTAS CORPORATION 3,504.22 45158 09/20/2023 PRINTED 124 DEPARTMENT OF JUSTICE 850.00 45159 09/20/2023 PRINTED 1002 DUNN-EDWARDS 2,466.37 45160 09/20/2023 PRINTED 2435 EVERSOFT 1,544.57 45161 09/20/2023 PRINTED 10485 EXPERIAN 77.00 45162 09/20/2023 PRINTED 78 FRONTIER 674.33 45163 09/20/2023 PRINTED 78 FRONTIER 43.04 45164 09/20/2023 PRINTED 1192 GATEWAY PACIFIC CONTRACTORS,INC 243,520.65 45165 09/20/2023 PRINTED 1683 GERARD AZAR 6,700.00 45166 09/20/2023 PRINTED 111251 GNA BROOK FIRE PROTECTION INC 111.33 45167 09/20/2023 PRINTED 989 GRAHN,THOMAS 100.00 45168 09/20/2023 PRINTED 3231 HINDERLITER,DE LLAMAS&ASSOCIATES 3,002.10 45169 09/20/2023 PRINTED 329 HOLLIDAY ROCK CO INC 1,285.52 45170 09/20/2023 PRINTED 15090 HOLLIDAY TRUCKING INC 5,163.16 45171 09/20/2023 PRINTED 629 HONEYCOTT,INC 520.00 45172 09/20/2023 PRINTED 4719 INTERSTATE BATTERIES 52.15 45173 09/20/2023 PRINTED 80561 KEENAN&ASSOCIATES 5,075.00 45174 09/20/2023 PRINTED 583 KING FENCING 2,000.00 45175 09/20/2023 PRINTED 1287 KOFF&ASSOCIATES 3,150.00 45176 09/20/2023 PRINTED 1518 KRONICK MOSKOVITZ TIEDEMANN&GIRARD 1,391.70 45177 09/20/2023 PRINTED 1083 LOS CARNALES,INC 6,700.00 45178 09/20/2023 PRINTED 1692 MONICA MARROQUIN 100.00 45179 09/20/2023 PRINTED 1691 PAOLO STEFFEN 6,700.00 45180 09/20/2023 PRINTED 1332 MERIDIAN RAPID DEFENSE GROUP 1,695.32 45181 09/20/2023 PRINTED 1332 MERIDIAN RAPID DEFENSE GROUP 22,332.63 45182 09/20/2023 PRINTED 1123 HYATT LEGAL PLANS,INC 714.00 45183 09/20/2023 PRINTED 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 4,326.00 45184 09/20/2023 PRINTED 771 NETWRIX CORPORATION 4,961.80 45185 09/20/2023 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 143.00 45186 09/20/2023 PRINTED 1082 YUN LIANG INC 6,700.00 45187 09/20/2023 PRINTED 1590 PEREZ,JORGE 200.00 45188 09/20/2023 PRINTED 96811 POMONA WHOLESALE 35,142.98 45189 09/20/2023 PRINTED 231 PRESTIGIOUS INVESTIGATIVE SERVICES 20.00 45190 09/20/2023 PRINTED 909 PSYCHOLOGICAL CONSULTING ASSOCIATES INC 495.00 45191 09/20/2023 PRINTED 1705 ROBOTRONICS INC 13,760.20 Prepared By:Maria Serna Page 4of 7 Pagac552D Q 15

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 45192 09/20/2023 PRINTED 2225 SAN BERNARDINO COUNTY FIRE 11,124.00 45193 09/20/2023 PRINTED 1661 BAPPTRE LANDSCAPING,INC 15,612.50 45194 09/20/2023 PRINTED 1608 STAFFING NETWORK HOLDINGS,LLC 5,365.12 45195 09/20/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 628.05 45196 09/20/2023 PRINTED 1439 STATON,BRIAN 100.00 45197 09/20/2023 PRINTED 69231 STEP SAVER CA LLC 1,058.48 45198 09/20/2023 PRINTED 3557 UNDERGROUND SERVICE ALERT 549.48 45199 09/20/2023 PRINTED 596 UPLAND ARENA SPORTS LLC 1,663.20 45200 09/20/2023 PRINTED 1595 VALLEY MAINTENANCE CORP 8,015.00 45201 09/20/2023 PRINTED 14735 VERIZON WIRELESS 79.08 45202 09/20/2023 PRINTED 14735 VERIZON WIRELESS 5,669.49 45203 09/20/2023 PRINTED 760 WATER FACILITIES AUTHORITY 1,461.60 45204 09/20/2023 PRINTED 1261 WEX HEALTH INC 267.30 45205 09/20/2023 PRINTED 83021 ZEP SALES&SERVICE 1,215.61 45206 09/27/2023 PRINTED 36721 ALHAMBRA REPROGRAPHICS INC 188.90 45207 09/27/2023 PRINTED 99181 ACCOUNTEMPS 2,940.00 45208 09/27/2023 PRINTED 292 ACEVEDO,VICTOR 174.53 45209 09/27/2023 PRINTED 291 ADVANCE STORE CO,INC 688.90 45210 09/27/2023 PRINTED 1380 ADVANTEC CONSULTING ENGINEERS,INC 4,590.00 45211 09/27/2023 PRINTED 15750 AFLAC PREMIUM HOLDING 766.96 45212 09/27/2023 PRINTED 3 AIRGAS USA LLC 34.90 45213 09/27/2023 PRINTED 1704 JACOB ALDRIDGE 172.39 45214 09/27/2023 PRINTED 6109 AMERICAN HERITAGE LIFE INS CO 93.09 45215 09/27/2023 PRINTED 1291 AMTECH ELEVATOR SERVICES 400.00 45216 09/27/2023 PRINTED 5906 ANHAEUSER ELECTRIC 3,400.00 45217 09/27/2023 PRINTED 131971 ANNEALTA GROUP 13,282.50 45218 09/27/2023 PRINTED 226 ARCHITERRA DESIGN GROUP 16,996.18 45219 09/27/2023 PRINTED 120021 BRIGHTVIEW 64,192.67 45220 09/27/2023 PRINTED 819 BRINKS,INC 936.63 45221 09/27/2023 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 812.72 45222 09/27/2023 PRINTED 1510 CHANG,JULIAN 981.17 45223 09/27/2023 PRINTED 82791 CHEM PRO LLC 317.00 45224 09/27/2023 PRINTED 1469 CHRISTIAN BROTHERS MECHANICAL SERVICES INC 18,846.33 45225 09/27/2023 PRINTED 15266 CMRTA 40.00 45226 09/27/2023 PRINTED 35771 COMMERCIAL DOOR CO INC 7,191.00 45227 09/27/2023 PRINTED 501 MARIO HERNANDEZ 625.00 45228 09/27/2023 PRINTED 45421 COSTAR REALTY INFORMATION GROUP INC 634.20 45229 09/27/2023 PRINTED 15814 CRIME SCENE STERI-CLEAN,LLC 900.00 45230 09/27/2023 PRINTED 4696 CUCAMONGA VALLEY WATER DISTRIC 193.46 45231 09/27/2023 PRINTED 1500 ONLINE REPLACEMENT CUSHIONS INC 513.76 45232 09/27/2023 PRINTED 124 DEPARTMENT OF JUSTICE 75.00 45233 09/27/2023 PRINTED 1699 DRAPE-RITE,INC 1,585.00 45234 09/27/2023 PRINTED 4456 FEDERAL EXPRESS 8.74 45235 09/27/2023 PRINTED 78 FRONTIER 117.85 45236 09/27/2023 PRINTED 78 FRONTIER 340.00 45237 09/27/2023 PRINTED 78 FRONTIER 91.56 45238 09/27/2023 PRINTED 129941 GENTRY GENERAL ENGINEERING INC 604,186.87 45239 09/27/2023 PRINTED 581 GNA FIRE ELECTRIC INC 440.00 45240 09/27/2023 PRINTED 129521 GRAFIX SYSTEMS 266.07 45241 09/27/2023 PRINTED 88061 HISTORIC DOWNTOWN UPLAND 10,585.00 45242 09/27/2023 PRINTED 329 HOLLIDAY ROCK CO INC 645.43 45243 09/27/2023 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 39,540.91 45244 09/27/2023 PRINTED 106951 INTEGRATED TECHNOLOGY 1,149.58 45245 09/27/2023 PRINTED 635 RENTOKIL NORTH AMERICA INC 1,776.60 45246 09/27/2023 PRINTED 48371 JEEP CHRYSLER OF ONTARIO 290.43 45247 09/27/2023 PRINTED 1269 JOHNSON,JEFFREY 100.00 45248 09/27/2023 PRINTED 529 KAISER FOUNDATION HEALTH PLAN 184,115.71 45249 09/27/2023 PRINTED 937 TURNER,KIMBERLY 31,632.00 45250 09/27/2023 PRINTED 15595 L D M ASSOCIATES INC 1,265.13 45251 09/27/2023 PRINTED 267 LARA,JASON 200.00 45252 09/27/2023 PRINTED 91491 LIBRARY SYSTEMS&SERVICES LLC 14,715.17 Prepared By:Maria Serna Page 5of 7 Pagac5emf2 15

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 45253 09/27/2023 PRINTED 445 MATHISEN OIL CO INC 2,601.08 45254 09/27/2023 PRINTED 824 MK CONSULTING 4,793.62 45255 09/27/2023 PRINTED 1696 CHRISTOPHER A GRIFFITH 1,388.00 45256 09/27/2023 PRINTED 16877 NEXTDAY DELIVERY SERVICE,LLC 271.83 45257 09/27/2023 PRINTED 117121 NUCKLES OIL COMPANY INC 57,616.90 45258 09/27/2023 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 74.00 45259 09/27/2023 PRINTED 6625 P F SERVICES INC 3,467.83 45260 09/27/2023 PRINTED 4509 PARKHOUSE TIRE INC 3,765.45 45261 09/27/2023 PRINTED 16823 PRE PAID LEGAL SVC,INC 86.70 45262 09/27/2023 PRINTED 17258 QUALITY CODE PUBLISHING LLC 540.00 45263 09/27/2023 PRINTED 187 RILEY ELECTRIC,INC 1,501.00 45264 09/27/2023 PRINTED 67381 ROUTE 66 CAR WASH INC 493.00 45265 09/27/2023 PRINTED 1628 RS CONSTRUCTION&DEVELOPMENT,INC 6,205.40 45266 09/27/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 900.00 45267 09/27/2023 PRINTED 601 SAN ANTONIO WATER CO 377,260.02 45268 09/27/2023 PRINTED 1619 PATRICIA L SONTAG 2,043.88 45269 09/27/2023 PRINTED 1195 SOUTHLAND INDUSTRIES 1,627.00 45270 09/27/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 155.48 45271 09/27/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,229.21 45272 09/27/2023 PRINTED 1608 STAFFING NETWORK HOLDINGS,LLC 5,438.00 45273 09/27/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 448.89 45274 09/27/2023 PRINTED 211 STATEWIDE TRAFFIC SAFETY AND SIGNS INC 21,345.00 45275 09/27/2023 PRINTED 69231 STEP SAVER CA LLC 1,194.66 45276 09/27/2023 PRINTED 1703 TONY TANG 183.16 45277 09/27/2023 PRINTED 935 TERMINIX INTERNATIONAL 170.00 45278 09/27/2023 PRINTED 1168 THE HUMAN VALUES CENTER 30,000.00 45279 09/27/2023 PRINTED 62321 U.S.TELEPACIFIC CORP 1,233.56 45280 09/27/2023 PRINTED 11484 U S BANK 2,000.00 45281 09/27/2023 PRINTED 483 ULINE,INC 508.69 45282 09/27/2023 PRINTED 704 V&V MANUFACTURING,INC 245.81 45283 09/27/2023 PRINTED 1707 RICHARD VANDERBILT 613.23 45284 09/27/2023 PRINTED 133941 VERIZON 1,468.69 45285 09/27/2023 PRINTED 14735 VERIZON WIRELESS 6,871.80 45286 09/27/2023 PRINTED 14735 VERIZON WIRELESS 13,998.11 45287 09/27/2023 PRINTED 14735 VERIZON WIRELESS 1,944.93 45288 09/27/2023 PRINTED 14735 VERIZON WIRELESS 1,301.70 45289 09/27/2023 PRINTED 14735 VERIZON WIRELESS 40.01 45290 09/27/2023 PRINTED 1702 BRIAN VOGELESANG 200.00 45291 09/27/2023 PRINTED 1282 WESTERN ALLIANCE BUSINESS TRUST 85,812.15 45292 09/27/2023 PRINTED 1345 YOUR PROPERTY SOLUTIONS 4,620.00 45293 09/27/2023 PRINTED 999999 DEBBIE WEATHERELL 25.00 45294 09/27/2023 PRINTED 999999 VAN LUND CONSTRUCTION 536.00 PRINTED CHECKS(341 COUNT) $3,326,339.28
90123001 09/01/2023 MANUAL 32091 SOUTHERN CALIF EDISON CO 200,491.80 90523001 09/05/2023 MANUAL 43651 U S BANK NATIONAL ASSN 41,403.49 90623001 09/06/2023 MANUAL 65181 CALPERS 200.00 90723001 09/07/2023 MANUAL 543 SOUTHERN CALIF GAS COMPANY 1,078.49 90723002 09/07/2023 MANUAL 1597 TRUSTMARK VOLUNTARY BENEFIT ADMINISTRATOR 2,324.48 90723003 09/07/2023 MANUAL 441 MIDAMERICA ADMIN&RETIREMENT SOLUTIONS,LLC 1,148.03 90723004 09/07/2023 MANUAL 1594 COBRA PROFESSIONALS,INC 1,914.49 90723005 09/07/2023 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 980.00 90723006 09/07/2023 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 921.00 90723007 09/07/2023 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,466.00 90723008 09/07/2023 MANUAL 618 ICMA-RC 1,787.50 90723009 09/07/2023 MANUAL 621 KAREN LONG 187.50 90723010 09/07/2023 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 287.50 90823001 09/08/2023 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 60,272.99 90823002 09/08/2023 MANUAL 624 DEPT OF THE TREASURY 100.00 91123001 09/11/2023 MANUAL 65181 CALPERS 214,595.48 91223001 09/12/2023 MANUAL 1589 LIVELY INC 1,869.08 Prepared By:Maria Serna Page 6of 7 PagacBY/aaf 15

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 91223002 09/12/2023 MANUAL 83401 CARL WARREN&CO 37,308.81 91223003 09/12/2023 MANUAL 91491 LIBRARY SYSTEMS&SERVICES LLC 118,731.00 91223004 09/12/2023 MANUAL 1243 AMERICAN GLOBAL SECURITY, INC 10,897.16 91223005 09/12/2023 MANUAL 1243 AMERICAN GLOBAL SECURITY, INC 141.82 91323001 09/13/2023 MANUAL 65181 CALPERS 200.00 91323002 09/13/2023 MANUAL 65181 CALPERS 210,384.79 91423001 09/14/2023 MANUAL 116231 NEOPOST USA INC 5,000.00 91423002 09/14/2023 MANUAL 80561 KEENAN&ASSOCIATES 279,683.07 91523001 09/15/2023 MANUAL 32091 SOUTHERN CALIF EDISON CO 101,567.56 91523002 09/15/2023 MANUAL 1337 STANDARD INSURANCE COMPANY 2,926.24 91523003 09/15/2023 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 30,829.36 92023001 09/20/2023 MANUAL 83401 CARL WARREN&CO 110,000.00 92223001 09/22/2023 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 1,046.37 92223002 09/22/2023 MANUAL 1594 COBRA PROFESSIONALS,INC 1,914.49 92223003 09/22/2023 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 960.00 92223004 09/22/2023 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 921.00 92223005 09/22/2023 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,466.00 92223006 09/22/2023 MANUAL 621 KAREN LONG 187.50 92223007 09/22/2023 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 287.50 92223008 09/22/2023 MANUAL 618 ICMA-RC 1,793.75 92523001 09/25/2023 MANUAL 624 DEPT OF THE TREASURY 100.00 92523002 09/25/2023 MANUAL 1589 LIVELY INC 1,869.08 92523003 09/25/2023 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 74,093.76 92623001 09/26/2023 MANUAL 11484 U S BANK 73,960.00 92623002 09/26/2023 MANUAL 11484 U S BANK 1,008,088.00 92623003 09/26/2023 MANUAL 760 WATER FACILITIES AUTHORITY 426,611.65 MANUAL CHECKS(43 COUNT) $3,039,996.74
43717 05/17/2023 VOID 637 SMART&FINAL IRIS CO (151.80) 44786 08/23/2023 VOID 1243 AMERICAN GLOBAL SECURITY,INC (11,038.98) 44957 09/06/2023 VOID 1313 UNIVERSAL PROTECTION SERVICE,LP (2,003.04) 44738 08/16/2023 VOID 1332 MERIDIAN RAPID DEFENSE GROUP (4,498.76) 45010 09/06/2023 VOID 630 THE BEEKEEPER (130.00) VOIDED CHECKS(5 COUNT) $ (17,822.58)
PRINTED CHECKS(341 COUNT) $3,326,339.28
MANUAL CHECKS(43 COUNT) $3,039,996.74
VOIDED CHECKS(5 COUNT) $ (17,822.58)
PRINTED&MANUAL CHECK TOTALS $6,348,513.44
Prepared By:Maria Serna Page 7of 7 Pagac583D Q 15

4��a �p19� CITY UPLAND
�5, _�� "The City of Gracious Living"
C,,tIFOB,S
'• Staff(krctill
DATE: October 9,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER

JESSICA GANDARA,RECREATION&COMMUNITY SERVICES MANAGER
SUBJECT: CONSIDER APPROVAL OF A CONSTRUCTION CONTRACT FOR SHADE STRUCTURES

AT OLIVEDALE PARK
RECOMMENDED ACTION:

It is recommended that the City Council approve a construction contract with Innovative Playgrounds, Inc. in the amount of$220,248.08 for the replacement of the existing picnic shade structure and the addition of a second picnic shade structure at Olivedale Park; authorize an appropriation of$59,380 in Quimby funds, and authorize the City Manager to execute the contract and provide a 50%deposit to the vendor.

GOAL STATEMENT
The proposed action supports the City's goal of enhancing and maintaining first rate parks and recreational facilities, thus enhancing the desirability of the City of Upland as a place to live and strengthen the community image.

BACKGROUND
Proposition 68 (Prop 68)was passed by voters in June 2018 and it authorized$4 billion dollars of general obligation bonds to fund the creation and development of state and local parks, environmental protection projects, water infrastructure projects,and flood protection projects. Of that, $185 million was allocated to the Per Capita Program, which allocated grants to local governments on a per capita basis.In addition,$13.9 million was allocated to the Urban County Per Capita Program,which allocated grants to cities and districts in urbanized counties who provide park and recreation services to jurisdictions of 200,000 or less in population.

The City of Upland has been allocated$177,952 of Prop 68 Per Capita funding and an additional$47,118 in Urban County Per Capita funding.Projects that do not serve severely disadvantaged communities(median household income less than 60%of the statewide Page 1 of 7 average)must include a 20%match from the Grantee. Grantees must show a match amounting to 25% in additional costs. As a result, the City is required to have a minimum of$56,250 in matching funds for a total minimum project cost of$281,250.

At the November 2,2021 meeting of the Parks,Arts,Recreation,Community Services(PARCS)Advisory Committee, the Proposition 68 Per Capita park projects at Citrus Park and Olivedale Park were presented,and it was recommended that the projects be presented before the City Council.

At the December 13, 2021 City Council meeting, the City Council adopted Resolution No. 6623 authorizing the submittal of an application for the use of Proposition 68 Per Capita funds for park projects at Citrus Park and Olivedale Park.

Since the approval of the projects, $60,000 of the Proposition 68 Per Capita funding has been spent at Citrus Park for the replacement of the roofs over the restroom and the concession stand.The remaining$165,070 will fund a portion of the shade structures,with the City's matching requirement being fulfilled with a minimum of$55,178.08 in Quimby funds.

ISSUES AND ANALYSIS
Hosting parties and other special events at parks has been a longstanding practice in communities across the country.

The low-cost access to picnic tables and playgrounds is appealing to families wishing to host events in parks, and shaded areas are a desirable amenity. Staff frequently receive requests for covered picnic areas, and often has to suggest alternative parks without shade structures because of the limited number of covered picnic areas.

Page 59 of 215 ends

The City of Upland is fortunate to have an abundance of trees in its parks,however enhancing alternate park amenities with shade structures would provide benefits including, but not limited to, prolonging outdoor play time, keeping amenities cool to the touch,and providing protection from harmful UV rays.

While Olivedale Park currently has one shaded picnic area,the condition of the shade structure has become dilapidated over the years. The wooden roof and block posts have suffered vandalism and damage as a result of the weather.

Replacing the shade structure and adding a second structure will provide more opportunities for the highly desired covered picnic area for reservations. The Steelworx hip shelters with powder coated framework and metal roofing provide a more modern aesthetic and have been proven to be durable over time. The recommended action is for the installation of two 22' x 28' shade structures—one replacing the existing structuring with demo and disposal of the existing structure included and the second installed just north-east of the playground. The price includes the construction of 616 sq ft concrete slabs beneath each of the structures.

In April 2023,Innovative Playgrounds, Inc. completed the installation of the two shade structures at Magnolia Park.

The vendor has been deemed"sole source"by the Public Works Department to ensure consistency in quality, look, durability,replacement parts and customer satisfaction.

Adding shade structures to picnic areas will enhance the amenities and will provide multiple opportunities for increased revenues with facility reservations.

ENVIRONMENTAL DETERMINATION
The project is Categorical Exempt from the California Environmental Quality Act(CEQA)pursuant to Section 15302, Replacement or Reconstruction, of the CEQA Guidelines, because the proposed project includes the removal of an existing shade structure and replacement with a new shade structure of substantially the same size, purpose, and capacity. The project is further exempt pursuant to Section 15303, New Construction or Conversion or Small Structures,of the CEQA Guidelines as the project includes the construction of a new accessory shade structure.

FISCAL IMPACTS
The funding for the two picnic shade structures will come from two sources-$165,070 from Prop 68 Per Capita funds budgeted in Fund 217 and $59,380 from Quimby Fees. This recommended action includes a budget adjustment appropriating$59,380 in Quimby fees collected in the neighborhood of Olivedale Park for the partial funding of the two picnic shade structures and acting as the required City match for the Prop 68 Per Capita spending.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Determined to be exempt pursuant to Section 15302,Replacement or Reconstruction and Section 15303,New Construction or Conversion or Small Structures,of the CEQA Guidelines.

Page 60 of 215 ends

CITY OF UPLAND

CONSTRUCTION CONTRACT

OLIVEDALE PARK SHADE STRUCTURES

1. PARTIES AND DATE.

This Contract is made and entered into this 9th day of October 2023 by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue Upland, CA 91786 ("City") and Innovative Playgrounds, Inc., a California Corporation with its principal place of business at 12407 E. Slauson Ave., Unit D, Whittier, CA, 90606 ("Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.

2. RECITALS.

2.1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing Magnolia Park shade structure engineering plans, products, supplies, and installation, related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City.

2.3 Project. City desires to engage Contractor to render such services for the purchase and installation of two metal shade structures at Magnolia Park ("Project") as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, Payment and Performance Bonds as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit "A")
• Contractor's Bid (Exhibit "B")
• Payment and Performance Bonds (Exhibit "C")
• Certification (Exhibit "D")

3.1.1 Precedence. To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor.

Page 61 of 215 ends

3.2 Contractor's Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the"Work"), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit"B" attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit "C" attached hereto and incorporated herein by this reference.

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City.

3.2.1.1 Change Orders. Changes to the Contract Time (as defined in Section 3.3) or Total Contract Price shall be in the form of a written Change Order, either signed by both parties or issued unilaterally by the City. No adjustment shall be made to the Contract Time unless the delay impacts the critical path to completion and the delay was not caused in whole or in part by the Contractor. Failure to timely request a Change Order shall constitute a waiver of any right to adjust the Contract Time or the Total Contract Price. All requests for Change Orders shall be accompanied by detailed supporting documentation, including but not limited to payroll records, invoices, schedules, and any other documentation requested by the City for the purpose of determining the additional costs or the impact of any delay. If the change involves Work bid at a unit price, then the Total Contract Price shall be increased at the unit price. If there is no unit price, then the Total Contract Price shall be adjusted to account for costs actually incurred plus an allowed mark-up of fifteen percent(15%),which shall constitute the entire amount of profit, mark-ups, field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. Regardless of ownership, equipment rates shall not exceed the listed prevailing rates at local equipment rental agencies, or distributors, at the time the work is performed. Nothing herein shall prevent the Parties from agreeing to a lump sum cost.
(A) Changes Ordered By City. City may at any time issue a written directive ordering additions, deletions, or changes to the Work. Contractor shall proceed with the work in accordance with the directive. To the extent the directive results in extra work or requires additional Contract Time, Contractor shall request a Change Order within seven (7)days of receiving the Work Directive. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined. (B) Changes Requested By Contractor. With respect to any matter that may involve or require an adjustment to the Contract Time or the Contract Price, Contractor shall provide written notice of the underlying facts and circumstances that gave rise to the potential change within seven (7) days or prior to the alteration of conditions, whichever is earlier. Failure to give notice shall constitute a waiver of Contractor's right to a change order. If any costs are not capable of being determined within seven (7) days, then 2

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Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.

3.2.2 Substitutions/"Or Equal". Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words "or equal."
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any"or equal" material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35)days after award of Contract. Provisions regarding submission of"or equal" requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed "or equal" substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an "or equal" material, process or article that may be substituted. Data required to substantiate requests for substitutions of an "or equal" material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted "or equal" material, process or article is equivalent to that specified in every way except as listed on the affidavit.

Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted "or equal" material, process or article, and substantiates that it is an "or equal"to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted "or equal" material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the City's costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted "or equal" material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.3 Period of Performance and Liquidated Damages.

3.3.1 Contractor shall perform and complete all Work under this Contract within three hundred (300) days, beginning the effective date of the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits "A" or "B" attached hereto or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, 3

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acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of ($ N/A )per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

3.3.2 If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event (as defined herein), then the Contractor shall be entitled to a time extension, as provided herein, when the Work stopped is on the critical path and shall not be charged liquidated damages. Such a non-compensable adjustment shall be Contractor's sole and exclusive remedy for such delays and the Contractor will not receive an adjustment to the Total Contract Price or any other compensation. Contractor must submit a timely request in accordance with the requirements of the Contract.

3.3.3 A Force Majeure Event shall mean an event that materially affects a party's performance and is one or more of the following: (1)Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.5 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations 4

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respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance

3.5.1 PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

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

3.6 City's Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below- referenced compensation in accordance with compensation provisions set forth in the Contract.

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of Two Hundred Thirty Thousand Five Hundred Thirteen Dollars and Ninety Five Cents ($230,513.95) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City. The City Manager may approve Additional Work up to ten percent(10%)of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (Total Contract Price and Additional Work) exceed fifty thousand dollars ($280,513.95). Any additional work in excess of this amount shall be approved by the City Council.

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein.

On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and 5

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form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.7.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.7.4 Contract Retentions. From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.7.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of:
(1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3)defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.7.6 Substitutions for Contract Retentions. Pursuant to California Public Contract Code section 22300, Contractor may substitute securities for any money withheld by the City to ensure the performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, with the State or a federally chartered bank as the escrow agent, who shall return such securities to Contractor upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement between the escrow agent and the City, which provides that no portion of the securities shall be paid to Contractor until the City has certified to the escrow agent, in writing, that the Contract has been satisfactorily completed. The City shall certify that the Contract has been satisfactorily completed within sixty (60) days of work "completion" as defined in Section 7107(c)of the California Public Contract Code. Securities eligible for investment under this section shall be limited to those listed in Section 16430 of the Government Code, bank or savings & loan certificates of deposit, interest-bearing demand deposit accounts, stand-by letters of credit, or any other security mutually agreed to by Contractor.

3.7.7 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 7108.5 of the California Business and 6

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Professions Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract.

3.7.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.9 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

3.8 Labor

3.8.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Work is 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.8.2 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.8.3 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work 7

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more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.8.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the DIR on a weekly basis and in the format prescribed by the DIR, which may include electronic submission. 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.

3.8.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit "E" prior to contract execution. 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.

3.8.6 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor's sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Work, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City.

Contractor 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 Contractor or any subcontractor. 8

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3.9 Performance of Work; Jobsite Obligations.

3.9.1 Water Quality Management and Compliance.

3.9.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.9.1.2 Compliance with the Statewide Construction General Permit.

Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board ("Permit"). It shall be Contractor's sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a "living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor's sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.9.1.3 Other Water Quality Rules Regulations and Policies. Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.9.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom.

3.9.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its directors, officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor's failure to comply with the Permit.

3.9.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor's failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification 9

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provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City's attorney's fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.9.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.9.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.9.1 as they may relate to the Work provided under this Contract.

Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.9.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.9.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.9.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits, 10

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Contractor shall pay the City's applicable business license fee. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.9.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5)feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.9.6 Hazardous Materials and DifferincLConditions.As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.9.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3)equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

3.9.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

3.9.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.
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3.9.10 Inspection Of Site. Contractor has visited sites where Work is to be performed and has become acquainted with all conditions affecting the Work. Contractor warrants that it has made such examinations as it deems necessary to determine the condition of the Work sites, its accessibility to materials, workmen and equipment, and to determine the Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances—time or money—will be allowed as to such matters.

3.9.11 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities.

Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any work or altering the condition.

3.10 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.11 Claims; Government Code Claim Compliance.

3.11.1 Except as otherwise provided in this Contract, if any dispute shall arise between the City and Contractor regarding performance of the Work, or any alleged change in the Work, Contractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to the City within three (3) days after commencement of the disputed work. Contractor's failure to give written notice within the three (3)-day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work and shall constitute a waiver of the right to further pursue the claim under the Contract or at law.

3.11.2 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.

The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with all applicable law, including but not limited to these statutes.

3.11.3 Claims. For purposes of this Section, "Claim" means a separate demand by the Contractor for:

3.11.3.1 An adjustment to the time for completion including, without limitation, for relief from damages or penalties for delay assessed by the City; 12

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3.11.3.2 Payment by the City of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled; or

3.11.3.3 An amount the payment of which is disputed by the City.

A"Claim" does not include any demand for payment for which the Contractor has failed to provide notice, request a Change Order, or otherwise failed to follow any procedures contained in the Contract Documents.

3.11.4 Filing Claims. Claims governed by this Section may not be filed unless and until the Contractor completes any and all requirements of the Contract Documents pertaining to notices and requests for changes to the Contract Time or Contract Price, and Contractor's request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than thirty (30) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following words in 16 point capital font: "THIS IS A CLAIM." The Claim shall include the all information and documents necessary to substantiate the Claim, including but not limited to those identified below. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by Contract Documents. Failure to follow such contractual requirements shall bar any Claims or subsequent proceedings for compensation or payment thereon.

3.11.5 Supporting Documentation: The Contractor shall submit all claims in the following format:

3.11.5.1 Summary description of Claim including basis of entitlement, merit and amount of time or money requested, with specific reference to the Contract Document provisions pursuant to which the Claim is made

3.11.5.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.11.5.3 Chronology of events and correspondence

3.11.5.4 Narrative analysis of claim merit

3.11.5.5 Analysis of Claim cost, including calculations and supporting documents

3.11.5.6 Time impact analysis in CPM format
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3.11.6 City's Response. Upon receipt of a Claim pursuant to this Section, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after the City issues its written statement.

3.11.6.1 If the City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City's governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three (3) days following the next duly publicly noticed meeting of the City's governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.11.6.2 Within 30 days of receipt of a Claim, the City may request in writing additional documentation supporting the Claim or relating to defenses or Claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of the City and the Contractor. The City's written response to the Claim, as further documented, shall be submitted to the Contractor within 30 days (if the Claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.11.7 Meet and Confer. If the Contractor disputes the City's written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City's response or within 15 days of the City's failure to respond within the time prescribed, respectively, and demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute.

3.11.8 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The public entity and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the parties agree to select a mediator at a later time.

3.11.8.1 If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.11.8.2 For purposes of this Section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or 14

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by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Section.

3.11.8.3 Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.11.8.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed.

3.11.9 Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a Claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code prior to initiating litigation. For purposes of those provisions, the running of the period of time within which a Claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference.

3.11.10 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of$375,000 or less:

3.11.10.1 Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of this Contract. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.11.10.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10)of Title 3 of Part 3 of the Code of Civil Procedure, (A)arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney's fees on appeal of the other party.

3.11.11 Government Code Claim Procedures.

3.11.11.1 This Section does not apply to tort claims and nothing in this Section is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code. 15

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3.11.11.2 In addition to any and all requirements of the Contract Documents pertaining to notices of and requests for adjustment to the Contract Time, Contract Price, or compensation or payment for additional work, disputed Work, construction claims and/or changed conditions, the Contractor must comply with the claim procedures set forth in Government Code Section 900, et seq. prior to filing any lawsuit against the City.

3.11.11.3 Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time or Contract Price for additional work, disputed Work, construction claims, and/or changed conditions have been followed by Contractor. If Contractor does not comply with the Government Code claim procedure or the prerequisite contractual requirements, Contractor may not file any action against the City.

3.11.11.4 A Government Code claim must be filed no earlier than the date the Work is completed or the date the Contractor last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to Contractor or that should reasonably by known to Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted.

3.11.12 Non-Waiver. The City's failure to respond to a Claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the Claim being deemed rejected in its entirety, and shall not constitute a waiver of any rights under this Section.

3.12 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminate this Contract pursuant to Section 3.18.3; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice.

3.13 Indemnification.

3.13.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services, the Project or this Contract, including without limitation the payment of all expert witness fees, attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the sole or active negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City, or for defects in design furnished by those persons.
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3.13.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.14 Insurance.

3.14.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

3.14.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3.14.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage(occurrence form CG 00 01)OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2)Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance; and (4) Builders'/All Risk: Builders'/AII Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support(and including earthquakes and floods if requested by the City). Policies shall not contain exclusions contrary to this Contract.

3.14.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability:$1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California.

Employer's Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease; and (4) Builders'/All Risk:Completed value of the project. 17

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Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.14.2.3 Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Contract.

3.14.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions to the insurance policies:

3.14.3.1 General Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

3.14.3.2 Automobile Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it in any way.

3.14.3.3 Workers' Compensation and Employer's Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.
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3.14.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1)coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and volunteers.

3.14.4 Builders'/All Risk Policy Requirements. The builders'/all risk insurance shall provide that the City be named as loss payee. In addition, the insurer shall waive all rights of subrogation against the City.

3.14.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and volunteers.

3.14.6 Professional Liability Insurance. All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5) years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insureds with respect to Work performed and shall otherwise comply with all requirements of this Section. Defense costs shall be paid in addition to the limits.

3.14.7 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.14.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3.14.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.14.10 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages 19

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for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

3.14.11 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.15 Bond Requirements.

3.15.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.15.2 Performance Bond. If specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.15.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient, or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate the Contract for cause.

3.15.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.16 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10)days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any 20

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portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.17 Employee/Labor Certifications.

3.17.1 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "D" and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.17.2 Equal Opportunity Employment. Contractor 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.

3.17.3 Verification of Employment Eligibility. By executing this Contract, Contractor 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 subcontractors and sub-subcontractors to comply with the same.

3.18 General Provisions.

3.18.1 City's Representative. The City hereby designates the Assistant City Manger or his or her designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 21

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3.18.2 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ("'Contractor's Representative"). Following approval by the City, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval.

3.18.3 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.18.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor.

3.18.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.

3.18.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
22

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CONTRACTOR:

Innovative Playgrounds, Inc.
12407 E. Slauson Ave., Unit D, Whittier, CA, 90606
Attn: Alvino Larios
CITY:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Manager
With Copy To:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.18.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.18.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.18.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.18.10 Laws; Venue. This Contract 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 Contract, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

3.18.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.18.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.
23

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3.18.13 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

3.18.14 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to rescind this Contract without liability. For the term of this Contract, 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 Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Work.

3.18.15 Certification of License.

3.18.15.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature.

3.18.15.2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.18.16 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.18.17 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.18.18 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.18.19 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. 24

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SIGNATURE PAGE FOR CONSTRUCTION CONTRACT

BETWEEN THE CITY OF UPLAND
AND INNOVATIVE PLAYGROUNDS, INC.

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

CITY OF UPLAND INNOVATIVE PLAYGROUNDS, INC

CORPORATION
APPROVED BY:

Signature

MICHAEL BLAY
City Manager
Name
ATTESTED BY:

Title

KERI JOHNSON
City Clerk
Signature
APPROVED AS TO FORM:

Name
Best Best & Krieger LLP
City Attorney
Title
Contractor's License Number and
Classification
DIR Registration Number
25

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EXHIBIT A / EXHIBIT B
Innovative Playgrounds Co.,Inc.12407 E.Slauson Ave.Unit D Innovative Estimate Whittier,CA 90606
562-693-5200 PLAYGROUNDS co.
www.innovplay.com
ADDRESS SHIP TO
City of Upland Olivedale Park
460 N. Euclid Avenue 598 Raymond St.

Upland,CA 91786 Upland,CA 91786
ESTIMATE# DATE
10288 10/02/2023
TRACKING NO. SALES REP
Olivedale Park Shelters ALVINO
ACTIVITY DESCRIPTION AMOUNT
*AREA 1" 0.00
DEMO Demo and Dispose of Existing Shelter and Block Posts at 21'x 26'-6"x 8'. 14,071.43 DEMO Demo and Dispose of(2) Existing Trash Receptacles and(4) Existing Picnic Tables. 1,214.29 DEMO Demo and Dispose of Approx.(557)Sq. Ft.of Existing Concrete Slab at 4"Depth. 4,376.43 PREP WORK Construct(616)Sq. Ft.of Concrete Slab at 4"Depth for an Area of 22'x 28'. 12,760.00 SHELTER-1 Supply(1)22'x 28'Steelworx Hip Shelter w/9' Eave Height,4:12 Roof Pitch,w/Powder Coated Framework, 31,332.38T w/24 ga MultiRib Metal Roofing(4) Post Design. Includes Electrical Access at Corner.

LIST PRICE:$35,204.92
IN KIND CUSTOMER DISCOUNT APPLIED:($3,872.54)
ENGINEERING Engineering Fee for Shelter(Includes Both). 1,664.38 INSTALLATION Install(1)22'x 28'Steelworx Hip Shelter w/9' Eave Height,4:12 Roof Pitch,w/Powder Coated Framework, 40,785.71 w/24 ga Multi Rib Metal Roofing(4) Post Design into Dirt.

TEMP.FENCING Provide Temporary Fencing During Installation of Picnic Shelter. 1,508.57 *AREA 2* 0.00
DEMO Demo and Dispose of(1) Existing Trash Receptacles and(3) Existing Picnic Tables. 1,071.43 DEMO Demo and Dispose of Approx.(500)Sq. Ft.of Existing Concrete Slab at 4"Depth. 3,928.57 PREP WORK Construct(616)Sq. Ft.of Concrete Slab at 4"Depth for an Area of 22'x 28'. 12,760.00 SHELTER-1 Supply(1)22'x 28'Steelworx Hip Shelter w/9' Eave Height,4:12 Roof Pitch,w/Powder Coated Framework, 31,332.38T w/24 ga MultiRib Metal Roofing(4) Post Design. Includes Electrical Access at Corner.

LIST PRICE:$35,204.92
IN KIND CUSTOMER DISCOUNT APPLIED:($3,872.54)
INSTALLATION Install(1)22'x 28'Steelworx Hip Shelter w/9' Eave Height,4:12 Roof Pitch,w/Powder Coated Framework, 40,785.71 w/24 ga Multi Rib Metal Roofing(4) Post Design into Dirt.

TEMP.FENCING Provide Temporary Fencing During Installation of Picnic Shelter. 1,508.57 FREIGHT Shipping Charge to Upland,CA. Freight Price Valid for 30 Days Only, Due to Fluctuating Fuel Pricing. Please 7,820.63 Requote After 10/26/23.

BONDS PAYMENT BOND&PERFORMANCE BOND(4%of Total:$211,777.00) 8,471.08 INCLUDES Pricing includes prevailing wage rates. 0.00 ESTIMATE VALID FOR 30 DAYS
Acceptance of estimate:the above prices,specifications and conditions are satisfactory and are hereby accepted.Any alterations or deviations from the above will be accepted only upon written notice and will become an extra charge over and above the estimate period. 50% deposit due p�gemr iass2 It 30 terms have been approved. J

ACTIVITY DESCRIPTION AMOUNT
EXCLUDES Pricing excludes regular wage rates,permits,any border material and/or concrete curbing,fencing 0.00 (permanent),special installation due to unforeseen site conditions and any additional site work/preparation/amenities.

SUBTOTAL 215,391.56
TAX(7.75%) 4,856.52
TOTAL $220 248.08
Accepted By Accepted Date
ESTIMATE VALID FOR 30 DAYS
Acceptance of estimate:the above prices,specifications and conditions are satisfactory and are hereby accepted.Any alterations or deviations from the above will be accepted only upon written notice and will become an extra charge over and above the estimate period.50%deposit due with opfrggl8sp aft29 5 terms have been approved.

EXHIBIT C

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Concurrently with this Contract, the Contractor shall deliver to the City four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the City and included as Exhibit "E"to the Contract. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the City. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

Exhibit C- 1

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EXHIBIT D

CERTIFICATION
LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.

By:

Signature
Name (Print)
Title (Print)

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City of Upland
Summary of Quimby Fee Activity FY 2007 to FY 2023
As of June 29,2023
Description Total FY 22/23 FY 21/22 FY 20/21 FY 19/20 FY 18/19 FY 17/18 FY 16/17 FY 15/16 FY 14/15 FY 13/14 FY 12/13 FY 11/12 FY 10/11 FY 09/10 FY 08/09 FY 07/08 FY 06/07 Unallocated:

Quimby Fees Earned $ 2,352,762 $ 43,977 229,550 - 492,200 233,882 - 370,316 416,152 368,428 - 10,700 - 182,628 - - - 4,929 Interest Allocated $ 23,419 (91,963) (174) 55,419 30,778 16,485 7,061 1,675 953 21 108 998 1,309 49 22 677 - QuimbyFeesTransferred $ (1,685,474) $ (1,464,000) - (59,990) - - - - - - - (141,984) - (19,500) - - - - Balance $ 690,707 (1,420,023) 137,587 (60,164) 547,619 264,660 16,485 377,377 417,827 369,381 21 (131,176) 998 164,437 49 22 677 4,929 District 1
Greenbelt Park:

Quimby Fees Earned $ 417,300 $ - - - - - 160,500 256,800 - - - - - - - - - - Interest Allocated $ 9,730 $ - (18,605) (39) 12,147 8,981 5,732 1,514 - - - - - - - - - Balance $ 427,030 $ - (18,605) (39) 12,147 8,981 166,232 258,314 - - - - - - - - - - Sports Park(Sycamore Hills):

Quimby Fees Earned $ 3,150,526 $ - 214,000 1,607,406 387,520 363,800 577,800 Interest Allocated $ (73,329) $ - (122,723) (241) 30,480 14,691 4,464 Park Development Costs $ (260,653) $ (184) - - (8,851) - - - - (19,222) (153) (2,906) (2,781) (26,724) (10,163) (153,996) (30,672) (5,001) Balance $ 2,816,544 $ (184) 91,277 1,607,165 409,149 378,491 582,264 - - (19,222) (153) (2,906) (2,781) (26,724) (10,163) (153,996) (30,672) (5,001) Total District 1 $ 3,243,574 $ (184) $ 72,672 $ 1,607,126 $ 421,296 $ 387,472 $ 748,496 $ 258,314 $ - $ (19,222) $ (153) $ (2,906) $ (2,781) $ (26,724) $ (10,163) $ (153,996) $ (30,672) $ (5,001) District 2
Magnolia Park:

Quimby Fees Received $ 79,490 $ - - 59,990 - - - - - - - - - 19,500 - - - - Interest Allocated $ - $
Playground Equipment $ (59,990) $ - (59,990) Recreation Center Courtyard $ (19,500) $ (19,500) - - - - Balance $ - $
McCarthy Park:

Quimby Fees Earned $ 716,060 $ - - 42,800 - - - - - 192,600 203,300 74,900 74,900 32,100 64,200 - 31,260 - Interest Allocated $ 27,329 $ - (32,389) (69) 19,980 14,772 9,428 4,038 1,386 1,591 261 775 1,224 1,030 863 141 4,296 - Balance $ 743,389 $ - (32,389) 42,731 19,980 14,772 9,428 4,038 1,386 194,191 203,561 75,675 76,124 33,130 65,063 141 35,556 - Total District 2 $ 743,389 $ - $ (32,389) $ 42,731 $ 19,980 $ 14,772 $ 9,428 $ 4,038 $ 1,386 $ 194,191 $ 203,561 $ 75,675 $ 76,124 $ 33,130 $ 65,063 $ 141 $ 35,556 $ - District 3
Baldy View Dog Park:

Quimby Fees Earned $ - $ -
Interest Allocated $ - $ -
Transfer in from Unallocated $ 800,000 $ 800,000 Dog Park Improvements 82339 $ (15,889) $ (15,889) $ 784,111 $ 784,111 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Cabrillo Park:

Quimby Fees Earned $ 624,237 $ - - - 55,092 - - - - - - 50,615 74,900 428,000 15,630 - -Interest Allocated $ 25,079 $ - (28,290) (60) 18,470 12,515 7,987 3,421 1,175 1,348 309 1,566 3,062 3,441 135 - - -

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Quimby Fees Earned $ 55,092 $ - - - 55,092 Interest Allocated $ (826) $ - (2,364) (5) 1,544 Snackbar replacement#82346 $ (5,755) $ (5,755) Balance $ 48,511 $ (5,755) (2,364) (5) 56,636 Total District 3 $ 1,481,938 $ 778,356 $ (30,655) $ (65) $ 130,198 $ 12,515 $ 7,987 $ 3,421 $ 1,175 $ 1,348 $ 309 $ 52,181 $ 77,962 $431,441 $ 15,765 $ - $ - $ - District 4
9th and Bodenhamer Park
Quimby Fees Earned $ 233,548 $ 137,730 - (87,822) 183,640 Interest Allocated $ 1,240 (3,897) (8) 5,145 Transfer in from Unallocated $ 664,000 $ 664,000 Professional Services-Park Design $ (95,437) (1,968) (93,469) Balance $ 803,352 $ 801,730 (5,864) (181,299) 188,785 Olivedale Park/8th St.Reservoir Park/
Urban Plaza/Downtown Parklets:

Quimby Fees Earned $ 2,232,166 - - - - 119,366 716,196 624,376 459,100 - - - - - - 313,128 - Interest Allocated $ 105,736 (79,891) (170) 53,474 39,537 25,233 10,695 2,222 1,823 172 873 1,872 2,456 3,031 1,381 43,028 - Artificial Turf Instal-Warden Field $ (100,000) - - - - (100,000) Safety Net Warden Field $ (24,937) (24,937) - - - - Hawkins Field Improvements $ (18,891) (11,916) - (6,975) - - Urban Plaza Design/Development $ (139,083) $ (90,853) (14,561) (33,669) Balance $ 2,054,991 $ (90,853) (94,452) (33,839) 53,474 39,537 44,599 726,891 626,598 460,923 172 873 1,872 (34,397) 3,031 (5,594) 356,156 - Memorial Park:

Quimby Fees Earned $ 156,094 $ 55,092 - - 101,002 Quimby Fees Received $ 141,984 - - - - - - - - - 141,984 - - - - - - Interest Allocated $ 1,097 (1,028) (2) 2,127 Rotary Field $ (78,509) (1,040) (52,364) (17,717) (7,388) Purchase Landecena Building $ (141,984) - - - - - - - - - (141,984) - - - - - - Balance $ 78,681 $ 55,092 (2,068) (52,367) 85,411 (7,388) Total District 4 $ 2,937,024 $ 765,969 $ (102,384) $ (267,505) $ 327,671 $ 32,149 $ 44,599 $ 726,891 $ 626,598 $ 460,923 $ 172 $ 873 $ 1,872 $ (34,397) $ 3,031 $ (5,594) $ 356,156 $ - Fund Balance-6/30/2022 $ 9,096,633 $ 124,118 $ 44,832 $ 1,322,123 $ 1,446,763 $ 711,569 $ 826,995 $ 1,370,042 $ 1,046,986 $ 1,006,621 $ 203,910 $ (5,352) $ 154,175 $ 567,888 $ 73,745 $ (159,427) $ 361,717 $ (72)

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CITY OF UPLAND

QUIMBY FEE PROJECT IDENTIFICATION
As of October 9,2023
Estimated Estimated Designated
Project Name Status Completion Cost Funds Unallocated Current Balance $690,707
Transfer to Greenbelt Park Planned ($209,271) Transfer to Sierra Vista Park Approved ($57,500) Transfer to Sierra Vista Park Planned ($141,436) Transfer to Baldy View Park Approved ($57,500) Transfer to 13th Street Park Planned ($225,000) Unallocated Totals ($690,707) $690,707
DISTRICT 1 PARKS
Greenbelt Park Current Balance $427,030
Transfer In from Unallocated Planned FY 24/25 $209,271 Netting Planned FY 24/25 ($237,296)
Fencing Planned FY 24/25 ($100,000)
Playground Surfacing Planned FY 24/25 ($50,000) Playground Shade Planned FY 24/25 ($100,000) Picnic Shelter Planned FY 24/25 ($149,005) Greenbelt Park Totals ($636,301) $636,301 San Antonio Park Current Balance $0
Sports Park(Sycamore Hills)Current Balance $2,816,544 Master Plan Approved FY 23/24 ($85,966)
Sports Complex Inactive Unknown ($2,730,578) Sports Park(Sycamore Hills)Totals ($2,816,544) $2,816,544 DISTRICT 2 PARKS
13th Street Reservoir Park Current Balance $0 Transfer in from Unallocated Planned FY 24/25 $225,000 Playground Planned FY 24/25 ($75,000) Basketball Court Resurface/Paint Planned FY 24/25 ($50,000) Security Lighting Planned FY 24/25 ($100,000) 13th Street Reservoir Park Current Balance ($225,000) $225,000 Magnolia Park Current Balance $0

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CITY OF UPLAND

QUIMBY FEE PROJECT IDENTIFICATION
As of October 9,2023
Estimated Estimated Designated
Project Name Status Completion Cost Funds McCarthy Park Current Balance $743,389
Sandpit Repurpose Planned FY 25/26 ($88,250) Basketball Court Resurface/Paint Planned FY 25/26 ($50,000) Exercise Area - Replace Planned FY 25/26 ($100,000) Horseshoe Pits- Replace Planned FY 25/26 ($10,000) Restroom Epoxy Active FY 23/24 ($25,000)
Restroom - Partitions, Sinks,Toilets Active FY 23/24 ($25,000) Restrooms- Fixture Installation Active FY 23/24 ($7,500) Playground Replacement and Resurface Planned FY 25/26 ($437,639) McCarthy Park Totals ($743,389) $743,389 Sierra Vista Park Current Balance $0
Transfer in from Unallocated Approved FY 23/24 $57,500 Transfer in from Unallocated Planned FY 24/25 $141,436 Restrooms- Epoxy Active FY 23/24 ($25,000)
Restrooms- Partitions,Toilets,Sinks Active FY 23/24 ($25,000) Restrooms- Fixture Installation Active FY 23/24 ($7,500) Picnic Shelters Planned FY 24/25 ($141,436) Sierra Vista Park Totals ($198,936) $198,936 DISTRICT 3 PARKS
Baldy View Park Current Balance $784,111
Transfer In From Unallocated Approved FY 23/24 $57,500 Restrooms- Epoxy Active FY 23/24 ($25,000)
Restrooms- Partitions,Toilets,Sinks Active FY 23/24 ($25,000) Restrooms- Fixture Installation Active FY 23/24 ($7,500) Irrigation Replacement Active FY 23/24 ($300,000) Dog Park Renovation and Upgrades Active FY 23/24 ($500,000) Baldy View Park Totals ($857,500) $841,611

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CITY OF UPLAND

QUIMBY FEE PROJECT IDENTIFICATION
As of October 9,2023
Estimated Estimated Designated
Project Name Status Completion Cost Funds Cabrillo Park Current Balance $649,316
Accessibility Path Planned FY 24/25 ($200,000) Playground Replacement Planned FY 24/25 ($150,000) Playground Resurfacing Planned FY 24/25 ($100,000) Repurpose/Resurface Sandpit Planned FY 24/25 ($50,000) Basketball Court Resurface/Paint Planned FY 24/25 ($50,000) Restroom- Epoxy Active FY 23/24 ($25,000)
Restroom -Toilets, Partitions,Sinks, Fixtures Active FY 23/24 ($25,000) Restrooms- Fixture Installation Active FY 23/24 ($7,500) Water Stations Planned FY 24/25 ($41,816) Cabrillo Park Totals ($649,316) $649,316 Citrus Park Current Balance $48,511
Concessions Stand Roof Replacement Active FY 22/23 ($10,245) Accessibility Path Planned FY 24/25 ($30,766) Restrooms- Fixture Installation Active FY 23/24 ($7,500) Citrus Park Totals ($48,511) $48,511 DISTRICT 4 PARKS
9th and Bodenhamer Park Current Balance $803,352 9th and Bodenhamer Park Creation Planned FY 24/25 ($803,352) 9th and Bodenhamer Park Totals ($803,352) $803,352 Olivedale/8th St. Reservoir Park/Urban
Plaza/Downtown Parklets Current Balance $2,054,991 Picnic Shelters-Olivedale Planned FY 23/24 ($59,380) Playground Replacement-Olivedale Planned FY 23/24 ($320,169) Accessibility Paths Planned FY 23/24 ($40,442) Full Restroom Replacement Planned FY 23/24 ($125,000) Downtown Parklets Project Active FY 23/24 ($450,000) Urban Plaza Park Project Active FY 23/24 ($1,060,000) Olivedale/8th St. Reservoir Park/Urban
Plaza/Downtown Parklets Totals ($2,054,991) $2,054,991 Memorial Park Current Balance $78,681
South Field Renovations Planned FY 23/24 ($78,681) Memorial Park Totals ($78,681) $78,681 Total Projects ($9,112,521) $9,096,631

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4��a �p19� CITY UPLAND
�5, _�� "The City of Gracious Living"
C,,tIFOB,S
'• Stafif(krctilt
DATE: October 9,2023
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT DALQUEST,DEVELOPMENT SERVICES DIRECTOR

GIOVANNI ARELLANO,PROGRAM ADMINISTRATOR
SUBJECT: CONSIDER APPROVAL OF AMERICAN RESCUE PLAN ACT FUNDS AND PROGRAM

GUIDELINES FOR MICRO-RETAIL RESILIENCY PROGRAM
RECOMMENDED ACTION:

It is recommended that the City Council approve the program guidelines relative to funding the Micro-Retail Resiliency Program("Program")and authorize a budget adjustment of$50,000 from American Rescue and Recovery Plan Act(ARPA)funds to fund the Program.

GOAL STATEMENT
The proposed action supports the City's goal to create economic development assistance programs to help small businesses with recovery and resiliency in the wake of the Covid-19 Pandemic as mandated by the American Rescue and Recovery Plan Act.

BACKGROUND
Relative to small business support,ARPA funds are designated to be used to support communities struggling in the wake of COVID-19 and a looming recession by providing grants to hard-hit small businesses so they may continue to operate,become more resilient and survive.

On July 11,2022,the City Council approved the Catch-Up Business Rental Assistance Program, and authorized the use of ARPA funds in the amount of$325,000. The Catch-Up program provided assistance to businesses for up to two months of in-arrears rent or$6,000,whichever is less.The Catch-Up Program was a success and the City assisted seventeen(17)businesses,expending$105,207.56 in ARPA funds,with a remaining fund balance of$219,792.44.

On February 27, 2023, the City Council approved the Raise-UP (Restaurant Assistance for Increased Sales and Efficiency-Upland)Grant Program and authorized the use of$219,792 of ARPA funds remaining from the Catch-Up Program. The Raise-UP Program provided grant assistance not to exceed$6,700 on a reimbursable basis to eligible brick-and-mortar restaurants to assist them in improving their operations,growing their business,and developing their staff to increase their business and help them get to the next level. Grant funding was to be used for either tenant improvements,business equipment,electronics,signage,or digital marketing.The City assisted a total of twenty-nine (29)restaurants.

ISSUES AND ANALYSIS
The Economic Development team is proposing on developing another small retail business assistance program utilizing ARPA funds. Accordingly, staff has developed and will administer the Micro-Retail Resiliency Loan Program.

This new program will utilize up to$50,000 of ARPA funds to provide micro-retailer businesses within downtown a forgivable loan of up to $5,000 for eligible expenses demonstrating financial need to improve sales due to a loss of revenue stemming from the Covid-19 Pandemic. Loans will be forgiven after one year of the business remaining in continued operation in downtown. Approved applicants are required to participate in an 8-hour business training course on marketing,offered though the Small Business Development Center(SBDC),to qualify for the funding.

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Upland City CouncilOctober 9, 2023

Upland City Council
October 9, 2023