Agenda packet — Upland City Council, January 22, 2024 (part 1 of 3)

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EETING OF THE CITY COUNCIL
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Rill Velto, Mayor
James Breitling, Mayor Pro Tern- District 2 Michael Blay, City Manager Carlos A. Garcia,Councilmember-District 3 Stephen P. Deitsch,City Attorney Shannon Maust, Councilmember -District I Keri Johnson, City Clerk Rudy Zuniga,Councilmember-District 4
Monday, January 22, 2024
Open session begins at 6:00 p.m.

City Council Chamber
City Hall, 460 N. Euclid Avenue
Residents may observe the City Council meetings remotely via livestream on the City website, Spectrum Cable TV Channel 3, or Frontier Cable TV Channel 26.

Pages

1. CALL TO ORDER AND ROLL CALL

2. ADDITIONS-DELETIONS TO AGENDA

3. ORAL COMMUNICATIONS
This is a time for any citizen to comment on item listed on the closed session agenda only. Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. The use of visual aids will be included in the time limit.

CLOSED SESSION BEGINS AT 5:00 p.m.

4. CLOSED SESSION
a. CLOSED SESSION CONFERENCE WITH REAL PROPERTY NEGOTIATORS California Government Code Section 54956.8
Property: 1,400 square foot parcel located on the east side of Grove Avenue, approximately 470 feet north of Foothill Boulevard in the City of Upland (Assessor Parcel Number: 0207-462-02)
City Negotiators: City Manager Michael Blay and Development Services Director Robert Dalquest
Negotiating Party: Jonathan K. Cornelius, Fore Property Company Under Negotiation: Price and Terms of payment

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

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS
Presentation on the FP5 Parcel Tax by San Bernardino County Fire Chief Dan Munsey Recognition of CERT Volunteers and Recreation and Community Services Manager Jessica Gandara for their assistance with the winter storm event, presented by San Bernardino County OES
Recognition of Upland Heritage Vintage Home tour participants presented by Kati Parker

8. CITY ATTORNEY

9. ORAL COMMUNICATIONS
This is a time for any citizen to comment on any item listed or not listed on the agenda.

Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. Speakers will be given five (5) minutes during public hearings. The use of visual aids will be included in the time limit. Public comments and questions for the purpose of hearing current matters of concern in our community and to provide citizens a method for the public to hear those concerns in an open venue is encouraged. However, under the provisions of the Brown Act, the City Council is prohibited from discussion of items not listed on the agenda, and therefore, the City Council, City Manager, or City Attorney will take communications under advisement for consideration and appropriate response or discussion at a later time.

Individuals who demonstrate disruptive conduct during City Council meetings that prevent the City Council from conducting its meeting in an orderly manner are guilty of a misdemeanor as stated in PC403, disrupting a public meeting, and are subject to removal from the chamber or arrest.

10. CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine and will be enacted by one roll call vote. There will be no separate discussion of these items unless members of the legislative body request specific items be removed from the Consent Calendar for separate action.

Recommended Action:

Approve the Consent Calendar
a. APPROVAL OF MINUTES 6
Recommended Action:

Approve the Regular Meeting Minutes of January 8, 2024. (Staff Person: Keri Johnson)
b. APPROVAL OF DECEMBER WARRANT AND PAYROLL REGISTERS 10 CEQA: Not a Project.

Recommended Action:

Approve the December warrant registers (check numbers 46102-46259, 462560- 462636 and direct disbursements totaling $5,678,065.71 and payroll registers totaling $1,836,623.83 (check numbers 163583-163630 and electronic fund

transfers 44684-45252). (Staff Person: Stephen Parker)
c. TREASURER'S REPORT DECEMBER 2023 16
CEQA: Not a Project.

Recommended Action:

Receive and file the December 2023 Treasurer's Report. (Staff Person: Stephen Parker)
d. CONSIDER APPROVAL OF SECOND AMENDMENT TO LEASE AGREEMENT 33

WITH YMCA
CEQA: Not a Project
Recommended Action:

Approve the Second Amendment to the Lease Agreement Between the City of Upland and the West End YMCA; and authorize the City Manager to execute the amendment. (Staff Person: Stephen Parker)
e. CONSIDER APPROVAL OF THE FIRST AMENDMENT TO AN AGREEMENT 66 WITH ROBERT HALF INTERNATIONAL, INC. AND APPROVAL OF A BUDGET

ADJUSTMENT
CEQA: Not a Project
Recommended Action:

Approve the first amendment to the professional services agreement with Robert Half International for staff augmentation services, authorize the City Manager to execute the agreement, and approve a budget adjustment. (Staff Person:

Stephen Parker)
f. CONSIDER APPROVAL OF AN AGREEMENT FOR ON-CALL GEOGRAPHICAL 83

INFORMATION SYSTEMS TECHNICIAN STAFFING
CEQA: Not a Project
Recommended Action:

Approve an agreement with Nobel Systems for on-call Geographical Information Systems (GIS) staff augmentation services; authorize the City Manager to execute the agreement; and authorize a budget transfer. (Staff Person: Stephen Parker)
g. CONSIDER APPROVAL OF A PURCHASE ORDER WITH WEST COAST 100

LIGHTS AND SIREN
CEQA: Not a Project.

Recommended Action:

Approve a purchase order with West Coast Lights and Siren for installation and repair of Police and City vehicle emergency equipment in the amount of $140,000; and authorize the City Manager to execute all necessary documents. (Staff Person: Braden Yu)
h. CONSIDER APPROVAL OF AGREEMENTS AND ADOPTION OF A 110

RESOLUTION RELATED TO THE ACTIVE TRANSPORTATION PLAN

PROGRAM

CEQA: Not a Project.

Recommended Action:

Adopt a Resolution approving the Active Transportation Plan (ATP) Program Supplemental Agreement and authorize the City Manager to execute the aforementioned Agreement and future documents and agreements related to the ATP Grant as well as HSIP, SMART, RUSH and other grant programs the City may apply for; and authorize the City Manager to execute the contract with KTUA to prepare the Active Transportation Plan. (Staff Person: Braden Yu) i. APPROVAL OF PARCEL MAP 20278 AND SUBDIVISION AGREEMENT, 190 LOCATED AT 1160 E 19TH
CEQA: The project is exempt from environmental review under CEQA pursuant to CEQA Guidelines Section 15183 (Projects Consistent with a Community Plan, General Plan or Zoning) and CEQA Guidelines Section 15182 (Project consistent with a Specific Plan).

Recommended Action:

Approve Tract Map 20278 for recordation and authorize the City Manager to sign the subdivision agreement. (Staff Person: Braden Yu)
j. CONSIDER APPROVAL OF THE 2024 URBAN FOREST MANAGEMENT PLAN 198 CEQA: Not a Project
Recommended Action:

Approve a Resolution adopting the 2024 Urban Forest Management Plan. (Staff Person: Braden Yu)

11. PUBLIC HEARINGS

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

CONFERENCE ATTENDANCE
Councilmembers will provide oral reports on any meetings, trainings, or conferences they attended on behalf of the City. This item is for information only. b. PUBLIC WORKS COMMITTEE MEETING, JANUARY 9, 2023 316 The Committee Chairperson will report on the meeting. This is an information item only.

13. BUSINESS ITEMS
a. CONSIDER APPROVAL OF A SECOND AMENDMENT TO THE CITY 321

MANAGER EMPLOYMENT AGREEMENT
CEQA: Not a Project.

Recommended Action:

Approve the Second Amendment to the City of Upland City Manager Employment Agreement with Michael Blay, providing him with an increase in the City's contribution to the City Manager's 401(a) plan. (Staff Person: Thomas Rice)

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, February 12, 2024.

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, 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 January 17, 2024 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 January 8, 2024
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
None.

CLOSED SESSION - 6:00 p.m.

4. CLOSED SESSION
At 6:01 p.m. Mayor Velto announced that the City Council would recess to Closed Session pursuant to Government Code
a. CLOSED SESSION CONFERENCE WITH REAL PROPERTY NEGOTIATORS California Government Code Section 54956.8
Property: 1,400 square foot parcel located on the east side of Grove Avenue, approximately 470 feet north of Foothill Boulevard in the City of Upland (Assessor Parcel Number: 0207-462-02)
City Negotiators: City Manager Michael Blay and Development Services Director Robert Dalquest
Negotiating Party: Jonathan K. Cornelius, Fore Property Company Under Negotiation: Price and Terms of payment
b. CLOSED SESSION CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
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City Designated Representatives: Mayor Bill Velto and City Attorney Stephen Deitsch
Unrepresented Employee: City Manager
The Council reconvened in open session at 7:07 p.m.

5. INVOCATION
Pastor Perry Engle, Upland Brethren in Christ Church

6. PLEDGE OF ALLEGIANCE
Led by Kati Parker

7. PRESENTATIONS
Recognition of Sponsors of the Hometown Holiday Parade and Faire.

Recognition of Police Department Employees and Department update.

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
Christopher Scarzo, Upland, stated that he is the son of an Army Veteran and thanked staff for their assistance.

Kati Parker, Representative for Chino Basin Water Conservation District, provided information on the District's functions and announced upcoming event commemorating the 75th anniversary of the District.

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

Moved by: Councilmember Breitling
Seconded by: Councilmember Garcia
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of December 11, 2023. b. ACCEPT FUNDS FOR 2023 CALHOME OWNER-OCCUPIED

REHABILITATION PROGRAM
Adopt Resolution No. 6759 authorizing the City to accept CalHome funds from the State Housing and Community Development Department (HCD) totaling Four Hundred and Eighty Thousand Dollars ($480,000) to implement the mobile home component of the City's Owner-Occupied Home Improvement Program and 2

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appropriate the funds, and authorize staff to submit all necessary State HCD grant documents associated with receiving these grant funds. c. CONSIDER ACCEPTANCE OF BOARD OF SUPERVISORS DISCRETIONARY

FUND ALLOCATION FROM SUPERVISORS ARMENDAREZ AND HAGMAN

FOR POLICE LOCKER ROOM PROJECT
Accept $500,000 in funding from the County of San Bernardino through Supervisors Armendarez and Hagman's allocations of the Board of Supervisors Discretionary Fund — District Specific Priorities Program for a police locker room project; and authorize the City Manager to execute the agreement. d. TREASURER'S REPORT NOVEMBER 2023
Receive and file the November 2023 Treasurer's Report.
f. AWARD OF BID FOR PROJECT NO. 80001 & 80002, POLICE DEPARTMENT MEN'S AND WOMEN'S LOCKER REPLACEMENT PROJECT (BID NO. 2023- 12)
Approve the Plans and Specifications for Project No. 80001 & 80002, PD Men's and Women's Locker Replacement Project; award the construction contract to Y4M Developing Inc. DBA Construction Masters in the amount of $620,763.00 (Base bid amount plus additive bid item #6); approve a construction contingency in the amount of $104,237, for a total amount of $725,000; and authorize the City Manager to execute any extensions, and any future amendments within the City Manager's authority.
g. NOTICE OF COMPLETION FOR 17TH STREET ROADWAY UTILITY

IMPROVEMENTS
Accept the work; authorize the City Manager or designee to record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for the 17th Street Roadway and Utility Improvement Project.
h. CONSIDER APPROPRIATING QUIMBY FEES DESIGNATED FOR MEMORIAL PARK
Approve a budget amendment appropriating $78,681 in Quimby Fees designated for Memorial Park for capital improvements in Memorial Park. e. CONSIDER APPROVAL FOR THE PROCUREMENT OF REPLACEMENT

PLAYGROUND EQUIPMENT AT OLIVEDALE PARK
Council thanked staff for their work on the playground design.

Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
Approve the procurement of replacement playground equipment at Olivedale Park in the amount of $180,317.72, authorize a budget adjustment of $80,400 from Quimby Fees; and authorize the City Manager to execute any documents necessary to complete the purchase.

Motion: Carried Unanimously
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11. PUBLIC HEARINGS

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

CONFERENCE ATTENDANCE
Mayor Velto reported on his attendance at the OmniTrans meeting.

13. BUSINESS ITEMS
a. CONSIDER CHANGING THE START TIME OF UPLAND CITY COUNCIL

MEETINGS
City Clerk Johnson presented the staff report.

There was discussion regarding the possibility of moving Council meetings to 5 p.m. Council requested staff bring back an agenda item considering moving Council meeting days to Tuesdays.

Moved by: Councilmember Maust
Seconded by: Councilmember Breitling
Adopt Resolution No. 6760 setting the time for regular meetings of the Council and repealing Resolution No. 6632.

Motion: Carried Unanimously

14. COUNCIL COMMUNICATIONS
Councilmembers announced various activities and events throughout the community.

15. CITY MANAGER
City Manager Blay announced the date of the upcoming City of Upland Community Day with the Empire Strykers.

16. ADJOURNMENT
Mayor Velto adjourned the meeting at 8:06 p.m. The next regularly scheduled City Council meeting is Monday, January 22, 2024.

Keri Johnson, City Clerk
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�� pl"� CITY
UPLAND
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"The City of Gracious Living"
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DATE: January 22,2024
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: APPROVAL OF DECEMBER WARRANT AND PAYROLL REGISTERS RECOMMENDED ACTION:

It is recommended that the City Council approve the December warrant registers (check numbers 46102-46259, 462560-462636 and direct disbursements totaling$5,678,065.71 and payroll registers totaling$1,836,623.83 (check numbers 163583-163630 and electronic fund transfers 44684-45252).

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 the opportunity to review monthly expenses of the city.

ISSUES AND ANALYSIS
In accordance with Government Code 37208,the Finance Officer hereby certifies that the attached warrant registers, direct disbursements, and payroll registers have been found to conform to the approved budget and have been paid.

These demands are submitted to the City Council for review and approval.

ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA). Section 15378 of the CEQA Guidelines defines a project subject to CEQA. The proposed action is not included within the definition of a"project" and thus is exempt.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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��17.7--
OF irpt97' City of Upland
° Accounts Payable Check Reconciliation Register
r' 12/01/2023- 12/31/2023
CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 46102 12/06/2023 PRINTED 82591 1-800 RADIATOR 149.77 46103 12/06/2023 PRINTED 17278 AT&T 375.00 46104 12/06/2023 PRINTED 14 ACTION AWARDS 3,985.04 46105 12/06/2023 PRINTED 291 GOLDEN STATE SUPPLY,LLC 201.34 46106 12/06/2023 PRINTED 358 ADVANCED AUTO,SMOG CHECK CENTER 40.00 46107 12/06/2023 PRINTED 3 AIRGAS USA LLC 331.23 46108 12/06/2023 PRINTED 12564 ALL CITY MANAGEMENT SERVICES INC 9,267.00 46109 12/06/2023 PRINTED 1678 JOHN P ANDREWS 100.00 46110 12/06/2023 PRINTED 308 ASPINALL,ROBIN JEAN 100.00 46111 12/06/2023 PRINTED 862 BADGER METER INC 27,709.68 46112 12/06/2023 PRINTED 1734 BATTERY WORX INC 468.13 46113 12/06/2023 PRINTED 1452 BETTEN,AMANDA 545.42 46114 12/06/2023 PRINTED 1769 BIO-TOX LABORATORIES 6,380.00 46115 12/06/2023 PRINTED 1007 CALDWELL,CHRISTINE 100.00 46116 12/06/2023 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 570.15 46117 12/06/2023 PRINTED 1246 CRAIG JORDAN CONSTRUCTION 1,565.00 46118 12/06/2023 PRINTED 159 CREATIVE SERVICES OF NEW ENGLAND 737.95 46119 12/06/2023 PRINTED 1727 MICHELLE DANISON 501.15 46120 12/06/2023 PRINTED 124 DEPARTMENT OF JUSTICE 965.00 46121 12/06/2023 PRINTED 2435 EVERSOFT 2,280.27 46122 12/06/2023 PRINTED 1745 STEVEN W MONROE 6,214.15 46123 12/06/2023 PRINTED 10485 EXPERIAN 77.72 46124 12/06/2023 PRINTED 1587 EXPRESS BRAKE SUPPLY&DISTRIBUTORS INC 1,134.41 46125 12/06/2023 PRINTED 1192 GATEWAY PACIFIC CONTRACTORS,INC 49,685.00 46126 12/06/2023 PRINTED 28871 GRAFFITI PROTECTIVE COATINGS 7,001.61 46127 12/06/2023 PRINTED 989 GRAHN,THOMAS 100.00 46128 12/06/2023 PRINTED 290 GRAINGER 596.73 46129 12/06/2023 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH,LLC 400.00 46130 12/06/2023 PRINTED 533 INTERNATIONAL ASSOCIATION OF CHIEF'S OF POLICE INC 190.00 46131 12/06/2023 PRINTED 1269 JOHNSON,JEFFREY 100.00 46132 12/06/2023 PRINTED 192 L N CURTIS&SONS 16,938.30 46133 12/06/2023 PRINTED 1692 MONICA MARROQUIN 100.00 46134 12/06/2023 PRINTED 1332 MERIDIAN RAPID DEFENSE GROUP 15,732.00 46135 12/06/2023 PRINTED 1728 ALEXA MERRITT 450.71 46136 12/06/2023 PRINTED 3722 MIRACLE RECREATION 1,494.91 46137 12/06/2023 PRINTED 238 MOUNTAIN VIEW CHEVROLET 256.14 46138 12/06/2023 PRINTED 7816 MR T'S TOWING INC 1,800.00 46139 12/06/2023 PRINTED 400 NUTRIEN AG SOLUTIONS,INC 9,990.38 46140 12/06/2023 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 330.56 46141 12/06/2023 PRINTED 6625 P F SERVICES INC 150.00 46142 12/06/2023 PRINTED 1590 PEREZ,JORGE 48.00 46143 12/06/2023 PRINTED 1517 POLICE RECORDS AND INFORMATION MANAGEMENT GROUP IN 4,548.88 46144 12/06/2023 PRINTED 992 PRISTINE UNIFORMS,LLC 3,526.23 46145 12/06/2023 PRINTED 67381 ROUTE 66 CAR WASH INC 734.00 46146 12/06/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 300.00 46147 12/06/2023 PRINTED 90591 S&1 SUPPLY CO INC 4,088.04 46148 12/06/2023 PRINTED 606 SAN BERNARDINO COUNTY SHERIFF'S 828.00 46149 12/06/2023 PRINTED 99141 SONSRAY MACHINERY LLC 47,345.59 46150 12/06/2023 PRINTED 3835 SOUTH COAST A Q M D 160.35 46151 12/06/2023 PRINTED 1106 SPORT PINS INTERNATIONAL,INC 624.95 46152 12/06/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 483.79 46153 12/06/2023 PRINTED 69231 STEP SAVER CA LLC 1,567.70 46154 12/06/2023 PRINTED 625 STILES ANIMAL REMOVAL 2,450.00 46155 12/06/2023 PRINTED 90177 SWRCB 35,333.00 46156 12/06/2023 PRINTED 11583 THOMPSON PLUMBING SUPPLY 116.47

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46157 12/06/2023 PRINTED 62571 HD SUPPLY FACILITIES MAINTENANCE LTD. 61.71 46158 12/06/2023 PRINTED 4481 V C A CENTRAL ANIMAL HOSPITAL 110.57 46159 12/06/2023 PRINTED 990 VEOLIA NORTH AMERICA,INC 121.00 46160 12/06/2023 PRINTED 14735 VERIZON WIRELESS 245.00 46161 12/06/2023 PRINTED 651 WAYNE PARADISE SIGNS&DESIGNS 2,385.21 46162 12/06/2023 PRINTED 1725 WEST COAST ARBORISTS INC 76,794.00 46163 12/06/2023 PRINTED 1507 WILCOX SUPPLY INC 591.12 46164 12/06/2023 PRINTED 999999 JACYNTH AQUINO 50.00 46165 12/13/2023 PRINTED 17 ADAMSON POLICE PRODUCTS 2,479.16 46166 12/13/2023 PRINTED 1646 ERIC BAUER 2,500.00 46167 12/13/2023 PRINTED 1313 UNIVERSAL PROTECTION SERVICE,LP 21,131.04 46168 12/13/2023 PRINTED 1396 ALVAREZ,MARIA ELENA 897.75 46169 12/13/2023 PRINTED 131971 ANNEALTA GROUP 12,800.00 46170 12/13/2023 PRINTED 3987 BALDYVIEWGYMNASTICS 1,013.60 46171 12/13/2023 PRINTED 1348 BAST,KAY 359.10 46172 12/13/2023 PRINTED 1374 BAY ALARM COMPANY 471.00 46173 12/13/2023 PRINTED 119661 BEST BEST&KRIEGER LLP 41,854.70 46174 12/13/2023 PRINTED 1722 RAQUELVEISAGA 738.16 46175 12/13/2023 PRINTED 60921 CALIFORNIA PEACE OFFICERS ASSOCIATION 250.00 46176 12/13/2023 PRINTED 84141 CARTY,DIANE 114.00 46177 12/13/2023 PRINTED 125851 COOPER,MARY KATHRYN 375.08 46178 12/13/2023 PRINTED 521 COUPLAND,DONNA 278.10 46179 12/13/2023 PRINTED 16636 DELL MARKETING LP 2,463.60 46180 12/13/2023 PRINTED 21131 ESRI INC 801.64 46181 12/13/2023 PRINTED 10485 EXPERIAN 77.00 46182 12/13/2023 PRINTED 123041 FRIENDS OF UPL ANML SHLTR INC 2,727.26 46183 12/13/2023 PRINTED 78 FRONTIER 93.00 46184 12/13/2023 PRINTED 78 FRONTIER 550.00 46185 12/13/2023 PRINTED 78 FRONTIER 1,778.17 46186 12/13/2023 PRINTED 78 FRONTIER 64.17 46187 12/13/2023 PRINTED 78 FRONTIER 1,220.00 46188 12/13/2023 PRINTED 111311 FUN WITH SCIENCE 91.50 46189 12/13/2023 PRINTED 111251 GNA BROOK FIRE PROTECTION INC 99.01 46190 12/13/2023 PRINTED 775 GRANICUS,LLC 2,340.00 46191 12/13/2023 PRINTED 34941 GUZMAN,STACEY 2,503.75 46192 12/13/2023 PRINTED 1748 HALEY CONIGLIO 1,000.00 46193 12/13/2023 PRINTED 21921 HIGH DESERT BACKFLOW-AAA ACTION BACKFLOW,LLC 5,280.00 46194 12/13/2023 PRINTED 629 HONEYCOTT,INC 130.00 46195 12/13/2023 PRINTED 16340 INFOSEND INC 6,057.53 46196 12/13/2023 PRINTED 36271 INLAND EMPIRE PRINTING 473.39 46197 12/13/2023 PRINTED 1371 INNOVATIVE PLAYGROUNDS COMPANY,INC 110,124.09 46198 12/13/2023 PRINTED 1161 IPS GROUP INC 30.46 46199 12/13/2023 PRINTED 635 RENTOKIL NORTH AMERICA INC 1,646.20 46200 12/13/2023 PRINTED 83731 1&G ADVERTISING SPECIALTIES 4,160.45 46201 12/13/2023 PRINTED 1747 JPS INTEROPERABILITY SOLUTIONS,INC 3,406.03 46202 12/13/2023 PRINTED 529 KAISER FOUNDATION HEALTH PLAN 178,404.99 46203 12/13/2023 PRINTED 1732 GREGORY KILEY 3,900.00 46204 12/13/2023 PRINTED 3020 LAW ENFORCEMENT MEDICAL SVCS 2,510.00 46205 12/13/2023 PRINTED 91491 LIBRARY SYSTEMS&SERVICES LLC 8,549.21 46206 12/13/2023 PRINTED 3013 MAYA QUINTERO 401.10 46207 12/13/2023 PRINTED 1521 MOBILE SCREEN REPAIR LLC 1,045.00 46208 12/13/2023 PRINTED 1315 MORALES,BRANDON 60.00 46209 12/13/2023 PRINTED 1288 NEARMAP US,INC 6,250.00 46210 12/13/2023 PRINTED 42771 OCCU-MED LTD 2,645.75 46211 12/13/2023 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 340.00 46212 12/13/2023 PRINTED 14483 ONTARIO ICE SKATING CENTER 698.25 46213 12/13/2023 PRINTED 33021 PELLITTERI,CHRISTOPHER 344.41 46214 12/13/2023 PRINTED 67381 ROUTE 66 CAR WASH INC 570.00 46215 12/13/2023 PRINTED 90591 S&J SUPPLY CO INC 4,310.00 46216 12/13/2023 PRINTED 210 SALDANA DIAZ,NURYS E. 112.18 46217 12/13/2023 PRINTED 6610 SAN BERNARDINO COUNTY SHERIFF 96.30

Page 12 of 332 ends

46218 12/13/2023 PRINTED 11671 SAN BERNARDINO COUNTY 13,755.08 46219 12/13/2023 PRINTED 131121 SHRED-IT USAJV LLC 163.61 46220 12/13/2023 PRINTED 507 SILVER&WRIGHT LLP 1,196.98 46221 12/13/2023 PRINTED 407 SINGLETON,DENICE 381.90 46222 12/13/2023 PRINTED 1195 SOUTHLAND INDUSTRIES 776.00 46223 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 149.98 46224 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 669.00 46225 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 155.48 46226 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,229.21 46227 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 144.98 46228 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 134.98 46229 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,047.02 46230 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 213.48 46231 12/13/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 105.37 46232 12/13/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 364.49 46233 12/13/2023 PRINTED 678 SUN BADGE COMPANY INC 2,319.61 46234 12/13/2023 PRINTED 1299 MARUTI HOSPITALITY LLC 359.70 46235 12/13/2023 PRINTED 626 TMP ENTERPRISES,LLC 200.00 46236 12/13/2023 PRINTED 62321 U.S.TELEPACIFIC CORP 1,232.19 46237 12/13/2023 PRINTED 62321 U.S.TELEPACIFIC CORP 2,528.42 46238 12/13/2023 PRINTED 17022 UPLAND MUSIC SCHOOL 1,249.50 46239 12/13/2023 PRINTED 4481 V C A CENTRAL ANIMAL HOSPITAL 149.70 46240 12/13/2023 PRINTED 133941 VERIZON 50.07 46241 12/13/2023 PRINTED 14735 VERIZON WIRELESS 120.03 46242 12/13/2023 PRINTED 14735 VERIZON WIRELESS 120.03 46243 12/13/2023 PRINTED 14735 VERIZON WIRELESS 124.53 46244 12/13/2023 PRINTED 14735 VERIZON WIRELESS 40.01 46245 12/13/2023 PRINTED 14735 VERIZON WIRELESS 40.01 46246 12/13/2023 PRINTED 14735 VERIZON WIRELESS 320.08 46247 12/13/2023 PRINTED 14735 VERIZON WIRELESS 287.57 46248 12/13/2023 PRINTED 14735 VERIZON WIRELESS 163.04 46249 12/13/2023 PRINTED 14735 VERIZON WIRELESS 394.21 46250 12/13/2023 PRINTED 14735 VERIZON WIRELESS 2,075.37 46251 12/13/2023 PRINTED 14735 VERIZON WIRELESS 849.21 46252 12/13/2023 PRINTED 14735 VERIZON WIRELESS 503.25 46253 12/13/2023 PRINTED 14735 VERIZON WIRELESS 920.29 46254 12/13/2023 PRINTED 14735 VERIZON WIRELESS 7,385.43 46255 12/13/2023 PRINTED 1653 MARIA E WALWORTH 125.00 46256 12/13/2023 PRINTED 5193 ZAILO,ROBERT 344.70 46257 12/13/2023 PRINTED 999999 AMANDA VLIETSTRA 50.00 46258 12/13/2023 PRINTED 999999 GUERRERO ROOFING 670.00 46259 12/13/2023 PRINTED 999999 I PERMIT LLC 48.80 462560 12/20/2023 PRINTED 99181 ACCOUNTEMPS 7,715.25 462561 12/20/2023 PRINTED 207 ADLERHORST INTERNATIONAL LLC 5,700.00 462562 12/20/2023 PRINTED 291 GOLDEN STATE SUPPLY,LLC 117.13 462563 12/20/2023 PRINTED 358 ADVANCED AUTO,SMOG CHECK CENTER 200.00 462564 12/20/2023 PRINTED 1380 ADVANTEC CONSULTING ENGINEERS,INC 14,310.00 462565 12/20/2023 PRINTED 1243 AMERICAN GLOBAL SECURITY, INC 11,759.30 462566 12/20/2023 PRINTED 1729 ANTHESIS SERVICES 7,500.00 462567 12/20/2023 PRINTED 715 BACKFLOW PREVENTION DEVICE INSPECTIONS,INC 215.04 462568 12/20/2023 PRINTED 1734 BATTERY WORX INC 572.00 462569 12/20/2023 PRINTED 119661 BEST BEST&KRIEGER LLP 64,528.08 462570 12/20/2023 PRINTED 1688 JAMES BOWEN 7,532.20 462571 12/20/2023 PRINTED 120021 BRIGHTVIEW 6,593.56 462572 12/20/2023 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 5,759.64 462573 12/20/2023 PRINTED 1600 URIEL VILLEGAS 3,500.00 462574 12/20/2023 PRINTED 3163 CHINO BASIN WATER 122,951.21 462575 12/20/2023 PRINTED 363 CHINO MOWER&ENGINE SERVICE 297.93 462576 12/20/2023 PRINTED 4696 CUCAMONGA VALLEY WATER DISTRIC 212.66 462577 12/20/2023 PRINTED 1153 DENCO LIEN SALES,INC 435.00 462578 12/20/2023 PRINTED 2435 EVERSOFT 2,007.39

Page 13 of 332 ends

462579 12/20/2023 PRINTED 1165 EWING IRRIGATION 1,087.50 462580 12/20/2023 PRINTED 10485 EXPERIAN 77.24 462581 12/20/2023 PRINTED 96251 FORD OF UPLAND 812.52 462582 12/20/2023 PRINTED 78 FRONTIER 701.28 462583 12/20/2023 PRINTED 78 FRONTIER 133.40 462584 12/20/2023 PRINTED 78 FRONTIER 43.04 462585 12/20/2023 PRINTED 58311 G H A TECHNOLOGIES 356.60 462586 12/20/2023 PRINTED 85921 GENERATOR SERVICES CO 1,119.26 462587 12/20/2023 PRINTED 129941 GENTRY GENERAL ENGINEERING INC 902,075.19 462588 12/20/2023 PRINTED 167 GOLDSTAR ASPHALT PRODUCTS 6,524.26 462589 12/20/2023 PRINTED 290 GRAINGER 1,241.49 462590 12/20/2023 PRINTED 306 HACH CO 2,591.39 462591 12/20/2023 PRINTED 1171 CLEMENT,RICHARD N 19,251.20 462592 12/20/2023 PRINTED 1212 HARDY&HARPER, INC 95,275.00 462593 12/20/2023 PRINTED 131101 HARRINGTON INDUSTRIAL PLASTICS 396.68 462594 12/20/2023 PRINTED 158 HD SUPPLY FACILITIES MAINTENANCE LTD 63.38 462595 12/20/2023 PRINTED 3231 HINDERLITER,DE LLAMAS&ASSOCIATES 6,320.18 462596 12/20/2023 PRINTED 329 HOLLIDAY ROCK CO INC 8,571.30 462597 12/20/2023 PRINTED 15090 HOLLIDAY TRUCKING INC 5,163.16 462598 12/20/2023 PRINTED 629 HONEYCOTT,INC 460.00 462599 12/20/2023 PRINTED 1333 HR GREEN PACIFIC 2,679.50 462600 12/20/2023 PRINTED 1723 HUNTINGTON HARDWARE CO.INC 244.10 462601 12/20/2023 PRINTED 1604 IMS INFRASTRUCTURE MANAGEMENT SERVICES,LP 23,886.00 462602 12/20/2023 PRINTED 3430 INLAND EMPIRE STAGES,LTD 1,362.50 462603 12/20/2023 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 91,105.19 462604 12/20/2023 PRINTED 114501 INTERWEST CONSULTING GROUP 21,565.00 462605 12/20/2023 PRINTED 63221 J C I JONES CHEMICALS INC 5,152.86 462606 12/20/2023 PRINTED 15595 L D M ASSOCIATES INC 22,774.25 462607 12/20/2023 PRINTED 1427 MARIPOSA LANDSCAPES INC 18,720.00 462608 12/20/2023 PRINTED 21341 MATT CHLORINC 6,015.84 462609 12/20/2023 PRINTED 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 4,500.00 462610 12/20/2023 PRINTED 18381 MOUNTAIN MOTOR SPORTS 204.44 462611 12/20/2023 PRINTED 473 MUNICIPAL MAINTENANCE EQUIPMENT INC 1,409.63 462612 12/20/2023 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 120.59 462613 12/20/2023 PRINTED 6625 P F SERVICES INC 1,575.23 462614 12/20/2023 PRINTED 1625 PAMLA M JOHNSON 1,843.80 462615 12/20/2023 PRINTED 869 PPS ENTERPRISES,INC 577.81 462616 12/20/2023 PRINTED 1262 RUMBLE FISH PEST CONTROL INC 900.00 462617 12/20/2023 PRINTED 90591 S&J SUPPLY CO INC 1,541.91 462618 12/20/2023 PRINTED 131121 SHRED-IT USA JV LLC 121.33 462619 12/20/2023 PRINTED 99141 SONSRAY MACHINERY LLC 483.19 462620 12/20/2023 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 665.82 462621 12/20/2023 PRINTED 1608 STAFFING NETWORK HOLDINGS,LLC 16,475.50 462622 12/20/2023 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 459.58 462623 12/20/2023 PRINTED 69231 STEP SAVER CA LLC 617.92 462624 12/20/2023 PRINTED 90177 SWRCB 24,509.00 462625 12/20/2023 PRINTED 4463 NANCY K BOHL INC 1,890.00 462626 12/20/2023 PRINTED 11583 THOMPSON PLUMBING SUPPLY 225.35 462627 12/20/2023 PRINTED 910 TITAN ENVIRONMENTAL SOLUTIONS,INC 4,200.00 462628 12/20/2023 PRINTED 62321 U.S.TELEPACIFIC CORP 2,528.42 462629 12/20/2023 PRINTED 3557 UNDERGROUND SERVICE ALERT 946.73 462630 12/20/2023 PRINTED 704 V&V MANUFACTURING,INC 5,024.65 462631 12/20/2023 PRINTED 1595 VALLEY MAINTENANCE CORP 8,015.00 462632 12/20/2023 PRINTED 14735 VERIZON WIRELESS 5,571.57 462633 12/20/2023 PRINTED 14735 VERIZON WIRELESS 5,964.81 462634 12/20/2023 PRINTED 1725 WEST COAST ARBORISTS INC 41,116.00 462635 12/20/2023 PRINTED 1480 NADINA R REARTE 300.00 462636 12/20/2023 PRINTED 999999 ALICIA MACIAS 500.00 PRINTED CHECKS(235 COUNT) $ 2,477,366.78
120523000 12/05/2023 MANUAL 11484 U S BANK 44,335.07

Page 14 of 332 ends

120623000 12/06/2023 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 5,531.16 120723000 12/07/2023 MANUAL 543 SOUTHERN CALIF GAS COMPANY 2,050.57 120723001 12/07/2023 MANUAL 32091 SOUTHERN CALIF EDISON CO 241,709.08 120823000 12/08/2023 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 1,386.23 121223000 12/12/2023 MANUAL 65181 CALPERS 232.87 121223001 12/12/2023 MANUAL 65181 CALPERS 500.00 121223002 12/12/2023 MANUAL 65181 CALPERS 223,236.99 121223003 12/12/2023 MANUAL 83401 CARL WARREN&CO 21,285.12 121223004 12/12/2023 MANUAL 10720 CITIZENS BUSINESS BANK 10,000.00 121323000 12/13/2023 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 30,197.45 121523000 12/15/2023 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 996.50 121523001 12/15/2023 MANUAL 618 ICMA-RC 1,781.25 121523002 12/15/2023 MANUAL 1594 COBRA PROFESSIONALS,INC 1,744.11 121523003 12/15/2023 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 300.00 121523004 12/15/2023 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,574.00 121523005 12/15/2023 MANUAL 621 KAREN LONG 187.50 121523006 12/15/2023 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 1,565.22 121523007 12/15/2023 MANUAL 1597 TRUSTMARK VOLUNTARY BENEFIT ADMINISTRATOR 2,369.42 121523008 12/15/2023 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 960.00 121823000 12/18/2023 MANUAL 624 DEPT OF THE TREASURY 100.00 122023000 12/20/2023 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 65,619.04 122023001 12/20/2023 MANUAL 1589 LIVELY INC 2,765.91 122123000 12/21/2023 MANUAL 10720 CITIZENS BUSINESS BANK 991,345.61 122123001 12/21/2023 MANUAL 754 PUBLIC AGENCY COALITION ENTERPRISE 115,909.77 122123002 12/21/2023 MANUAL 960 MUNICIPAL DENTAL POOL 26,633.83 122123003 12/21/2023 MANUAL 114711 METROPOLITAN LIFE INSURANCE CO 1,801.12 122123004 12/21/2023 MANUAL 91491 LIBRARY SYSTEMS&SERVICES LLC 118,731.00 122123005 12/21/2023 MANUAL 153 INLAND EMPIRE UTILITIES AGENCY 618,913.43 122123006 12/21/2023 MANUAL 760 WATER FACILITIES AUTHORITY 311,945.69 122123007 12/21/2023 MANUAL 32091 SOUTHERN CALIF EDISON CO 143.26 122223000 12/22/2023 MANUAL 83401 CARL WARREN&CO 39,000.00 122723000 12/27/2023 MANUAL 65181 MEMBERS SERVICES DIVISION 216,234.68 122823000 12/28/2023 MANUAL 1594 COBRA PROFESSIONALS,INC 1,701.91 122823001 12/28/2023 MANUAL 621 KAREN LONG 187.50 122823002 12/28/2023 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 1,341.92 122823003 12/28/2023 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 930.00 122823004 12/28/2023 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 300.00 122823005 12/28/2023 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 996.50 122823006 12/28/2023 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,667.00 122823007 12/28/2023 MANUAL 624 DEPT OF THE TREASURY 100.00 122823008 12/28/2023 MANUAL 618 ICMA-RC 21,080.14 122923000 12/29/2023 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 63,308.08 MANUAL CHECKS(43 COUNT) $ 3,200,698.93
PRINTED CHECKS(235 COUNT) $ 2,477,366.78
MANUAL CHECKS(43 COUNT) $ 3,200,698.93
PRINTED&MANUAL CHECK TOTALS $ 5,678,065.71

Page 15 of 332 ends

�� pl"� CITY
UPLAND
„.;
"The City of Gracious Living"
Stafif(krcifil
C�tIFOB�S
DATE: January 22,2024
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: TREASURER'S REPORT DECEMBER 2023
RECOMMENDED ACTION:

It is recommended that the City Council receive and file the December 2023 Treasurer's Report.

GOAL STATEMENT
The proposed action supports the City's goal to manage the City's resources in a fiscally responsible manner.

BACKGROUND
Per California Government Code Section 53646(b),the City's treasurer or chief fiscal officer may render a treasurer's report to the City Council on a quarterly basis. The City has elected to provide this report to City Council monthly, but the City of Upland's Investment Policy(Approved September 25,2023)requires the Investment Officer to provide a report quarterly to the Finance Committee at regularly scheduled meetings. This report shall include the type of investment, issuer, date of maturity,par, and dollar amount invested on all securities, current market value as of the date of the report, investments and monies held by the local agency, and shall additionally include a description of any of the local agency's funds, investments, or programs, that are under the management of contracted parties, including lending programs. The report shall include a statement of compliance with the investment policy and shall include a statement noting the City's ability to meet its expenditure requirements for the next six months.

ISSUES AND ANALYSIS
The submission of the monthly Treasurer's Report is a compliance measure.

FISCAL IMPACTS
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 16 of 332 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority For Period Ended
December 31,2023
Investment Portfolio Cost Par Value Market Value %of Portfolio State Local Agency Investment Fund 6,124,336 6,124,336 6,112,217 4.9% California Asset Management Plan 30,940,951 _ 30,940,951_ 30,940,951 24.6% Negotiable Certificates of Deposit 24,607,517 24,581,000 24,049,279 19.1% Money Market Fund 1,160,163 1,160,163 1,160,163 0.9% Municipal Bonds 1,555,370 1,605,000 1,524,299 1.2% Government Agency Securities 63,180,444 63,220,000 60,417,271 48.0% US Treasury __ _ _ 1,697,325 1,750,000 1,614,818 1.3% Total Investments _J $ 129,266,105 $ 129,381,449 $ 125,818,997 100.0% Weighted Average Da ys to Maturity 506.90
Blended Yield: J 3.08%
Cash Cost Market Value
Bank Accounts and Change Funds 7,158,488 7,158,488 Total Cash J $ 7,158,488 $ 7,158,488
Total Cash and Investments $ 136,424,593 _$ 132,977,485 PARS Investment Portfolio _ Cost Market Value 115 Trust-OPEB Investment 1,502,000 1,872,738 115 Trust-Pension Investment 4,412,148 4,729,333 Total Restricted Funds Held in Trust $ 5,914,148 $ 6,602,071] Benchmarks: I"
LAIF 3.93%
CAMP 5.55%
2yr U.S.Treasury 4.23%
5yr U.S.Treasury 3.84%
Restricted Funds with Fiscal Agent Book Value Market Value Water Revenue Bonds 2022 15,501,303 15,501,303 Water System Lease Revenue Refunding Bonds 2021 25 25 Successor Agency TARBS 2013/2016-Merged Project 10 10 Colonies CFD Area#1 2022 585,593 585,593
Colonies CFD Area#2 2015 1,526,969 1,526,969
Upland 54 CFD 2004 166,188 166,188
Sycamore Hills CFD 2015-1 737,762 737,762
Harvest at Upland CFD 2016-1 Area#1 578,670 578,670 Harvest at Upland CFD 2016-1 Area#2 2,289,337 2,289,337 Enclave at Upland CFD 2022-1 4,039,244 4,039,244 Sycamore Hills CFD 2015-1-2 STB 2022A 765,836 765,836 Total Restricted Funds $ 26,190,936 $ 26,190,936

1. I hereby certify that the investments are in compliance with the investment policy adopted by the City Council in September 2023.

2. The City has the ability to meet its budgeted expenditures for the next six months.

3. The market values for funds held in banking institutions do not change. The amounts listed as market values for these items are the same as their book values.

4. The book value for the State Pool is the withdrawal value provided by the State Treasurer.The market value of funds held by the State Treasurer equates to the City's pro-rata share of the market value of the entire State Pool.

5. Sources for current market valuation are Account Statements and the Wall Street Journal GNMA Mortgage rates on the last trading day of the month.

6. This report meets the re.-'rements of Gov nment Code Section 53646. i//
/ ` ./ u? 3n
Assistant City Manager(Finance Director) Date
--31-n.-- --.' I t l 7/A1
City Treasurer Date PP3 b r tan

Page 1 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority State Local Agency Investment Fund
For Period Ended
December 31, 2023
Account
Fund or Account Balance
City 98-36-942 6,124,336
Market
Value
Totals $ 6,124,336 $ 6,112,217
Yield for Period Ended 12/31/2023 3.93%
Prepared by Darren Chan

Page 2 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority California Asset Management Plan
For Period Ended
December 31,2023
Account
Fund or Account Balance
City of Upland 6113-001 30,940,951
Market
Value
Totals $ 30,940,951 $ 30,940,951
Yield for Period Ended 12/31/2023 5.55%
Prepared by Darren Chan

Page 3 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
December 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Negotiable Certificates of Deposit
Financial Partners CU CD 31762FAB5 248,000 248,000 247,871 4.90% 02/09/2024 Local Government FCU CD 53955LAB3 225,000 225,000 224,874 4.90% 02/12/2024 Luana Savings Bank CD 549104RT6 250,000 250,000 248,440 0.30% 02/14/2024 Bank Hapoalim CD 06251AW48 246,233 235,000 233,649 2.92% 03/25/2024 Celtic Bank CD 15118RUQ8 250,000 250,000 247,413 1.26% 04/02/2024 UBS Bank USA CD 90348JJQ4 260,650 250,000 248,455 2.92% 04/03/2024 American First CU CD 02616ABZ1 248,000 248,000 247,710 5.01% 04/26/2024 Morgan Stanley Private Bank CD 61760AZR3 250,000 250,000 247,898 2.77% 05/02/2024 Evergreen Bank Group CD 300185KL8 250,000 250,000 244,998 0.25% 05/28/2024 Western CD 95763PNQ0 237,000 237,000 237,100 5.35% 06/05/2024 Jovia Financial FCU CD 48115LAE4 242,900 249,000 246,547 2.88% 06/07/2024 CIBC Bank USA CD 12547CBP2 237,000 237,000 237,026 5.25% 06/13/2024 Mountain Pac Bk CD 62424PAC6 237,000 237,000 237,026 5.20% 07/19/2024 Wells Fargo Bk CD 949764D50 237,000 237,000 237,156 5.29% 07/24/2024 Blupeak CU CD 09644EAB8 150,000 150,000 150,389 5.63% 07/25/2024 Bank Hope CD 062683HV2 243,000 243,000 243,036 5.10% 08/12/2024 First Farmers Bank&Trust CD 320165JK0 246,682 235,000 229,729 1.79% 09/04/2024 The Bank of the Valley CD 06543PCN3 250,000 250,000 241,243 0.36% 09/30/2024 Pentagon FCU CD 70962LAJ1 250,000 250,000 242,343 0.52% 09/30/2024 Fifth Third Bank CD 316777YV7 236,000 236,000 236,611 5.49% 10/17/2024 Pacific Western Bank CD 69506YYX1 243,000 243,000 243,097 5.15% 11/12/2024 Magnolia Bank Inc CD 559582AP6 250,000 250,000 239,408 0.37% 11/25/2024 InFirst FCU CD 45673RAA9 236,675 249,000 241,702 1.91% 11/27/2024 State Bank of India CD 856285RS2 252,625 250,000 243,150 2.11% 11/27/2024 Manufacturers Traders Trust Co CD 564759RJ9 244,000 244,000 243,451 4.91% 12/09/2024 Keypoint CU CD 49332PAC4 248,000 248,000 248,598 5.39% 12/27/2024 WebBank Salt CD 947547NT8 248,000 248,000 238,090 1.04% 12/30/2024 Arsenal CU CD 04288LAA6 248,000 248,000 247,906 5.10% 01/25/2025 Spokane Teachers CD 849061AC0 248,000 248,000 249,349 5.62% 01/28/2025 Enerbank USA CD 29278TMR8 250,000 250,000 241,280 1.86% 01/29/2025 Merrick Bank CD 59013KFH4 250,000 250,000 241,098 1.81% 01/31/2025 General Electric CU CD 369674CJ3 250,000 250,000 249,660 5.01% 02/14/2025 Insight CU CD 45791JACO 250,000 250,000 249,970 5.10% 02/27/2025 Poppy Bank CD 73319FAF6 235,893 229,000 218,248 1.15% 03/18/2025 Medallion Bank CD 58404DGK1 250,000 250,000 238,760 1.36% 03/27/2025 Industrial Commercial Bank China CD 45581ECJ8 250,000 250,000 236,133 0.48% 03/31/2025 Partners Bank of California CD 70212YAZ5 250,000 250,000 237,725 1.05% 04/02/2025 1st Security Bank of Washington CD 33625CDR7 250,000 250,000 235,128 0.32% 04/16/2025 Third Federal Savings&Loan CD 88413QDE5 250,000 250,000 235,915 0.85% 05/23/2025 Liberty FED CD 53052LAU3 248,000 248,000 248,379 5.09% 06/09/2025 Southeast Bank CD 84133PFC7 250,000 250,000 234,103 0.48% 06/17/2025 Connexus CU CD 20825WBR0 250,000 250,000 250,655 5.14% 06/23/2025 Tandem Bank CD 87537YAB0 250,000 250,000 234,838 0.59% 06/23/2025 Meritrust FCU MTN CD 59001PARO 225,000 225,000 219,251 3.28% 06/30/2025 New York Community Bank CD 649447UY3 250,000 250,000 234,020 0.53% 07/01/2025 Technology CU CD 87868YAH6 248,000 248,000 247,988 5.10% 07/21/2025 Ideal CU CD 45157PAY6 125,000 125,000 123,209 4.06% 08/29/2025 Live Oak Banking Company CD 538036NV2 250,000 250,000 232,215 0.59% 09/16/2025

Page 4 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
December 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date BMW Bank North America CD 05580AXF6 250,000 250,000 231,965 0.54% 09/25/2025 California CD 130162BB5 250,000 250,000 253,508 5.57% 10/27/2025 JPMorgan Chase Bank CD 48128URC5 250,000 250,000 230,903 0.54% 11/10/2025 Greenstate CU CD 39573LCC0 250,000 250,000 232,250 0.97% 11/24/2025 Chartway FCU CD 16141BAD3 248,000 248,000 249,208 5.03% 12/16/2025 Alabama CU CD 01025RAF6 250,000 250,000 251,260 5.03% 12/22/2025 Ally Bank Utah 02007GH22 250,000 250,000 249,310 4.66% 12/22/2025 First Carolina Bank CD 31944MBJ3 250,000 250,000 229,783 0.54% 12/23/2025 Communitywide FCU CD 20416TAX0 250,000 250,000 249,615 4.71% 01/06/2026 Popular Bank CD 73317ABL5 250,000 250,000 246,753 4.15% 01/08/2026 City National Bank CD 178180GU3 250,000 250,000 247,943 4.39% 01/12/2026 USAlliance FCU CD 90352RCD5 100,000 100,000 93,206 1.45% 01/28/2026 Burke Herbert Finanical Services CD 121331AT9 249,000 249,000 248,783 4.75% 02/13/2026 A+FCU CD 00224TAN6 250,000 250,000 249,545 4.71% 02/17/2026 Freedom Bk of Virginal CD 35633MCT7 250,000 250,000 249,753 4.80% 02/17/2026 Connex CU CD 208212BD1 250,000 250,000 253,125 5.33% 03/18/2026 Union Bank CD 90520VAX1 250,000 250,000 227,885 0.66% 03/19/2026 Vibrant CU CD 92559TAL2 248,000 248,000 250,862 5.29% 03/20/2026 Clearpath FCU CD 18507MAB7 250,000 250,000 250,020 5.10% 04/27/2026 American Equity Bank CD 02568KAJ4 250,000 250,000 226,550 0.77% 05/27/2026 Global FCU CD 37892MAM6 248,000 248,000 248,940 4.98% 06/16/2026 Dort FCU CD 25844MBC1 250,000 250,000 250,643 4.78% 06/22/2026 Solarity CU CD 83418NAG6 248,000 248,000 249,223 5.02% 06/23/2026 Toyota Financial Savings Bank CD 89235MLE9 249,860 248,000 224,750 1.05% 07/29/2026 Gesa CU CD 37424PAH7 250,000 250,000 252,413 5.19% 07/31/2026 Continental Bank CD 211163MG2 250,000 250,000 223,748 0.67% 08/24/2026 FirstBank of Nebraska CD 32116PAR9 248,000 248,000 221,670 0.67% 08/27/2026 NBC Bancorp Inc CD 633398AA0 248,000 248,000 247,916 4.84% 09/14/2026 Red Crown Fed CD 756558AB8 200,000 200,000 202,716 5.32% 10/13/2026 Empower FCU CD 291916AE4 250,000 250,000 253,745 5.36% 10/23/2026 Texas Exchange Bank CD 88241TMG2 249,000 249,000 224,107 1.27% 11/13/2026 Malaga Bank CD 56102ABK1 250,000 250,000 222,835 0.95% 11/19/2026 BankUnited NA CD 066519RW1 249,000 249,000 224,937 1.49% 12/08/2026 Capital One NA CD 14042RQN4 250,000 250,000 225,235 1.38% 12/08/2026 Milestone Bk CD 59934MAK4 244,000 244,000 240,935 4.44% 12/15/2026 1st Source Bank CD 33646CNW0 250,000 250,000 247,953 4.62% 01/19/2027 Baxter CU CD 07181JAY0 250,000 250,000 247,258 4.54% 01/25/2027 Generations Bank C D 37149CAV9 250,000 250,000 236,610 3.26% 05/06/2027 Essential CU CD 29669XAP3 250,000 250,000 249,113 4.70% 06/15/2027 First Technology FCU CD 33715LEB2 249,000 249,000 239,685 3.78% 08/05/2027 Optum Bank Draper CD 68405VAU3 244,000 244,000 243,444 4.69% 09/13/2027 Preferred CU CD 74043RAA2 250,000 250,000 252,030 4.94% 09/15/2027 Iriquois Fed CD 46355PDQ8 249,000 249,000 248,519 4.69% 09/17/2027 True Sky Credit CD 89786MAH7 250,000 250,000 248,020 4.51% 11/30/2027 Rogue CU CD 77535MAG8 250,000 250,000 250,050 5.20% 12/23/2027 Freedom Northwest CD 356436AF2 249,000 249,000 248,970 4.70% 01/19/2028 Amoco FCU CD 31424AAA8 249,000 249,000 248,993 4.75% 02/08/2028 Customers Bank CD 23204HPB8 250,000 250,000 255,980 4.37% 06/14/2028 TTCU Federal CU CD 89854LAD5 250,000 250,000 255,153 4.86% 07/26/2028 Prep�red b arr n

Page 5 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
December 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Tucson FCU CD 898812AC6 250,000 250,000 255,723 4.85% 09/08/2028 American Exp CD 02589AEZ1 250,000 250,000 251,490 4.54% 09/13/2028 Discover Bank CD 254676AR0 250,000 250,000 252,175 4.57% 09/18/2028 Southern First CD 84287PJB9 244,000 244,000 249,246 4.71% 10/17/2028 $ 24,607,517 $ 24,581,000 $ 24,049,279
Money Market Fund
First American Govt OB Fund-Y 31846V203 1,160,163 1,160,163 1,160,163 4.99% Money Market Fund Subtotal 1,160,163 1,160,163 1,160,163 Municipal Bond Fund
Klamath Trinity CA 498422JN5 25,100 25,000 24,458 1.22% 08/01/2024 Klamath Trinity CA 498422JJ4 30,150 30,000 28,971 1.58% 08/01/2025 San Bernardino CA 796720PA2 300,000 300,000 281,805 0.89% 08/01/2025 Riverside Cnty CA 76913CBA6 950,120 1,000,000 960,260 2.97% 02/15/2026 San Bernardino CA 796720PB0 250,000 250,000 228,805 1.20% 08/01/2026 Municipal Bond Fund Subtotal 1,555,370 1,605,000 1,524,299 Government Securities
Federal Home Ln Bks DEB 3130ARFD8 754,654 770,000 765,280 2.57% 03/22/2024 Federal Home Ln Bks DEB 3130AQD34 500,000 500,000 494,740 0.83% 03/28/2024 Federal Home Ln Corp MTN 3134GWJ64 1,500,000 1,500,000 1,467,825 0.41% 06/10/2024 Federal Home Ln Bks DEB 3130AQD42 500,000 500,000 489,830 0.94% 06/28/2024 Federal Home Ln Bks DEB 3130AQD59 1,250,000 1,250,000 1,213,325 1.03% 09/30/2024 Federal Home Ln Corp MTN 3134GWUX2 1,500,000 1,500,000 1,448,955 0.39% 09/30/2024 Federal Farm Credit Bks DEB 3133EMER9 1,500,000 1,500,000 1,432,995 0.49% 01/27/2025 Federal Farm Credit Bks DEB 3130AMZPO 1,500,000 1,500,000 1,438,185 0.68% 02/28/2025 Federal Farm Credit Bks DEB 3133EMTQ5 1,100,000 1,100,000 1,047,134 0.74% 03/17/2025 Federal Farm Credit Bks DEB 3130ALN34 1,100,000 1,100,000 1,052,480 0.73% 03/24/2025 Federal Farm Credit Bks DEB 3133EMBK7 1,500,000 1,500,000 1,420,200 0.48% 04/07/2025 Federal Farm Credit Bks DEB 3133ENHW3 1,250,000 1,250,000 1,187,250 1.23% 06/23/2025 Federal Farm Credit Bks DEB 3130ALPJ7 1,000,000 1,000,000 948,630 0.87% 06/30/2025 Federal Farm Credit Bks DEB 3136G4A45 1,500,000 1,500,000 1,417,290 0.75% 07/22/2025 Federal Home Ln Bks DEB 3130AUS70 1,500,000 1,500,000 1,492,395 5.03% 08/15/2025 Federal Farm Credit Bks DEB 3134GWH82 1,500,000 1,500,000 1,407,195 0.67% 09/08/2025 Federal National Mortgage Assoc 3134GWWT9 1,500,000 1,500,000 1,402,065 0.59% 09/30/2025 Federal Home Ln Corp MTN 3134GWZG4 2,000,000 2,000,000 1,865,100 0.64% 10/20/2025 Tennessee VVIFeyAuthority DEB 880591CJ9 781,658 750,000 782,798 6.48% 11/01/2025 Federal Home Ln Corp MTN 3134GXAP9 1,500,000 1,500,000 1,395,165 0.65% 11/12/2025 Federal Home Ln Corp 3134GXBM5 1,500,000 1,500,000 1,395,165 0.65% 11/12/2025 Federal Home Ln Corp MTN 3130AQ5D1 1,500,000 1,500,000 1,405,590 1.28% 12/22/2025 Federal Home Ln Corp MTN 3130AKLH7 1,500,000 1,500,000 1,402,230 0.54% 12/30/2025 Federal Home Ln MTG 3134GYEK4 1,250,000 1,250,000 1,247,113 5.16% 01/27/2026 g Prem1 ar E720Z4

Page 4 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority US Bank Investments
For Period Ended
December 31,2023
Par Market Stated Maturity
Investment Name CUSIP Cost Value Value Rate Date Federal Home Ln Bks DEB 3130AKQX7 2,000,000 2,000,000 1,856,800 0.76% 01/28/2026 Federal Farm Credit Bks DEB 3130AKWK8 2,000,000 2,000,000 1,845,760 0.55% 02/12/2026 Federal Home Ln Bks DEB 3130AUS54 1,500,000 1,500,000 1,496,115 5.02% 02/17/2026 Federal National Mortgage Assoc MTN 3134GYJC7 1,250,000 1,250,000 1,246,775 5.41% 02/24/2026 Federal Farm Credit Bks DEB 3130AL6A7 1,000,000 1,000,000 928,960 0.65% 02/26/2026 Federal Farm Credit Bks DEB 3130AL6L3 1,000,000 1,000,000 927,140 0.54% 02/26/2026 Federal Farm Credit Bks DEB 3133EPPR0 750,803 750,000 756,923 4.59% 04/10/2026 Federal Farm Credit Bks DEB 3130ALZ80 1,300,000 1,300,000 1,234,818 0.79% 04/29/2026 Federal Farm Credit Bks DEB 3130AMBD3 1,500,000 1,500,000 1,408,830 1.07% 05/12/2026 Federal Farm Credit Bks DEB 3130AMET5 2,000,000 2,000,000 1,889,860 1.06% 05/27/2026 Federal Farm Credit Bks DEB 3130AN3R9 1,500,000 1,500,000 1,383,465 1.23% 07/20/2026 Federal Farm Credit Bks DEB 3133ENAF7 1,235,150 1,250,000 1,142,063 1.10% 10/07/2026 Federal Farm Credit Bks DEB 3130APJ55 1,600,000 1,600,000 1,469,840 1.36% 10/26/2026 Federal Farm Credit Bks DEB 3134GW4C7 1,379,420 1,400,000 1,269,464 0.88% 10/27/2026 Federal Farm Credit Bks DEB 3130APU37 1,500,000 1,500,000 1,376,130 1.42% 11/24/2026 Federal Home Ln Corp MTN 3130APV51 2,000,000 2,000,000 1,893,880 1.06% 11/24/2026 Federal Home Ln Bks DEB 3130ARCL3 1,000,000 1,000,000 948,180 2.64% 03/30/2027 Federal Home Ln Bks DEB 3130ARKL4 591,600 600,000 598,320 3.26% 04/21/2027 Federal Home Ln M C MTN 3134GXSB1 1,000,000 1,000,000 988,520 3.04% 05/17/2027 Federal Home Ln Bks DEB 3130AWBZ2 998,300 1,000,000 1,003,130 4.12% 06/11/2027 Federal Home Ln Bks DEB 3130AUS88 1,500,000 1,500,000 1,484,985 5.06% 02/16/2028 Federal Home Ln Bks DEB 3130AUX33 599,100 600,000 597,000 5.50% 02/22/2028 Federal Home Ln Bks DEB 3130AWTR1 1,991,760 2,000,000 2,036,880 4.31% 09/08/2028 Federal Farm Credit Bks DEB 3133EPN50 998,000 1,000,000 1,014,500 4.20% 12/15/2028 Government Securities Subtotal 63,180,444 63,220,000 60,417,271 US Treasury
US Treasury Note 91282CBC4 1,476,450 1,500,000 1,390,140 0.41% 12/31/2025 US Treasury Note 912828ZE3 220,875 250,000 224,678 0.70% 03/31/2027 US Treasury Subtotal 1,697,325 1,750,000 1,614,818
Total Portfolio $ 92,200,818 $ 92,316,163 $ 88,765,829 Prep�red b arr ` n

Page 7 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
December 31,2023
No.of
days until Days to maturity Total by
December 31,2023 Market Value Availability maturity Weight weighted average maturity Petty Cash 34,100 12/31/2023 0 0.0% - Checking Account 6,793,415 1/1/2024 1 5.1% 0.05 Successor Agency 330,973 1/1/2024 1 0.2% 0.00 Total Bank Accounts 7,158,488 7,158,488
State Local Agency Investment Fund 6,112,217 1/1/2024 1 4.6% 0.05 6,112,217 California Asset Management Plan 30,940,951 12/31/2023 0 23.3% - 30,940,951 First American Govt OB Fund-Y 1,160,163 1/1/2024 1 0.9% 0.01 Money Market Accounts 1,160,163 1,160,163
45,371,819 1-30 days
Financial Partners CU CD 247,871 2/9/2024 40 0.2% 0.07 Local Government FCU CD 224,874 2/12/2024 43 0.2% 0.07 Luana Savings Bank CD 248,440 2/14/2024 45 0.2% 0.08 Negotiable Certificates of Deposit 721,185 721,185 721,185 31-60 days
Federal Home Ln Bks DEB 765,280 3/22/2024 82 0.6% 0.47 Federal Home Ln Bks DEB 494,740 3/28/2024 88 0.4% 0.33 Government Securities 1,260,020 1,260,020
Bank Hapoalim CD 233,649 3/25/2024 85 0.2% 0.15 Celtic Bank CD 247,413 4/2/2024 93 0.2% 0.17 UBS Bank USA CD 248,455 4/3/2024 94 0.2% 0.18 American First CU CD 247,710 4/26/2024 117 0.2% 0.22 Negotiable Certificates of Deposit 977,226 977,226 2,237,246 61-120 days
Federal Home Ln Corp MTN 1,467,825 6/10/2024 162 1.1% 1.79 Federal Home Ln Bks DEB 489,830 6/28/2024 180 0.4% 0.66 Government Securities 1,957,655 1,957,655 Morgan Stanley Private Bank CD 247,898 5/2/2024 123 0.2% 0.23 Evergreen Bank Group CD 244,998 5/28/2024 149 0.2% 0.27 Western CD 237,100 6/5/2024 157 0.2% 0.28 Jovia Financial FCU CD 246,547 6/7/2024 159 0.2% 0.29 CIBC Bank USA CD 237,026 6/13/2024 165 0.2% 0.29 Negotiable Certificates of Deposit 1,213,568 1,213,568 3,171,223 121-180 days
Federal Home Ln Bks DEB 1,213,325 9/30/2024 274 0.9% 2.50 Federal Home Ln Corp MTN 1,448,955 9/30/2024 274 1.1% 2.99 Government Securities 2,662,280 2,662,280 Mountain Pac Bk CD 237,026 7/19/2024 201 0.2% 0.36 Wells Fargo Bk CD 237,156 7/24/2024 206 0.2% 0.37 Blupeak CU CD 150,389 7/25/2024 207 0.1% 0.23 Bank Hope CD 243,036 8/12/2024 225 0.2% 0.41 First Farmers Bank&Trust CD 229,729 9/4/2024 248 0.2% 0.43 The Bank of the Valley CD 241,243 9/30/2024 274 0.2% 0.50 Pentagon FCU CD 242,343 9/30/2024 274 0.2% 0.50 Fifth Third Bank CD 236,611 10/17/2024 291 0.2% 0.52 Pacific Western Bank CD 243,097 11/12/2024 317 0.2% 0.58 Magnolia Bank Inc CD 239,408 11/25/2024 330 .: 0.2% 0.59 InFirst FCU CD 241,702 11/27/2024 332 0.2% 0.60 State Bank of India CD 243,150 11/27/2024 332 0.2% 0.61 Manufacturers Traders Trust Co CD 243,451 12/9/2024 344 0.2% 0.63 Keypoint CU CD 248,598 12/27/2024 362 0.2% 0.68 WebBank Salt CD 238,090 12/30/2024 365 0.2% 0.65 Negotiable Certificates of Deposit 3,515,028 3,515,028

Page 8 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
December 31,2023
No.of
days until Days to maturity Total by
December 31,2023 Market Value Availability maturity Weight weighted average maturity Klamath Trinity CA 24,458 8/1/2024 214 0.0% 0.04 Municipal Bonds 24,458 24,458
6,201,766 181-1 year
Federal Farm Credit Bks DEB 1,432,995 1/27/2025 393 1.1% 4.24 Federal Farm Credit Bks DEB 1,438,185 2/28/2025 425 1.1% 4.60 Federal Farm Credit Bks DEB 1,047,134 3/17/2025 442 0.8% 3.48 Federal Farm Credit Bks DEB 1,052,480 3/24/2025 449 0.8% 3.55 Federal Farm Credit Bks DEB 1,420,200 4/7/2025 463 1.1% 4.94 Federal Farm Credit Bks DEB 1,187,250 6/23/2025 540 0.9% 4.82 Federal Farm Credit Bks DEB 948,630 6/30/2025 547 0.7% 3.90 Federal Farm Credit Bks DEB 1,417,290 7/22/2025 569 1.1% 6.06 Federal Home Ln Bks DEB 1,492,395 8/15/2025 593 1.1% 6.66 Federal Farm Credit Bks DEB 1,407,195 9/8/2025 617 1.1% 6.53 Federal National Mortgage Assoc 1,402,065 9/30/2025 639 1.1% 6.74 Federal Home Ln Corp MTN 1,865,100 10/20/2025 659 1.4% 9.24 Tennessee Valley Authority DEB 782,798 11/1/2025 671 0.6% 3.95 Federal Home Ln Corp MTN 1,395,165 11/12/2025 682 1.0% 7.16 Federal Home Ln Corp 1,395,165 11/12/2025 682 1.0% 7.16 Federal Home Ln Corp MTN 1,405,590 12/22/2025 722 1.1% 7.63 Federal Home Ln Corp MTN 1,402,230 12/30/2025 730 1.1% 7.70 Government Securities 22,491,867 22,491,867 Arsenal CU CD 247,906 1/25/2025 391 0.2% 0.73 Spokane Teachers CD 249,349 1/28/2025 394 0.2% 0.74 Enerbank USA CD 241,280 1/29/2025 395 0.2% 0.72 Merrick Bank CD 241,098 1/31/2025 397 0.2% 0.72 General Electric CU CD 249,660 2/14/2025 411 0.2% 0.77 Insight CU CD 249,970 2/27/2025 424 0.2% 0.80 Poppy Bank CD 218,248 3/18/2025 443 0.2% 0.73 Medallion Bank CD 238,760 3/27/2025 452 0.2% 0.81 Industrial Commercial Bank China CD 236,133 3/31/2025 456 0.2% 0.81 Partners Bank of California CD 237,725 4/2/2025 458 0.2% 0.82 1st Security Bank of Washington CD 235,128 4/16/2025 472 0.2% 0.83 Third Federal Savings&Loan CD 235,915 5/23/2025 509 0.2% 0.90 Liberty FED CD 248,379 6/9/2025 526 0.2% 0.98 Southeast Bank CD 234,103 6/17/2025 534 0.2% 0.94 Connexus CU CD 250,655 6/23/2025 540 0.2% 1.02 Tandem Bank CD 234,838 6/23/2025 540 0.2% 0.95 Meritrust FCU MTN CD 219,251 6/30/2025 547 0.2% 0.90 New York Community Bank CD 234,020 7/1/2025 548 0.2% 0.96 Technology CU CD 247,988 7/21/2025 568 0.2% 1.06 Ideal CU CD 123,209 8/29/2025 607 0.1% 0.56 Live Oak Banking Company CD 232,215 9/16/2025 625 0.2% 1.09 BMW Bank North America CD 231,965 9/25/2025 634 0.2% 1.11 California CD 253,508 10/27/2025 666 0.2% 1.27 JPMorgan Chase Bank CD 230,903 11/10/2025 680 0.2% 1.18 Greenstate CU CD 232,250 11/24/2025 694 0.2% 1.21 Chartway FCU CD 249,208 12/16/2025 716 0.2% 1.34 Alabama CU CD 251,260 12/22/2025 722 0.2% 1.36 Ally Bank Utah 249,310 12/22/2025 722 0.2% 1.35 First Carolina Bank CD 229,783 12/23/2025 723 0.2% 1.25 Negotiable Certificates of Deposit 6,834,013 6,834,013 Klamath Trinity CA 28,971 8/1/2025 579 0.0% 0.13 San Bernardino CA 281,805 8/1/2025 579 0.2% 1.23 Municipal Bonds 310,776 310,776
( 29,636,655 1-2 years
Federal Home Ln MTG 1,247,113 1/27/2026 758 0.9% 7.11 Federal Home Ln Bks DEB 1,856,800 1/28/2026 759 1.4% 10.60 Federal Farm Credit Bks DEB 1,845,760 2/12/2026 774 1.4% 10.74 Federal Home Ln Bks DEB 1,496,115 2/17/2026 779 1.1% 8.76 Federal National Mortgage Assoc MTN 1,246,775 2/24/2026 786 0.9% 7.37 Federal Farm Credit Bks DEB 928,960 2/26/2026 788 0.7% 5.50

Page 9 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Investment Portfolio
For Period Ended
December 31,2023
No.of
days until Days to maturity Total by
December 31,2023 Market Value Availability maturity Weight weighted average maturity Federal Farm Credit Bks DEB 927,140 2/26/2026 788 0.7% 5.49 Federal Farm Credit Bks DEB 756,923 4/10/2026 831 0.6% 4.73 Federal Farm Credit Bks DEB 1,234,818 4/29/2026 850 0.9% 7.89 Federal Farm Credit Bks DEB 1,408,830 5/12/2026 863 1.1% 9.14 Federal Farm Credit Bks DEB 1,889,860 5/27/2026 878 1.4% 12.48 Federal Farm Credit Bks DEB 1,383,465 7/20/2026 932 1.0% 9.70 Federal Farm Credit Bks DEB 1,142,063 10/7/2026 1011 0.9% 8.68 Federal Farm Credit Bks DEB 1,469,840 10/26/2026 1030 1.1% 11.38 Federal Farm Credit Bks DEB 1,269,464 10/27/2026 1031 1.0% 9.84 Federal Farm Credit Bks DEB 1,376,130 11/24/2026 1059 1.0% 10.96 Federal Home Ln Corp MTN 1,893,880 11/24/2026 1059 1.4% 15.08 Government Securities 23,373,935 23,373,935 Communitywide FCU CD 249,615 1/6/2026 737 0.2% 1.38 Popular Bank CD 246,753 1/8/2026 739 0.2% 1.37 City National Bank CD 247,943 1/12/2026 743 0.2% 1.39 USAlliance FCU CD 93,206 1/28/2026 759 0.1% 0.53 Burke Herbert Finanical Services CD 248,783 2/13/2026 775 0.2% 1.45 A+FCU CD 249,545 2/17/2026 779 0.2% 1.46 Freedom Bk of Virginai CD 249,753 2/17/2026 779 0.2% 1.46 Connex CU CD 253,125 3/18/2026 808 0.2% 1.54 Union Bank CD 227,885 3/19/2026 809 0.2% 1.39 Vibrant CU CD 250,862 3/20/2026 810 0.2% 1.53 Clearpath FCU CD 250,020 4/27/2026 848 0.2% 1.59 American Equity Bank CD 226,550 5/27/2026 878 0.2% 1.50 Global FCU CD 248,940 6/16/2026 898 0.2% 1.68 Dort FCU CD 250,643 6/22/2026 904 0.2% 1.70 Solarity CU CD 249,223 6/23/2026 905 0.2% 1.70 Toyota Financial Savings Bank CD 224,750 7/29/2026 941 0.2% 1.59 Gesa CU CD 252,413 7/31/2026 943 0.2% 1.79 Continental Bank CD 223,748 8/24/2026 967 0.2% 1.63 FirstBank of Nebraska CD 221,670 8/27/2026 970 0.2% 1.62 NBC Bancorp Inc CD 247,916 9/14/2026 988 0.2% 1.84 Red Crown Fed CD 202,716 10/13/2026 1017 0.2% 1.55 Empower FCU CD 253,745 10/23/2026 1027 0.2% 1.96 Texas Exchange Bank CD 224,107 11/13/2026 1048 0.2% 1.77 Malaga Bank CD 222,835 11/19/2026 1054 0.2% 1.77 BankUnited NA CD 224,937 12/8/2026 1073 0.2% 1.82 Capital One NA CD 225,235 12/8/2026 1073 0.2% 1.82 Milestone Bk CD 240,935 12/15/2026 1080 0.2% 1.96 Negotiable Certificates of Deposit 6,307,850 6,307,850 US Treasury Note 1,390,140 12/31/2025 731 1.0% 7.64 US Treasury 1,390,140 1,390,140
Riverside Cnty CA 960,260 2/15/2026 777 0.7% 5.61 San Bernardino CA 228,805 8/1/2026 944 0.2% 1.62 Municipal Bonds 1,189,065 1,189,065
32,260,989 2-3 years
Federal Home Ln Bks DEB 948,180 3/30/2027 1185 0.7% 8.45 Federal Home Ln Bks DEB 598,320 4/21/2027 1207 0.4% 5.43 Federal Home Ln M C MTN 988,520 5/17/2027 1233 0.7% 9.17 Federal Home Ln Bks DEB 1,003,130 6/11/2027 1258 0.8% 9.49 Government Securities 3,538,150 3,538,150 1st Source Bank CD 247,953 1/19/2027 1115 0.2% 2.08 Baxter CU CD 247,258 1/25/2027 1121 0.2% 2.08 Generations Bank C D 236,610 5/6/2027 1222 0.2% 2.17 Essential CU CD 249,113 6/15/2027 1262 0.2% 2.36 First Technology FCU CD 239,685 8/5/2027 1313 0.2% 2.37 Optum Bank Draper CD 243,444 9/13/2027 1352 0.2% 2.48 Preferred CU CD 252,030 9/15/2027 1354 0.2% 2.57 Iriquois Fed CD 248,519 9/17/2027 1356 0.2% 2.53

Page 10 of 16 ends

Page 11 of 16 ends

TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority CA Government Code Section 53607
For Period Ended
December 31,2023
Issue Par Market Maturity
Investment Name CUSIP ID Date Cost Value Value Date Sales&Maturities
Raymond James CD 75472RAT8 12/30/2019 250,000.00 250,000.00 249,312.50 12/29/2023 Bank of Princeton CD 064520BB4 6/30/2020 250,000.00 250,000.00 249,027.50 12/29/2023 Federal Home Ln Bks DEB 3130AQD26 12/29/2021 500,000.00 500,000.00 498,220.00 12/29/2023 Sales&Maturities Subtotal 1,000,000.00 1,000,000.00 996,560.00 Purchases
Federal Farm Credit Bks DEB 3133EPN50 12/15/2023 998,000.00 1,000,000.00 1,014,500.00 12/15/2028 Milestone Bk CD 59934MAK4 12/15/2023 244,000.00 244,000.00 240,935.36 12/15/2026 Keypoint CU CD 49332PAC4 12/29/2023 248,000.00 248,000.00 248,597.68 12/27/2024 Purchases Subtotal 1,490,000.00 1,492,000.00 1,504,033.04 Prepared by Darren Chan

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TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Maturities in Thousands of Dollars
For Period Ended
December 31, 2023
61 days 121 days 1 year 2 years 3 years
1 day to 30 31 day to to 120 to 180 181 days to to 2 to 3 1 to 4 4 years to 5 Investment Portfolio days 60 days days days 1 year years years years years State Local Agency Investment Fund 6,112 - - - - - - - - California Asset Management Plan 30,941 - - - - - - - - Bank Accounts and Change Funds 7,158 - - - - - - - - Negotiable Certificates of Deposit - 721 977 1,214, 3,515 6,834 6,308 2,463 2,018 Government Securities - - 1,260 1,958 2,662 22,492 23,374 3,538 5,133 Money Market Fund 1,160 - - - - - - - - Municipal Bonds - - - - 24 311 1,189 - - US Treasury - - - - - - 1,390 225 - Total Cash and Investments 45,372 721 2,237 3,171 6,202 29,637 32,261 6,226 7,151 Percentage 34.1% 0.5% 1.7% 2.4% 4.7% 22.3% 24.3% 4.7% 5.4%

INVESTMENTS BY MATURITY
1 day to 30
days 34.1%
4 years to 5
years 5.4%
3 years to 4 years -` 31 day to 60 days

4.7% 0.5%
61 days to 120
days 1.7%
121 days to 180
2yearsto3 days 2.4%
years 24.3%
181 days to 1 year

4.7%
1 year to 2
years 22.3%
Prepared 2191i

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TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority Bank Accounts and Change Funds
For Period Ended
December 31, 2023
Account Insured Collateralized Total
Name Institution Deposits Deposits Deposits
Petty Cash
City of Upland City of Upland $ - $ 34,100 $ 34,100 City of Upland
Payroll Zero Balance Account Chase - - - City of Upland
Checking Account Chase 250,000 6,543,415 6,793,415 City of Upland
Successor Agency Chase 250,000 80,973 330,973 Totals $ 500,000 $ 6,658,488 $ 7,158,488
Prepared by Darren Chan

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TREASURER'S REPORT
City of Upland - Successor Agency - Public Financing Authority State Local Agency Investment Fund
For 12 Month Period Ended
December 31, 2023
Month Yield
January-2023 2.43%
February-2023 2.62%
March-2023 2.83%
April-2023 2.87%
May-2023 2.99%
June-2023 3.17%
July-2023 3.31%
August-2023 3.43%
Septem ber-2023 3.53%
October-2023 3.67%
November-2023 3.84%
Decem ber-2023 3.93%
Average Yield On Investment Portfolio

4.50%

4.00%

3.50%

3.00%

2.50%

2.00%

1.50%

1.00%

0.50%

0.00%
eeeeeeeeeeee
ti ti ti ti ti ti ti ti ti ti ti ti ,a�JatJ e��atJ �a`r aJ oe J�J Ps) e�'Sec Oe�0 e��e'Ye` e� Prepared by Darren Chan

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TREASURER'S REPORT
City of Upland-Successor Agency- Public Financing Authority Investment Summary
December 31,2023
January-2023 February-2023 March-2023 April-2023 May-2023 June-2023 July-2023 August-2023 September-2023 October-2023 November-2023 December-2023 Investment Portfolio
State Local Agency Investment Fund(LAIF) 8,402,001 8,385,352 8,426,781 3,521,938 3,519,024 4,983,829 5,023,403 5,063,212 3,065,740 1,115,944 1,118,938 6,112,217 California Asset Management Plan(CAMP) 14,168,668 14,223,169 14,274,817 14,332,982 22,397,065 25,098,674 30,230,929 30,372,628 30,511,128 30,655,126 30,795,733 30,940,951 Negotiable Certificates of Deposit 16,006,013 17,417,124 17,446,118 17,976,077 17,397,614 19,841,577 22,273,062 22,275,160 23,734,007 24,947,630 25,067,720 24,049,279 Money Market Fund 9,355,964 343,230 1,232,406 1,800,250 6,476,120 3,094,006 544,366 3,331,015 1,416,006 373,395 1,534,652 1,160,163 Municipal Bonds 1,543,300 1,522,772 1,545,086 1,548,798 1,538,807 1,532,380 1,535,585 1,497,757 1,494,993 1,497,169 1,510,198 1,524,299 Government Agency Securities 50,648,999 57,507,328 58,555,738 58,523,682 58,156,119 58,931,606 59,305,626 57,908,782 58,260,760 58,443,604 58,080,656 60,417,271 Corporate Bonds - - _ - - - - - - -
US Treasury 1,356670 1,338,225 1,367,220 1,372,680 2350,895 2,561.858 2,569,213 1.577,943 1,573,238 1,576,070 1,595,435 1,614,818 Total Investments $ 101,483,615 $ 100,737,201 $ 102,848,167 $ 99,076,407 $ 111 835,644 $ 116,043.930 $ 121,482..183 $ 122,026,498 $ 120,055,871 $ 118,608,939 $ 119,703,332 $ 125,818,997 Weighted Average Days to Maturity 610.90 693.49 668.55 631.55 526.34 508.51 532.00 529.41 563.07 559.72 559.72 506.90 Blended Yield: 1.95% 2.13% 2.19% 2.21% 2.52% 2.42% 2.58% 2.93% 3.01% 3.02% 3.02% 3.08% Cash
Bank Accounts and Change of Funds 9,339,706 8,531258 6,695,608 13,639,754 15,519,957 19,573,164 7,875,465 3,307,087 4,661,508 4.719,830 7.043,740 7,158,488 Total Cash $ 9,339,706 $ 6,531,258 $ 6,695,608 $ 13,639,754 $ 15,519,957 $ 19,573,164 $ 7,875,465 $ 3,307,087 $ 4,661,508 $ 4,719,830 $ 7,043,740 $ 7,158,488 Total Cash and Investments $ 110,823,321 $ 113,456,005 $ 109,543,775 $ 112,716,161 $ 127,355,601 $ 135,617,094 $ 129,607,649 $ 125,333,584 $ 124,717,379 $ 123,328,768 $ 126,747,072 $ 132,977,485 PARS Investment Portfolio
115 Trust-OPEB Investment 1,739,067 1,694,867 1,724,852 1,737,104 1,720,017 1,780,155 1,818,663 1,783,295 1,717,318 1,722,469 1,722,469 1,872,738 115 Trust-Pension Investment 2,686.340 2.620,466 2,673,710 2,690,221 2,663,234 3,876,869 4,566,903 4,508,472 4,370,416 4,432,144 4,432.144 4,729,333 Total Restricted Funds Held in Trust $ 4,426.307 $ 4,315,333 $ 4,398,562 $ 4,427,325 $ 4,383,251 $ 5,657,024 $ 6,385,657 $ 6,292,767 $ 6,087,734 $ 6,154.613 $ 6,154,613 $ 6,602,071 Benchmarks:

LAIF 2.43% 2.62% 2.83% 2.87% 2.99% 3.17% 3.31% 3.43% 3.53% 3.67% 3.67% 3.93% CAMP 4.56% 4.73% 4.92% 5.01% 5.20% 5.27% 5.43% 5.54% 5.55% 5.56% 5.55% 5.55% 2yr U.S.Treasury 4.21% 4.81% 4.06% 4.04% 4.40% 4.87% 4.88% 4.85% 5.03% 4.95% 4.73% 4.23% 5yr U.S.Treasury 3.63% 4.18% 3.60% 3.51% 3.74% 4.13% 4.18% 4.23% 4.60% 4.67% 4.31% 3.84% Restricted Funds with Fiscal Agent
Wtr Sys Lease Rev Ref Bonds 2011
Wtr Revenue Bonds 2022 1,550,053 15,500,593 15,643,806 15,500,784 15,500,848 15,500,914 15,500,977 15,501,043 16,509,197 15,501,173 15,501,239 15,501,303 Wtr Sys Lease Rev Ref Bonds 2021 0 0 48,960 0 0 0 0 0 73,960 25 25 25 Successor Agency TAN 2013/TAN 2018-Ms 2,256,118 2,543,569 2,256,134 2,256,143 2,256,143 2,256,162 2,256,172 2,892,444 10 10 10 10 Colonies CFD Area#1 2012 - - - _ _ _ _ _ _ _ - Colonies CFD Area#1 2022 294,390 294,391 908,787 908,791 1,640,511 1,640,517 1,640,523 1,640,530 585,586 585,588 585,591 585,593 Colonies CFD Area#2 2015 1,547,817 2,245,450 2,006,596 2,006,605 2,615,766 2,615,778 2,615,787 2,615,798 1,526,950 1,526,956 1,526,958 1,526,969 Upland 54CFD 2004 174,036 227,645 197,826 197,827 261,002 261,003 261,004 261,005 166,186 166,187 166,188 166,188 Sycamore Hills CFD 2015-1 1,036,449 1,036,457 852,152 852,155 1,076,844 1,076,848 1,076,852 1,102,057 737,752 737,756 737,759 737,762 Harvest at Upland CFD 2016-1 Area#1 562,988 886,081 711,689 714,159 890,929 893,973 897,321 904,297 571,804 574,056 576,398 578,670 Harvest at Upland CFD 2016-1 Area#2 2,294,132 2,577,402 2,426,596 2,426,606 2,695,079 2,695,089 2,695,100 2,695,112 2,289,308 2,289,318 2,289,328 2,289,337 4,010,977 3,998,701 4,013,696 4,029,216 3,992,422 4,007,837 4,023,801 4,039,244 Sycamore Hills CFD 2015-1-2 5,256,348 5,256,368 5,312,540 4,262,553 4,544,921 4,544,939 1,104,332 1,124,072 765,827 765,830 765,833 765,836 Total Restricted Funds $ 14,972,329 $ 30,667,956 $ 30,365,086 $ 29,125,623 $ 35,493,019 $ 35,483,921 $ 32,061,765 $ 32,765,574 $ 27,219,003 $ 26,154,735 $ 26,173,129 $ 26,190,936

Page 32 of 332 ends

Prepared by Darren Chan

Page 16 of 16 ends

1/16/2024

..t �pl"� CITY FU P LA N D
"The City of Gracious Living"
Stafif(krctill
C�tIFOB�S
DATE: January 22,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER
SUBJECT: CONSIDER APPROVAL OF SECOND AMENDMENT TO LEASE AGREEMENT WITH YMCA
RECOMMENDED ACTION:

It is recommended that the City Council approve the Second Amendment to the Lease Agreement Between the City of Upland and the West End YMCA;and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of promoting a healthy livable community and providing opportunities for quality recreational programs in the community.

BACKGROUND
On May 26, 1998, the City Council approved a land lease agreement with HBP Realty, LLC, whereby HBP Realty constructed a 45,000 square foot roller hockey rink. In October 2006, the City Council approved an assignment, assumption and consent agreement with HBP Realty and the YMCA that assigned the rights and obligations under the land lease agreement to the YMCA. In November of 2008,an amendment allowed the fair market rent to be satisfied through an annual community program, scholarships issued to persons and families of low or moderate income who reside in Upland,as defined under California law,in an amount equal or greater to the value of the annual rent payment as calculated and identified in the Amendment(currently$70,397 per year). The term of the lease was extended to May 16,2070,with the ability for two(2)5-year extensions. This amendment also requires the YMCA to provide the City with periodic reports on the scholarships awarded.

On August 8,2016,the City Council approved a separate Lease Agreement for use of land needed to construct and operate an Aquatic Center and additional fitness/sports court areas. The agreement accounted for monthly payments of$1,610($19,320 annually)from the YMCA. This payment was to be deposited into the General Fund. The annual payment had an escalator increase of 10% every five years for the duration of the 55-year lease (currently$1,771 a month for an annual payment of$21,252). There were two(2)5-year extensions available to the tenant.

On November 12,2018,the City Council approved the First Amendment to the Lease Agreement Between the City of Upland and the West End YMCA(YMCA),allowing the agreement's rent to be satisfied through offering in-kind services including discounted program rates for Upland residents,meeting room space, transportation to the YMCA for seniors,and classroom space for the City's Tiny Tots program.

ISSUES AND ANALYSIS
Since the First Amendment was signed, the YMCA is no longer or not able to provide two of the in-kind services called out in the First Amendment—senior transportation,and classroom space for Upland's playschool"Tiny Tots" program. In 2019,due to liability concerns and the cost of insurance,the YMCA ceased providing any transportation services. Shortly after the First Amendment was signed,it came to the YMCA's attention that an organization running a licensed California preschool cannot also provide for an unlicensed program offering recreational services,which is the category Upland's Tiny Tots program fell under. As such, in 2022 when the city needed to cancel the program due to a dilapidated facility, the YMCA was not legally able to provide the city with classroom space to allow the program to continue.

At this time, staff is recommending that the City Council approve a Second Amendment to the Lease Agreement Between the City of Upland and the West End YMCA. The Second Amendment would simply remove the two services identified in the First Amendment that are no longer being provided.

Page 33 of 332 ends

Despite the removal of two services,the YMCA is still providing in-kind services far exceeding the rent identified in the agreement,primarily through their Open Doors Initiative. This program provides reduced or free services to low- and moderate-income families. An application is attached to this staff report. YMCA's end-of-year report for 2013 is also attached to this staff report. It details that YMCA distributed almost$140,000 in 2013,the majority of which was to Upland residents. In addition, 665 Upland Unified School District Pt graders were put through the YMCA's Safety Around Water course. The YMCA's meeting room was also provided to Upland-based groups. These in-kind services clearly exceed the rent payment identified in the original Lease Agreement for the aquatics center and fitness/sports court areas.

Going forward,the YMCA will be providing annual figures specifically for Upland residents. In addition,the YMCA and city will be promoting the YMCA's Open Doors Initiative further, with information provided on the YMCA's website at www.weymca.org/opendoors,an article in the Spring 2023 Upland Today magazine,information provided on the city's website, and a QR code linking to Open Doors Initiative information provided in future Upland Today magazines.

ENVIRONMENTAL DETERMINATION
The approval of the terms of a lease agreement 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
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

Page 34 of 332 ends

SECOND AMENDMENT TO THE LEASE AGREEMENT

BETWEEN THE CITY OF UPLAND AND THE WEST END YMCA
This Second Amendment ("Second Amendment") is made on January 22, 2024 to the agreement entitled, "Lease Agreement Between City of Upland and the West End YMCA,"with reference to the lease of land owned by the City of Upland, a general law city and municipal corporation (hereinafter "Lessor") to the West End Y.M.C.A., a California non-profit public benefit corporation acting through the Scheu Family YMCA of Upland (hereinafter"Tenant").

RECITALS
WHEREAS, the Parties entered into the Lease Agreement on August 8,2016;and WHEREAS, the Lease Agreement requires Tenant to pay rent to the Lessor for the lease of the property used for its aquatic center; and
WHEREAS, Lessor has requested that Tenant provide in-kind services for the benefit of Upland residents in lieu of rent; and
WHEREAS, the value of in-kind services shall be equal to or greater than the value of the rent schedule contained in the Lease Agreement; and
WHEREAS, the first amendment to the Lease Agreement approved on November 12, 2018 ("First Amendment")identified in-kind services which the Tenant agreed to provide;and WHEREAS, both the Lessor and Tenant now wish to modify the in-kind services identified in the Lease Agreement.

NOW,THEREFORE, in consideration of the Agreement and the mutual desire to provide services to Upland residents, the Parties hereby agree to amend the Lease Agreement by detailing t h e provisions added to Article 4 pursuant to the First Amendment and by substituting therefor the following.

1. In lieu of the foregoing rent, the Lessor shall provide agreed upon in-kind services as follows:

The YMCA shall be responsible for setting fees and charges for participation in its various programs conducted on the premises; provided, however, that membership in the YMCA shall not be required for Upland residents to participate in programs conducted on the premises. A non-member fee may be established for any program conducted on the premises, which shall be based on the "break-even" cost of operation for the program. The "break-even cost of operation" shall include but not be limited to all direct or indirect costs such as overhead and amortization of capital improvements.

It is the City of Upland and YMCA's goal to permit participation in the programs offered at the facility by all socio-economic groups. Financial assistance will be provided to any Upland resident through the YMCA's Open Doors program (YMCA's program that provides financial assistance to youth, adults, and families based on individual financial need and circumstances). Open Doors will be marketed by both entities on their respective websites, through social media channels, and through the regularly published Upland Today City News Magazine and Recreation Guide. Page 35 of 332

To further assist the City of Upland, the YMCA facility meeting room will be made available, free of charge, subject to availability and with prior reservation, for any YMCA-approved City or community group.

2. Except as provided above, the Lease Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties through their respective undersigned officers, have duly executed this Amendment as of the day and year first written above.

WEST END YMCA CITY OF UPLAND
Signature Signature
Farzad Yektafar Michael Blay
President and CEO City Manager

Page 36 of 332 ends

FIRST AMENDMENT TO THE LEASE AGREEMENT

BETWEEN THE CITY OF UPLAND AND THE WEST END YMCA
This Amendment ("Amendment") is made on November 12, 2018 to the agreement entitled, "Lease Agreement Between City of Upland and the West End YMCA,"and refers to the lease of land owned by the City of Upland, a general law city and municipal corporation (hereinafter"Lessor") and the West End Y.M.C.A., a California non-profit public benefit corporation acting through the Scheu Family YMCA of Upland (hereinafter"Tenant").

RECITALS
WHEREAS,the Parties entered into the Lease Agreement on August 8, 2016; WHEREAS,the agreement requires Tenant to pay rent to the Lessor for the lease of the property used for its aquatic center;
WHEREAS, Lessor has requested to provide in-kind services for the benefit of Upland residents in lieu of rent;
WHEREAS, the value of in-kind services shall be equal to or greater than the value of the rent schedule contained in the Lease Agreement.

NOW, THEREFORE, in consideration of the Agreement and the mutual desire to provide greater services to Upland residents,the Parties hereby agree to amend the Lease Agreement to the end of Article 4 as follows:

1. In lieu of rent, the Lessor provide agreed upon in-kind services as follows:

The YMCA shall be responsible for setting fees and charges for participation in its various programs conducted on the premises; provided, however, that membership in the YMCA shall not be required for Upland residents to participate in programs conducted on the premises. A non-member fee may be established for any program conducted on the premises, which shall be based on the "break-even" cost of operation for the program. The ''break-even cost of operation" shall include but not be limited to all direct or indirect costs such as overhead and amortization of capital improvements.

It is the City of Upland and YMCA's goal to permit participation in the programs offered at the facility by all socio-economic groups. All Upland residents will be eligible to participate in YMCA programs regardless of ability to pay.

In addition, all senior organizations in Upland will be eligible for free transportation to and from the YMCA, provided by the YMCA. To further assist the City of Upland, the YMCA facility meeting room(s) will be made available, free of charge, subject to availability and with prior reservation for any City or community group.

Page 37 of 332 ends

Finally, the YMCA will provide one classroom space for the city's"playschool program," currently named Tiny Tots. The use of classroom space will be re-evaluated in three years.

2. Except as provided above, the Lease Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties through their respective undersigned officers, have duly executed this Amendment as of the day and year first written above.

WEST END YMCA CITY OF UPLAND
J err
Signature ,ignat re
VM‘r\D-Z:7--
Name Name Orut
k cep
Title Title

Page 38 of 332 ends

LEASE AGREEMENT

BETWEEN

CITY OF UPLAND
AND

THE WEST END YMCA
1648.01.01-Ls-061113 1

Page 39 of 332 ends

TABLE OF CONTENTS

RECITALS
ARTICLE 1. INCORPORATION OF RECITALS
ARTICLE 2. LEASED PROPERTY
ARTICLE 3. LEASE TERM
ARTICLE 4. MONTHLY RENT
ARTICLE 5. BASE RENT
ARTICLE 6. LIMITATIONS ON USE
ARTICLE 7. PROHIBITED USES
ARTICLE 8. CAPITAL IMPROVEMENTS BY TENANT
ARTICLE 9. MECHANICS' LIENS
ARTICLE 10. INSPECTION BY LESSOR
ARTICLE 11. UTILITIES
ARTICLE 12. INSURANCE
ARTICLE 13. INDEMNIFICATION
ARTICLE 14. DESTRUCTION OF LEASED PROPERTY
ARTICLE 15. ASSIGNMENT AND SUBLETTING
ARTICLE 16. ACTS CONSTITUTING BREACH BY TENANT
ARTICLE 17. LESSOR'S REMEDIES
ARTICLE 18. INTENTIONALLY OMITTED
ARTICLE 19. WAIVER OF BREACH
ARTICLE 20. NOTICES
ARTICLE 21. ATTORNEY'S FEES
ARTICLE 22. BINDING ON HEIRS AND SUCCESSORS
ARTICLE 23. SOLE AND ONLY AGREEMENT
ARTICLE 24. TAXES AND ASSESSMENTS
ARTICLE 25. DISPOSITION OF ABANDONED PERSONAL PROPERTY ARTICLE 26. LESSOR'S RIGHT TO RE-ENTER
ARTICLE 27. AUTHORITY OF TENANT
ARTICLE 28. PUBLIC RECORDS
ARTICLE 29. RELATIONSHIP OF PARTIES
ARTICLE 30. COOPERATION BETWEEN PARTIES
ARTICLE 31. HAZARDOUS MATERIALS
ARTICLE 32. RECORDS AND ACCOUNTING
ARTICLE 33. ATTACHMENTS
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LEASE AGREEMENT
(Aquatic Center)
THIS LEASE ("Lease") is made and entered into this 8th day of August, 2016 ("Effective Date"), by and between THE CITY OF UPLAND, a municipal corporation ("Lessor"), and the West End Y.M.C.A. a California non-profit public benefit corporation acting through the Scheu Family YMCA of Upland (hereinafter "Tenant").

RECITALS
WHEREAS, HBP Realty LLC, a Delaware limited liability company, and Lessor entered into a Lease Agreement dated May 26, 1998 (the "Master Lease") to use and occupy those certain parcels of public land located at 1150 Foothill Boulevard, in the City of Upland, County of San Bernardino, and State of California (hereinafter the "Existing Property"); and
WHEREAS, Tenant wishes to expand its recreation programs in accordance with the policies of the National Council of the YMCA by way of constructing an aquatic center on certain real property owned by Lessor in the City of Upland, County of San Bernardino, State of California, located adjacent to the Existing Property (the "Leased Property") depicted on Exhibit "A" and more particularly described on Exhibit "B", both attached hereto and incorporated herein by this reference; and WHEREAS, TENANT is proposing to make capital improvements to the Leased Property more particularly described in Exhibit "C" that require a lease agreement for the Leased Property.

WHEREAS, Lessor and Tenant agree the rent for the Leased Property should be at a fair market value rate, as described in more detail in Article 4 below.

NOW, THEREFORE, in consideration of the promises and the respective and mutual agreements contained herein, said parties hereby agree as follows:

ARTICLE 1

INCORPORATION OF RECITALS
All of the recitals set forth above are incorporated herein by this reference. 1648.01.01-Ls-061113 3

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ARTICLE 2

LEASED LAND
Lessor hereby leases the Leased Property to Tenant, subject to the terms and conditions contained in this Lease.

ARTICLE 3

LEASE TERM
1 . Term. Lessor leases to Tenant the Leased Property for a period of fifty- five (55) years commencing on the Rent Commencement Date (hereinafter defined) unless terminated sooner as otherwise provided in this Agreement. Tenant may request two (2) extensions of this Lease for a period of five (5) years by written request to Lessor prior to the expiration of the original Term.. Landlord shall process any request for renewal promptly and consider the use of the property, benefit to the community and Tenant's investment in determining whether to grant an extension to the Lease.

2. Holdover. In the event Tenant continues in possession of the Leased Property following a termination of this Lease or the expiration of the Term, such possession will not be considered a renewal of the Lease. During any holdover period, the Base Rent shall be 125% of the Base Rent in effect immediately prior to the expiration or termination of the Lease.

ARTICLE 4
RENT
The rent for the Leased Property shall be the sum of one thousand six hundred ten dollars $1,610.00 per month (the "Base Rent"). Lessor and Tenant agree that the Base Rent is an amount that has not been discounted or reduced for Tenant, and is representative of a fair market rental value based on a recent third party appraisal for the Leased Property. The Base Rent shall be due the first of each month without notice, demand or set-off commencing on the Rent Commencement Date (hereinafter defined).

The Base Rent shall increase ten (10) percent every five (5) years on the anniversary of the Rent Commencement Date in the amounts set forth in Attachment D. Tenant shall provide and pay for all maintenance, repairs, upkeep, utilities, including but not limited to capital improvements, water, gas, electricity, telephone, pursuant to Article 11, and such other costs and expenses that are associated with the use and operation of the Real Property. The "Rent Commencement Date" is hereby defined as the date Tenant shall receive a final Certificate of Occupancy for the aquatic center to be constructed by Tenant within the Leased Property (the "Aquatic Center"). Tenant agrees to promptly submit the appropriate applications to Lessor for purposes of securing the governmental 1648.01.01-Ls-061113 4

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approvals necessary for Tenant's construction, use and operation of the Aquatic Center.

Base Rent shall be pro-rated for the partial months during which the Term commences and ends.

ARTICLE 5

LATE PAYMENT
Tenant agrees that if any payment of rent is not made within fifteen days (15) of its due date, Tenant shall pay a ten percent (10%) late charge of the amount due.

ARTICLE 6

LIMITATIONS ON USE
Lessor is granting this Lease upon the terms and conditions provided for herein.

Accordingly, Tenant's use of the Leased Property will be subject to certain restrictions, as follows:

1. The Leased Property shall only be used by Tenant as an aquatic center and for other YMCA uses and purposes, and to provide programs to YMCA members and other interested parties in the City and surrounding communities (the "Permitted Use").

2. Except for the Aquatic Center, no further modifications that require building permits and/or land use approvals will be made to any fixtures in the Leased property, to the Property, without first obtaining the prior written consent of the Lessor.

The City Manager (or his/her designee) shall be authorized to grant any approval, or to make any determination, required to be made by Lessor under this Article 6.

3. The use of the Leased Property for the Permitted Use described above in this Article, and subject to the restrictions stated herein, is a condition to Tenant's occupancy of the Leased Property under this Lease. In the event that following the Rent Commencement Date, Tenant shall fail to use the Leased Property for the Permitted Use for a period of more than one-hundred twenty (120) consecutive days (excluding closures due to casualty, condemnation, repair, reconstruction, or periodic remodeling and upgrading), then if Tenant fails to remedy a breach within thirty (30) days after receipt of written notice from Lessor, then Lessor may terminate this Lease upon providing thirty (30) days additional written notice to Tenant. 1648.01.01-Ls-061113 5

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Notwithstanding the foregoing, temporary closure of the Leased Premises for a period no greater than one (1) year does not violate Article 6 provided that Tenant does all of the following:
i. Provides sixty (60) days advanced written notice to Landlord of its intention to temporary close the Leased Property that includes a date for reopening the Aquatic Center.
ii. Tenant's written notice provides sufficient justification in its written notice for Temporary Closure of the Leased Property.
iii. Tenant provides regular maintenance to the exterior of the Leased Property no less than once per week during the Temporary Closure. iv. Tenant empties or regularly maintains the pool.
v. Tenant continues to pay all utilities set forth in Article 11 and maintenance costs on the Leased Property.

ARTICLE 7

PROHIBITED USES
Tenant will not commit or permit the commission of any acts in the Leased Property, nor use or permit the use of the Leased Property in any way that:
(1) Causes cancellation of any fire, casualty, liability, or other insurance policy insuring the Leased Property;
(2) Violates or conflicts with any law, statute, ordinance, or governmental rule or regulation governing the Leased Property; or
(3) Constitutes a nuisance under state or local law.

ARTICLE 8

CAPITAL IMPROVEMENTS BY TENANT
Subject to obtaining all required governmental permits and approvals for the construction, use and operation of the Aquatic Center as set forth in Attachment C, the Aquatic Center is a capital improvement project (collectively the "Capital Improvements"). Tenant understands and agrees that Lessor may be subject to liability if the California Department of Industrial Relations ("DIR") determines that the Capital Improvements constitutes a public project which triggers the requirement for prevailing wages to be paid in connection with the construction of the Capital Improvements. Tenant agrees indemnify and hold Lessor harmless from, and defend Lessor against, any and all claims or liability related to any claim, action, lawsuit from any third party that the Capital Improvements are a public project pursuant Labor Code Section 1720 et. seq., and that prevailing wages must therefore be paid in connection 1648.01.01-Ls-061113 6

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with the construction of the Capital Improvements. Tenant shall comply with all conditions required by the DIR and comply with Labor Code section 1720 et. seq. and Title 8, Section 16001 of the California Code of Regulations in the construction of the Capital Improvements.

Sixty (60) days prior to the start of construction, Tenant shall provide written evidence to the satisfaction of Lessor of funds available in an amount equal to the entire cost of construction to pay for the Capital Improvements. The written evidence shall include but not be limited to bank statements, letters of credit and/or audit provided by Tenant on a monthly basis until the Capital Improvements are completed. Any change orders during construction that increase the total cost of construction shall require Tenant to provide written evidence satisfactory to the City of additional funds available to pay for said change orders.

Tenant shall not make any structural alterations or additions, to the Capital Improvement without the prior written consent of Lessor. Tenant must submit to Lessor preliminary plans for any alteration, addition, or improvement to the Capital Improvement. Lessor will, in its sole discretion, approve or disapprove the proposed alteration, addition, or improvement, within a reasonable period of time. If Lessor gives such written consent to any alteration, addition, or improvement to the Capital Improvement, Lessor and Tenant will agree in writing at that time to the date when that undertaking will be completed.

Tenant must obtain all necessary governmental permits required for any alteration, addition, or improvement approved by Lessor, and must comply with all applicable governmental law, regulations, ordinances, and codes. Any alteration, addition, or improvement made by Tenant after consent has been given, and any fixtures installed as part of the construction, will at Lessor's option become the property of Lessor on the expiration or earlier termination of this; provided, however, that Lessor shall have the right to require Tenant to remove all fixtures at Tenant's cost upon termination of this Lease. If Tenant is required by Lessor to remove fixtures upon expiration or termination of this Lease, Tenant shall repair and restore any damages to the Leased Property caused by removal.

ARTICLE 9

MECHANICS' LIENS
Tenant agrees to keep the Leased Property free of liens for both labor and materials. If a lien is placed on the Leased Property in connection with any construction, repair, or replacement work that Tenant may or must cause to be performed under this Lease, which results in a final judgment, Lessor may pay the amount of that judgment.

Tenant must reimburse Lessor for the full amount paid within thirty (30) days after that amount is paid by Lessor; otherwise Tenant will be in default of this Lease. 1648.01.01-Ls-061113 7

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ARTICLE 10

INSPECTION BY LESSOR
Tenant will permit Lessor or Lessor's agents, or representatives, to enter the Leased Property at reasonable frequency during regular business hours, and with reasonable prior written notice, for the purpose of inspecting the Leased Property to determine whether Tenant is complying with the terms of this Lease and for the purpose of doing other lawful acts that may be necessary to protect Lessor's interest in the Leased Property.

ARTICLE 11

UTILITIES
Utilities for the Leased Property shall be provided as follows:
(a) Water. Tenant will be responsible for paying for water usage. (b) Gas and Electricity. Tenant will pay 100% of all gas and electricity costs and charges for the Leased Premises.
(c) Sewer. Lessor will pay 100% of all sewer costs and charges for the Leased Property.
(d) Trash Removal. Tenant will pay 100% of the cost of trash removal for the Leased Property.
(e) Security & Fire. All costs incurred related to the monitoring of the Leased Property security and fire alarm system will be paid for by Tenant. (f) Other Utilities. All other utilities for the Leased Property will be paid for by Tenant.

ARTICLE 12

INSURANCE
Tenant shall procure and maintain for the duration of the Term of this Lease, 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 the Tenant, its agents, representatives, or employees (the "General Liability Insurance"). a. Minimum Limits of Insurance. Tenant shall maintain limits no less than:
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(1) General Liability: Two million dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per occurrence limit. (2) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.
(3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. If the Tenant has no employees while performing under this Lease, worker's compensation insurance is not required, but Tenant shall execute a declaration that it has no employees.
b. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees and volunteers; or the Tenant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. c. Other Insurance Provisions. The general liability and automobile liability insurance policies are to contain, or be endorsed to contain, the following provisions:
(1) The City, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Tenant; products and completed operations of the Tenant; premises owned, occupied or used by the Tenant; or automobiles owned, leased, hired or borrowed by the Tenant. The coverage shall be primary and non- contributory and shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.

Waiver of Subrogation:

A waiver of subrogation endorsement shall be issued to the City, its officers, officials, employees and volunteers as respects to general liability, automobile liability and workers' compensation. (2) For any claims related to the Leased Property, the Tenant's insurance coverage shall be primary insurance as respects the 1648.01.01-Ls-061113 9

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City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Tenant's insurance and shall not contribute with it.
(3) 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 officers, officials, employees or volunteers. (4) The Tenant's insurance shall 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.
(5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits without prior written notice by certified mail, return receipt requested, has been given to the City.
d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VIII, and admitted and licensed to do business in the State of California, unless otherwise acceptable to the City. Self- insurance shall not be considered to comply with these insurance requirements without Lessor's prior written consent.
e. Verification of Coverage. Tenant shall furnish the City with original Certificates of Insurance effecting coverage required by this clause. The Certificates and/or appropriate endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Tenant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
f. Nothing in this Section will be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 13 of this Lease, or the extent to which Tenant may be held responsible for payments of damages to persons or property.

Notwithstanding the foregoing, during the Term of this Lease, Lessor reserves the right to make modifications or amendments to the levels of coverage that are required to be obtained and maintained by Tenant under this Lease. Moreover, Lessor may require reasonable modifications to the types of insurance required by Tenant. Tenant may request a meeting with Lessor regarding any modifications to the Lease Agreement. 1648.01.01-Ls-061113 i o

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g. Tenant shall require its professional contractors, consultants and advisors on its Capital Improvements to procure and maintain two-million dollars ($2,000,000) per claim and in the aggregate of Professional Liability Insurance during the Capital Improvements.

ARTICLE 13

INDEMNIFICATION
(a) Lessor shall not be liable to Tenant, and Tenant hereby waives all claims against Lessor, for any injury or damage to any person or property in or about the Leased Property or any part of the Existing Property, by or from any cause whatsoever, except injury or damage to Tenant, its employees, agents, members, and invitees resulting from the active negligence or willful misconduct of Lessor, its employees, or agents.
(b) Tenant shall indemnify and hold Lessor harmless from, and defend Lessor against, any and all claims or liability for any injury or damage to any person or property occurring in, on, or about the Leased Property or any part of it, related to Tenant's use or occupation of the Leased Property whether caused in part or in whole by the act, neglect, fault of, or omission of any duty by Tenant, its agents, servants, employees, or invitees.
(c) Lessor shall indemnify and hold Tenant harmless from, and defend Tenant against, any and all claims or liability for any injury or damage to any person or property caused in by the act, neglect, fault of, or omission of any duty by Lessor, its agents, employees, or contractors.

ARTICLE 14

DESTRUCTION OF LEASED PROPERTY
(a) If the improvements to the Leased Property are damaged or destroyed Tenant may repair and reconstruct such improvements. If the improvements to the Leased Property are damaged or destroyed by any cause not the fault of Tenant which Tenant elect's not to repair, Lessor in its sole discretion may choose to repair it at Lessor's sole cost and expense, and the rent payable under this Lease shall be abated for the time and to the extent Tenant is prevented from occupying the Leased Property. (b) Lessor may, in lieu of making the repairs required by this paragraph, terminate this Lease by giving Tenant three months prior written notice of the termination, with no further obligation by either party under this Lease. 1648.01.01-Ls-061113 11

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(c) In the event the Leased Property is damaged or destroyed by any cause not the fault of Tenant to such an extent that it unreasonably prevents Tenant from being able to use the Leased Property for the intended purposes of this Lease, Tenant may terminate this Lease by giving Lessor three months prior written notice of the termination.
(d) A notice from either party to terminate this Lease under this section must be given no later than three months after the event causing the destruction or damage.

Upon the effective date of the termination neither party will have any further obligation to each other with respect to this Lease, except as specifically provided herein or as otherwise required by law.

ARTICLE 15

ASSIGNMENT AND SUBLETTING
Under no circumstances will Tenant assign this Lease, sublet, or otherwise transfer the Leased Property or any portion of the Leased Property, any right or interest in this Lease, without first obtaining the express written consent of Lessor. A consent by Lessor to one assignment, subletting, or occupation and use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation and use by another person. Any assignment, transfer, or subletting without the prior written consent of Lessor, whether voluntary or involuntary, by operation of law or otherwise, is voidable at the option of Lessor, and shall at Lessor's election, constitute a default under this Lease after the expiration of the applicable cure period as set forth in Article 16.

ARTICLE 16

ACTS CONSTITUTING BREACH BY TENANT
The following shall constitute a default under this Lease by Tenant:
(a) The nonpayment of rent when due, when the nonpayment continues for thirty (30) days after written notice to pay rent or surrender possession of the Leased Property has been given by Lessor to Tenant as provided under California law; provided however, that any such notice will be in lieu of, and not in addition to, any notice required under the unlawful detainer statutes, California Code of Civil Procedure Section 1161 et seq.
(b) A failure to perform any provision, covenant, or condition of this Lease, other than one for the payment of rent, when that failure is not cured within thirty (30) days after written notice of the specific failure is given by Lessor to Tenant; provided however, that any such notice will be in lieu of, and not in addition to, any 1648.01.01-Ls-061113 12

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notice required under the unlawful detainer statutes, California Code of Civil Procedure Section 1161 et seq.;
(c) The abandonment or vacation of the Leased property before expiration of the term of this Lease except as provided in Article 6; (d) The failure to substantially complete construction of the Capital Improvements within 365 days following the date Lessor has issued the building permit for same;
(e) A receiver is appointed to take possession of all or substantially all of Tenant's property located at the Leased Property or of Tenant's interest in this Lease, when possession is not restored to Tenant within thirty days; (f) Tenant makes a general assignment for the benefit of creditors; (g) The execution, attachment, or other judicial seizure of substantially all of Tenant's assets located at the Leased Property or of Tenant's interest in this Lease, when the seizure is not discharged within thirty days; or (h) The filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or of a petition for reorganization or arrangement under the federal bankruptcy law (unless, in the case of a petition filed against Tenant, it is dismissed within 60 days).

ARTICLE 17

LESSOR'S REMEDIES
if Tenant defaults under this Lease, Lessor, in addition to any other remedies given Lessor by law or equity, may:
(a) Continue this Lease in effect by not terminating Tenant's right to possession of the Leased Property and thereby be entitled to enforce all Lessor's rights and remedies under this Lease including the right to recover the rent specified in this Lease as it becomes due under this Lease; or
(b) Terminate this Lease and all rights of Tenant under the Lease and recover from Tenant the amount of unpaid rent authorized under California law; or 1648.01.01-Ls-061113 13

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(c) In lieu of bringing an action for the recovery described in subparagraph (b) of this paragraph, bring an action to recover and regain possession of the Leased Property in the manner provided by the California law of unlawful detainer then in effect.

ARTICLE 18

INTENTIONALLY OMITTED
ARTICLE 19

WAIVER OF BREACH
The waiver by Lessor of any breach by Tenant of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent default or breach by Tenant either of the same or a different provision of this Lease.

ARTICLE 20

NOTICES
Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Lease or by law to be served on or given to either party to this Lease by the other party shall be in writing, and shall be deemed duly served and given when personally delivered to the party to whom it is directed or any managing employee of that party or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, addressed to City of Upland at 460 N. Euclid Avenue, Upland, CA 91786, or to Tenant at West End YMCA at 1150 E.

Foothill Blvd., Upland, CA 91786, with a copy to Buckner, Alani & Mirkovich, 3146 Redhill Avenue, Suite 200, Costa Mesa, CA 92626 Attention: William D. Buckner, Esq.. Either party may change its address for purposes of this paragraph by giving written notice of the change to the other party in the manner provided in this paragraph.

ARTICLE 21

ATTORNEY'S FEES
If any litigation is commenced between the parties to this Lease concerning the Leased Property, this Lease, or the rights and duties of either in relation to the Leased Property or the Lease, the party prevailing in that litigation shall be entitled, in addition to any other relief granted, to a reasonable sum as and for its attorneys' fees in the litigation, which shall be determined by the court in that litigation or in a separate action brought for that purpose. Any legal action brought in a court of competent jurisdiction to enforce the provisions of this agreement shall be brought in the San Bernardino Superior Court.

ARTICLE 22

BINDING ON HEIRS AND SUCCESSORS
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This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties, but nothing in this paragraph shall be construed as consent by Lessor to any assignment of this Lease or any interest therein by Tenant.

ARTICLE 23

SOLE AND ONLY AGREEMENT
This instrument constitutes the sole and only full, final, and complete agreement between Lessor and Tenant respecting the Leased Property or the leasing of the Leased Property to Tenant, and correctly sets forth the obligations of Lessor and Tenant to each other as of its date. Any agreements or representations respecting the Leased Property or their leasing by Lessor to Tenant not expressly set forth in this instrument are null and void. All prior negotiations between the parties are subsumed into this Lease to the extent they have been agreed to, and if not agreed to by the parties such negotiations are not set forth in the terms and conditions of this Lease. This Lease may not be extended, amended, modified, altered, or changed, except in a writing signed by Lessor and Tenant.

ARTICLE 24

TAXES AND ASSESSMENTS
This Lease may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Leased Property or upon fixtures, equipment, or other property installed or constructed thereon, will be the full responsibility of the Tenant, and Tenant will cause said taxes and assessments to be paid promptly.

ARTICLE 25

DISPOSITION OF ABANDONED PERSONAL PROPERTY
If Tenant abandons or quits the Leased Property or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to Tenant and left on the Leased Property fifteen (15) days after such event will be deemed to have been transferred to Lessor. Lessor will have the right to remove and to dispose of such property without liability to Tenant or to any person claiming under Tenant, and will have no need to account .
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ARTICLE 26

LESSOR'S RIGHT TO RE-ENTER
Tenant agrees to yield and peaceably deliver possession of the Leased Property to Lessor on the date of termination or expiration of this Lease. Tenant waives any and all right of redemption under any existing or future law or statute in the event of eviction from or dispossession of the Leased Property.

ARTICLE 27

AUTHORITY OF TENANT
Each individual executing this Lease on behalf of Tenant represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of Tenant, in accordance with all governing laws, rules, regulations and by-laws, and that this Lease is binding upon Tenant.

ARTICLE 28

PUBLIC RECORDS
Any and all written or electronic information, document or record submitted to or obtained by Lessor from Tenant or any other person or entity having to do with or related to this Lease or the Leased Property, either pursuant to this Lease or otherwise, at the option of Lessor, may be treated as a public record which will be made open to the public for inspection or copying pursuant to the California Public Records Act (Government Code Section 6250, etc.) as now in force or hereafter amended, or any Act in substitution thereof. Tenant hereby waives, for itself, its agents, employees, subtenants and any person claiming by through or under Tenant, any right or claim that such information is not a public record or that the same is a trade secret or confidential, or not subject to inspection by the public, including without limitation reasonable attorneys' fees and costs.

ARTICLE 29

RELATIONSHIP OF PARTIES
The relationship of the parties hereto is that of Lessor and Tenant, and it is expressly understood and agreed that Lessor is not, and will not in any way or for any purpose become, a partner of Tenant in the conduct of Tenant's business. This Lease and any related documents will under no circumstances constitute a joint venture or partnership between Lessor and Tenant. The provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method by which rental payments are to be measured and ascertained. 1648.01.01-Ls-061113 16

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ARTICLE 30

COOPERATION BETWEEN PARTIES
Tenant and Lessor will cooperate with each other in all respects, in the development, use and operation of the Aquatic Center within the Leased Property.

ARTICLE 31

HAZARDOUS MATERIALS
As used herein the term "Hazardous Materials" means any hazardous or toxic substance, material or waste which is or shall become regulated by any governmental entity, including without limitation, Lessor acting in its governmental capacity, the State of California or the United States Government.

1. Contamination Subsequent to the Effective Date.

Tenant will not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Leased Property in violation of law. If Tenant breaches the obligations stated herein, or if contamination of the Leased Property by Hazardous Materials otherwise occurs as a result of or in connection with Tenant's occupation of the Leased Property, then Tenant will indemnify, defend and hold Lessor harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including without limitation, diminution in value of the Leased Property, and sums paid in settlement of claims, reasonable attorneys fees, consultant fees and expert witness fees) which arise during or after the Lease Term as a result of such contamination, if any.

This indemnification includes without limitation, costs incurred by Lessor in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state, local or legal governmental entity because of Hazardous Materials being present in the soil or ground water or under the Leased Property due to Hazardous Materials brought upon, kept or used in or about the Leased Property by Tenant in violation of law. Tenant will promptly take all actions at its sole cost and expense as are necessary to clean, remove and restore the Leased Property to its condition prior to the introduction of such Hazardous Material by Tenant, provided Tenant will first have obtained Lessor's reasonable approval and the approval of any necessary governmental entities.

2. Pre-Existing Contamination.
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Tenant will not be held liable, nor will Tenant be required to indemnify Lessor for any loss or damage sustained as a result of Hazardous Materials located on or near the Leased Property prior to the Effective Date of this Lease. Lessor hereby agrees to indemnify, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses, known or unknown, arising from any such pre-existing soil contamination or other preexistence of any Hazardous Materials on or under the Leased Property prior to the Effective Date of this Lease, or otherwise caused by Lessor, including but not limited to any sums paid in settlement of claims, reasonable attorneys fees, consultant fees and expert witness fees which arise during or after the Lease Term and as a result of such pre-existing contamination, if any.

ARTICLE 32

ATTACHMENTS
This Lease includes the following, which are attached hereto and made a part hereof:

Attachment A - Site Map for Leased Property
Attachment B - Legal Description of Leased Property
Attachment C - Capital Improvements to be performed by Tenant Attachment D — Rent Schedule
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written.

CITY OF UPLAND
A Municipal Corporation THE WEST END YMCA
ayor President/CEO
Ray sser 4i Anderson
1 e.

ATTEST APPROVED AS TO FORM
City Jerk / City Attorney
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ATTACHMENT A
Site Map for Leased Property
Site map for proposed 12,389 square foot expansion of an existing Scheu Family YMCA building for a new aquatics sports center located at 1150 East Foothill Boulevard (APN # 1046-131-11) identified as Site Pan No SP-13-16. t 4
1„
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t1,s. 2/8 & 11/6 Tax Rale Area
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Aerie taw Pip. P1It:i eat Na. '51H, P.O 115t11-aI T.1S.,R.7W. San Bernardino County 1648.01.01—Ls-061113 20

Page 58 of 332 ends

ATTACHMENT B
Legal Description of Leased Property
1150 East Foothill Blvd.: An irregularly shaped parcel of approximately 4.29 acres on the south side of Foothill Blvd., east of Hospital parkway ( a portion of Memorial Park)
Said property being legally described as parcels 1 and 2 of Parcel map No. 15177 in the City of upland, County of San Bernardino, State of California as per the map recorded in Book 185, Pages 48 and 49, of Maps, in the Office of the County Recorder of said County.
1648.01.01-Ls-061113 21

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ATTACHMENT C
Capital Improvements To Be Performed By Tenant
The Capital Improvements to the YMCA, in accordance with the Lease are as follows:
• An enclosed aquatic center consisting of recreational and instructional swim areas.
o Two pools - 1) 40' by 30' teaching/instructional pool 2) 79' by 50' lap swimming pool
o Splash Pad/Wet Play Area
• Necessary aquatic amenities, including water pumps and water filter systems. • Additional bathrooms and showers
• Basketball Court including one full court and four half courts • "No Climb" fence around the aquatic center and basketball courts • Parking lot expansion including 33 new parking spaces • Curbs, gutter, and sidewalks
• Water retention basin
• Improved grading and landscape
• Additional lighting in parking lot and around exterior of facility 1648.01.01-Ls-061113 2 2

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ATTACHMENT D
Rent Schedule
Year 1-5: Nineteen Thousand Three Hundred Twenty and 00/100 Dollars ($19,320.00), payable in monthly installments of One Thousand Six Hundred Ten and 00/100 Dollars ($1,610.00).

Year 6-10: Twenty-one Thousand Two Hundred Fifty-two and 00/100 Dollars ($21,252.00), payable in monthly installments of One Thousand Seven Hundred Seventy-one and 00/100 Dollars ($1,771.00).

Year 11-15: Twenty-three Thousand Three Hundred Seventy-seven and 20/100 Dollars ($23,377.20), payable in monthly installments of One Thousand Nine Hundred Forty-eight and 10/100 Dollars ($1,948.10).

Year 16-20: Twenty-five Thousand Seven Hundred Fourteen and 92/100 Dollars ($25,714.92), payable in monthly installments of Two Thousand One Hundred Forty-two and 91/100 Dollars ($2,142.91).

Year 21-25: Twenty-eight Thousand Two Hundred Eighty-six and 41/100 Dollars ($28,286.41), payable in monthly installments of Two Thousand Three Hundred Fifty-seven and 20/100 Dollars ($2,357.20),
Year 26-30: Thirty-one Thousand One Hundred Fifteen and 05/100 Dollars ($31,115.05), payable in monthly installments of Two Thousand Five Hundred Ninety-two and 92/100 Dollars ($2,592.92).

Year 31-35: Thirty-four Thousand Two Hundred Twenty-six and 56/100 Dollars ($34,226.56), payable in monthly installments of Two Thousand Eight Hundred Fifty-two and 21/100 Dollars ($2,852.21).

Year 36-40: Thirty-seven Thousand Six Hundred Forty-nine and 21/100 Dollars ($37,649.21), payable in monthly installments of Three Thousand One Hundred Thirty-seven and 43/100 Dollars ($3,137.43).

Year 41-45: Forty-one Thousand Four Hundred Fourteen and 14/100 Dollars ($41,414.14), payable in monthly installments of Three Thousand Four Hundred Fifty-one and 18/100 Dollars ($3,451.18).

Year 46-50: Forty-five Thousand Five Hundred Fifty-five and 55/100 Dollars ($45,555.55), payable in monthly installments of Three Thousand Seven Hundred Ninety-six and 30/100 Dollars ($3,796.30),
Year 51-55: Fifty Thousand One Hundred Eleven and 10/100 Dollars ($50,111.10), payable in monthly installments of Four Thousand One Hundred Seventy- five and 93/100 Dollars ($4,175.93).

Option One
Year 56-60: Fifty-five Thousand One Hundred Twenty-two and 21/100 Dollars ($55,122.21), payable in monthly installments of Four Thousand Five Hundred Ninety-three and 52/100 Dollars ($4,593.52).
1648.01.01-Ls-061113 2 3

Page 61 of 332 ends

Option Two
Year 61-65: Sixty Thousand Six Hundred Thirty-four and 44/100 Dollars ($60,634.44), payable in monthly installments of Five Thousand Fifty-two and 87/100 Dollars ($5,052.87).
1648.01.01-Ls-061113 2 4

Page 62 of 332 ends

v. ALL ARE
the FOR YOUTH DEVELOPMENT°
�c� FOR HEALTHY LIVING
A. FOR SOCIAL RESPONSIBILITY WELCOME
hF- Inps
The Y welcomes all who wish to participate and believes that no one should be denied access based on their ability to pay. Through our OPEN DOORS program, we provide assistance to youth, adults, and families based on individual needs and circumstance.

The West End YMCA is an association of members open to all. Those facing economic hardship will be accommodated as resources are available to do so. Those requesting support may be asked to provide documentation _ J ,R 4 of financial need. All personal information submitted to the Y for the , ,,�, e ` purpose of accommodation of fees is strictly confidential. t I til lift ,-
Lligibility, lerms, 6( Londtions: �

1. Applicant must work or reside in the YMCA branch service area. IA - . `;'-

2. Assitance will be granted on the basis of financial need and resources available. _I_-

3. The YMCA believes a strong sense of ownership and pride - —_ developes if the recipient has contributed to their cost of their YMCA , „ - involvement. The applicants will be asked to pay some portion of their fees.

4. While Membership Financial Assistance is awarded as a continuous °' program, the YMCA reserves the right to request a renewal application annually and at their discretion based on special circumstances.

5. Anyone who does not utilize their approved assistance may lose it, and may not be approved for funds in the future.

6. At the Y's Discretion, if an account's status is more than two weeks past due, you're membership privileges will be suspended, and can result in termination of financial assistance.
-' ' ( `' '

WEST END YMCA
Serving Chino,Chino Hills, Fontana,Montclair,Ontario, -- ' Rancho Cucamonga,and Upland since 1895.

Chino Valley YMCA https://www.irs.gov/uac/taxpayer identity verification information
Scheu Family YMCA of Upland The IRS tax transcript is for those who do not have a Ontario/Montclair YMCA copy of or did not file taxes.All applicants must have a transcript or form, regardless of employment status.

The purpose of the West End YMCA is to help persons of all ages, ethic groups and religious affiliations who are united in a common effort to but judeo-Christian principles into practice to enrich the quality of spiritual, mental, physical, and social life for our families, our communities and ourselves.

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OPENDOORS Guidelines and Request Process
1 PERSONAL INFORMATION
Head of Household Name: M/F DOB
Address (No PO Box):

City: CA Zip Code:

Home Phone: Cell Phone:

Email: Request For: Q Programs 0 Membershi
2 AREAS OF INTEREST
Invest in our community, volunteer and donate to our cause and create lasting meaningful change for adults, families, seniors and youth in our neighborhood. If there are any areas of YMCA programs that you would be interested in volunteering for please list them:

DEPENDENT INFORMATION
List names and dates of birth for all individuals residing in the household who share the living expenses, including head of household.

Name: M/F DOB
Name: M/F DOB
Name: M/F DOB
Name: M/F DOB
Name: M/F DOB
Name; M/F DOB
4 FINANCIAL INFORMATION
List gross monthly income from all sources for people 18 and older.

Wages Food Stamps Unemployment
Cash Aid SSI/SSA Child Support What do you feel that you can Alimony Section 8 Other afford monthly?:

TOTAL MONTHLY HOUSEHOLD INCOME:$
5 DOCUMENTS Membership Amount %
Please include at least one of the following: Program Amount % •Latest 1040 Federal Tax Form(s) for all incomes in household •3 months of latest bank statements for all incomes in household I have verified the following documents •2 most recent paystubs for all incomes in household
•Documents showing government assistance being provided •IRS Transcript — to obtain visit Staff Signature Date htip :// www.115.yuwuciLiicuyayel-iutilLiLy-vel II iLduui i-ii ii ui iiiauui i I declare that all information contained in this request is accurate.

Signature: Date:

All applications are individually evaluated based on household size,income,and the funds available to give at the time of application.Applicants aPager€400 4302 annually or upon change of financial circumstance.

West

END - OF-YEAR REPORT
2023
., - % , OPEN DOORS INITIATIVE
41 (YTD 2023)
Ti
11111 230 Families and individuals helped. $ 139,538.12 Distributed to those in need
665 Children learned to swim.

Safety Around Water
How we raise money for Open Doors:

1. Incredible Edibles, targeting Safety Around Water for Youth.

2. Reindeer Romp, focused on Healthy Kids, Families, and Seniors.

3. Annual campaign, receiving funds from generous community donors and sponsors, and affiliates.

FOR HEALTHY LIVING
COMMUNITY OUTREACH WEST END YMCA
PROGRAMS STATISTICS
(2010-2023)
• Safety Around Water
• Healthy Halloween
• Halloween Community Events 1 1 ,648 Units who received • Christmas Community Events Financial Aid • Health Kids Day INCLUDES:

Y 7 FAMILIES,SENIORS,YOUTH,AND ADULTS
• Quilting Group 23,730
• Foothill Family Center Food Drive Program participants • UUSD Special Needs (2022-2023)
• UUSD Sports
• UUSD Back-to-School Drive $ 1 ,887,690 Open Doors funds • UUSD Holiday Toy Drive given
FOR YOUTH DEVELOPMENT FOR SOCIAL RESPONSIBILITY

Page 65 of 332 ends

4��a �p19� CITY UPLAND
�5, _�� "The City of Gracious Living"
C,,tIFOB,S
'• Staff(kr°ill
DATE: January 22,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER
SUBJECT: CONSIDER APPROVAL OF THE FIRST AMENDMENT TO AN AGREEMENT WITH ROBERT HALF INTERNATIONAL,INC.AND APPROVAL OF A BUDGET ADJUSTMENT RECOMMENDED ACTION:

It is recommended that the City Council approve the first amendment to the professional services agreement with Robert Half International for staff augmentation services, authorize the City Manager to execute the agreement, and approve a budget adjustment.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining orderly and timely financial and administrative processes.

BACKGROUND
On several occasions in the last five years,the City has entered into professional services agreements with Robert Half International to fill various City vacancies and for assistance with preparation for the annual audit.

In Fiscal Year 2021/22, the City established a $45,000 agreement with Robert Half International under the City Manager's Authority,and City Council approved amendments to that agreement on November 14, 2022,and May 8, 2023.

On June 12, 2023, City Council approved a professional services agreement with Robert Half International, Inc. for $67,000 for FY 2023/24.

ISSUES AND ANALYSIS
Robert Half International has provided temporary staffing for administrative and professional tasks in the past. The City's Senior Accountant is currently on maternity leave, and Staff is requesting an amendment with Robert Half International to allow Staff to spend an additional$25,350 with the vendor to cover some of the duties of that position.

The City has existing budget for these services, but a budget adjustment would be required to move the funds from personnel and meeting expense to contractual expense to account for the increase in the Robert Half International amendment.

FISCAL IMPACTS
The FY 2023/24 operating budget can accommodate the $92,350 compensation after the amendment with a budget adjustment (attached) totaling $25,350 which will reduce part-time salaries and meeting expense in Finance and increase Contractual services by the same amount. There is a$0 net effect on the General Fund with this request.

ENVIRONMENTAL DETERMINATION
The subject action approves an amendment to a professional services agreement for staff augmentation services.This is not considered a"project"under the California Environmental Quality Act(CEQA)pursuant to Section 15378(b)(4) of the CEQA Guidelines. Under this section, a project does not include the creation of a government funding mechanism or other government fiscal activities,which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

Page 66 of 332 ends

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT

WITH ROBERT HALF INTERNATIONAL
This First Amendment to the Agreement for Professional Consultant Services dated June 12, 2023 (the "Master Agreement") is made and entered into as of January 22, 2024 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and Robert Half International, a Delaware corporation, by and through its administrative & customer service and finance & accounting contract talent practice groups with its location at 3633 Inland Empire Blvd, Suite 955, Ontario, CA 91764-4922 (hereinafter referred to as "Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Consultant have entered into the Master Agreement, for the purpose of providing staff augmentation services on June 12, 2023; and B. WHEREAS, the Parties now desire to amend the Master Agreement to include additional funds for the continued performance of services in accordance with the compensation provisions of the Master Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this First Amendment and the Master Agreement, the Parties mutually agree as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference.

2. Compensation. Section 2, Compensation, Subsection (b)of the Master Agreement is amended to replace the not to exceed amount with the sum of ninety two thousand three hundred fifty dollars ($92,350). Subsection 2(c) of the Master Agreement is hereby deleted.

3. Full Force. Except as amended by this First Amendment, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this First Amendment. No changes or modifications hereto shall be effective unless the same shall be in writing and signed by the Parties. In the event of any inconsistency between the terms of the Master Agreement, and the terms of this First Amendment, the terms of this First Amendment will supersede and control.

4. Counterparts. This First Amendment may be signed in counterparts, each of which shall constitute an original.

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SIGNATURE PAGE FOR

FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT

WITH ROBERT HALF INTERNATIONAL
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
ROBERT HALF INTERNATIONAL INC.

APPROVED BY:

Signature
Michael Blay
City Manager Damian Garcia
Name
Regional Vice President
ATTEST: Title
(Two Signatures of Corporate Officers
Required for Corporations)
Keri Johnson
City Clerk
Approved as to form: Signature
Cyndi Karapogosian
Name
Stephen P. Deitsch
City Attorney District President
Title

Page 68 of 332 ends

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of June 12, 2023 (Effective Date") by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Robert Half International, a corporation, by and through its administrative &customer service and finance & accounting contract talent practice groups with its location at 3633 Inland Empire Blvd, Suite 955, Ontario, CA 91764-4922 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of staff augmentation services.

B. Consultant has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A."

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of$67,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to six thousand and seven hundred dollars ($6,700). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed seventy-three thousand seven hundred dollars ($73,700). Any additional work in excess of this amount shall be approved by the City Council.
d. Notwithstanding anything to the contrary in this Agreement, Consultant may at any time, in its sole discretion, discontinue performance of the services once the Not-to- Exceed Amount has been attained (even if Consultant continued to provided services after the Not-to-Exceed Amount was reached).
1

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3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. This audit provision should not apply to confidential information, including but not limited to, Consultant's Professional's personnel files or the remuneration paid by Consultant to its Professionals and subcontractors.

5. Term
The term of this Agreement shall begin on July 1, 2023, and continue for a period of one year, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement.

6. Reserved

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government applicable to its staff augmentation services.

8. Standard of Care
Consultant's staff augmentation services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 2

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10. Independent Contractor
a. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. b. City shall supervise Professionals provided services to City. City shall not permit or require Professionals (i)to perform services outside of the scope of Professional's assignment; (ii) to sign contracts or statements (including SEC documents); (iii) to make any management decisions; (iv)to make any final decisions regarding system design, software development or the acquisition of hardware or software; (v)to sign, endorse,wire,transport or otherwise convey cash, securities, checks or any negotiable instruments or valuables; (vi) to use computers, or other electronic devices, software or network equipment owned or licensed by Professional; (vii) to operate machinery (other than office machines) or automotive equipment. City may request that Consultant permit its Professionals to provide services to City remotely (i.e., from a location other than City's offices) using City's or Consultant's laptop and/or other computer or telecommunications equipment (the "Equipment"). City acknowledges and agrees that Consultant shall have no control over, and City shall be solely responsible for, (i) the logical and physical performance, reliability and security of the Equipment or related devices, network accessibility and availability, software, services, tools and e-mail accounts (collectively, "Computer Systems") used by the Professional, and (ii) the security, integrity, and backing up of the data and other information stored therein or transmitted thereby. Moreover, City must not permit Professional to save or store any of the City's files or other data on the Computer Systems provided by Consultant (included, but not limited to, any virtual desktop infrastructure solution).

City agrees thar Consultant shall not be liable for any loss, damage, expense, harm, business interruption or inconvenience resulting from the use of such Computer Systems. Since Consultant is not a professional accounting firm, City agrees that City will not permit or require Professional (a)to render an opinion on behalf of Consultant or on City's behalf regarding financial statements; (b) to sign the name of Consultant on any document; or (c) to sign their own names on financial statements or tax returns.
c. It is understood that City has full responsibility for: (i) providing safe working conditions as required by law, including compliance with all public health and occupational safety regulations and guidelines applicable to City's business, and (ii) ensuring that safety plans exist for, and safety related training is provided to, Professionals working on City's premises. a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Page 71 of 332 ends

including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance.
(ii) Reserved.
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Contractual Liability
(6) Property Damage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) products/completed operations liability. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, and provided that such deductibles shall not apply to the City as an additional insured.
b. Reserved
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the 4

Page 72 of 332 ends

"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession in an amount indicated herein.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall provide the City with evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include Certificate of Insurance. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds as required hereunder, where appropriate, the type and amount of the insurance, and the expiration date of such insurance. g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at the City's request. 5

Page 73 of 332 ends

(ii) The Commercial General Liability Policy shall contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) Reserved
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) Reserved
(iii) Reserved
(iv) City officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, 6

Page 74 of 332 ends

City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

12. Indemnification.
a. Consultant agrees to defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, or this Agreement, including without limitation the payment of damages, reasonable expert witness fees and reasonable attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

13. Reserved

14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Reserved.

16. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10)calendar days written notice to Consultant. City shall pay all invoices of Consultant for work performed by Professionals prior to termination. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City. 18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed by an assigned Professional for the City shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

19. Reserved

20. Reserved

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

DISTRICT: CONSULTANT:

City of Upland Robert Half International Inc. 460 N. Euclid Avenue Attn: Regional Vice President Upland, CA 91786 3633 Inland Empire Blvd, Suite 955 Attn: Michael Blay, City Manager Ontario, CA 91764-4922 With a copy to: Client Contracts Dept.

Bishop Ranch 3, 2603 Camino Ramon
San Ramon, CA 94583
and shall be effective upon receipt thereof.

22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

23. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

26. Successors and Assigns
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This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

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

28. Time of Essence
Time is of the essence for each and every provision of this Agreement.

29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers.

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

31. Reserved

32. Additional Terms
a. If City requires Consultant to perform background checks or other placements screenings of Professionals, City agrees to notify Consultant prior to the start of services under this Agreement. Consultant will conduct such checks or screenings online if they are described in a signed, written amendment to this Agreement. If City requests a copy of the results of any checks conducted on Consultant's Professionals, City agrees to keep such results strictly confidential and to use such results in accordance with applicable laws and solely for employment purposes.
b. In the event City wishes to convert any of Consultant's Professionals, City agrees to pay a conversion fee in accordance with this Section. The conversion fee will equal 30% of the Professional's aggregate compensation, including bonuses, for assignments through Consultant's administrative & customer service practice group, and 35% of the Professional's aggregate annual compensation, including bonuses, for assignments through Consultant's finance & accounting contract talent practice group. City agrees to pay a conversion fee if Consultant's Professional is hired by an affiliate or other related business entity as a result of City's subsequent referral of the Professional or one of City's customers as a result of Professional 9

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providing services to the customer. The conversion fee is payable is City hires the Professional, regardless of the job classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis within twelve months after the last day of the assignment. The same calculation will be used if City converts Consultant's Professional on a part-time basis using the full-time equivalent salary; however, the conversion fee will not be less than $1,000.
c. Notwithstanding any language in this Agreement to the contrary (including any references to fixed-price, deliverables, acceptance of deliverables, or milestones). Consultant shall be compensated on a time and materials basis only. Consultant provided contract talent solutions and does not provide deliverables. City agrees to hold in confidence the identity of any Professional and the Professional's resume, social security number and other legally protected personal information, and City agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use modification or disclosure. Any respective obligations of Consultant or City hereunder which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive such termination, cancellation or expiration.
d. Notwithstanding anything to the contrary in this Agreement, Consultant shall not be liable for, or have any duty of indemnification with respect to any acts or omissions of City.

Notwithstanding anything in this Agreement to the contrary, Consultant's maximum liability for any specific engagement, in any case,will not exceed the fees paid to Consultant for that engagement, except that this limitation on liability shall not apply to any indemnity obligations that Consultant may have under this Agreement.
e. This Agreement is only applicable to, and the only Robert Half International Inc. branch and practice group(s) obligated under this Agreement are, the administrative & customer service and finance & accounting contract talent practice group(s) of the branch office located at 3633 Inland Empire Blvd, Suite 955, Ontario, CA 91764-4922 [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

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

CITY OF UPLAND ROBERT HALF INTERNATIONAL INC.E°E By: By:

Michael Blay
City Manager Its: Regional Vice President
Printed Name: Damian Garcia
(Two Signatures of Corporate Offices Required
for Corporations)
By:

Its: District President
Printed Name:Cyndi Karapogosian
ATTEST:

By:

Keri Johnson,
City Clerk
11

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EXHIBIT A
Scope of Services
Consultant shall use best efforts to assign Professionals to perform the job functions requested by City. Consultant shall send City a job arrangement letter at the start of each assignment setting forth the Professional's name, the estimated start date, the hourly bill rate, and the job function. 12

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EXHIBIT B
Schedule of Charges/Payments
Hourly rates for all assignments will be agreed on a case-by-case basis. Professionals will present a time sheet or an electronic time record to City for verification and approval at the end of each week. Consultant will invoice City on a weekly cycle for the total hours worked.

Consultant's invoices are due within 30 days of receipt, including applicable sales and service taxes all of which are payable by City. Consultant will include supporting documentation with each invoice. This is a time-and-materials contract. If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. If state law requires double time pay, the double time hours will be billed at 2.00 times the normal billing rate. Consultant may charge City a fee for the provision of equipment or technology, if City requests that Professional use equipment or technology provided by Consultant. Consultant may also increase Consultant's rates to reflect increases in Consultant's cost of doing business, including costs associated with higher wages for workers and/or related taxes, benefits or other costs. Consultant will provide 14 days prior written notice of technology charges and/or increases in rates. Any increase in rates will be prospective, starting as of the effective date Consultant specifies.
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of vp
Ar

CITY OF UPLAND
rire

BUDGET AMENDMENT
Date: 1/11/2024 Fiscal Year: FY23-24
Requested by: Stephen Parker Amount: $25,350 Dept/Div: Administrative Services/Finance Description: Robert Half Amend

EXPENDITURES
I Current Available Proposed
Account Number Dept/Account Description _ Adopted Budget Budget _ Amendment Amended Budget 1011301-5112 Salaries-Part Time 21,900.00 21,059.00 (21,059.00) 841.00 1011301-5125 Training/Conferences/Meetingc, 16,160.00 15,720.00 (4,291.00) 11,869.00 1011301-5253 Contract Services 88,300.00_ 9,812.00 _ 25,350.00 113,650 00 Total 126,360.00 . 46,591.00 . - 126,360.00 REVENUES Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget Total
Fiscal Impact -
REASON/JUSTIFICATION {Please be specific)
—
4 Reallocation of Maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant,donations of other sources(deposit) ❑ Emergency purpose:

Description of Expense:
❑ Other-Explain: - — - -
Budget amendment necessary to increase Robert Half/Accountemps contract. No additional appropriations necessary,$0 fiscal impact.

This request is directly related to:
❑ Purchase Requisition No. __Vendor: _
❑ Council Meeting of: (Attach copy of minutes) _ -- Increase Purchase Order# OR Process Requisition#

APPROVALS
Dept Head Approval*: Date:-
*Not required if approved by council
Finance Officer: Date:

Funds Available? o Yes oNo
❑Approved o Denied
City Manager: Date:
(over$25,000)
Comment:

Finance Division Only:

BA#: 07246021 _ Help Ticket#:

Journal#: Initial/Date:

Revised:10/09/23 Page 01 ty:21 PM

RICHARD JEGANATHAN,INFORMATION TECHNOLOGY MANAGER
SUBJECT: CONSIDER APPROVAL OF AN AGREEMENT FOR ON-CALL GEOGRAPHICAL

INFORMATION SYSTEMS TECHNICIAN STAFFING
RECOMMENDED ACTION:

It is recommended that the City Council approve an agreement with Nobel Systems for on-call Geographical Information Systems (GIS) staff augmentation services; authorize the City Manager to execute the agreement; and authorize a budget transfer.

GOAL STATEMENT
The proposed action supports the City's goal to provide transparent government where everyone in our Upland community can easily participate and engage.

BACKGROUND
Upland has one budgeted full-time GIS Technician position to perform GIS related tasks for all city departments to efficiently track city assets and create relevant reports. The GIS Technician helps keep various maps, including mission critical Police CAD maps,updated.Additionally,the GIS Technician is responsible for updating information to help future utility system planning and ensure GIS data is maintained and quality assurance/quality control is performed on data captured by consultants.

ISSUES AND ANALYSIS
Following the departure of our GIS Technician in September 2022, Staff recruited for a qualified replacement on two separate occasions. Despite our efforts,we have been unable to identify a candidate with the currently approved salary range who fulfills our immediate project requirements. To address this challenge, Staff solicited the services of vendors that provide GIS Technician support. The City received three responses to the solicitation, and after careful evaluation and interviews, it was determined that Nobel Systems best aligns with the city's specific needs. Nobel Systems has demonstrated a commendable track record in providing highly qualified GIS professionals,making them a reliable source for our on-call staffing requirements. Given the urgency of our situation and the importance of maintaining seamless operations, staff propose contracting an on-call GIS Technician from Nobel Systems. Staff believes this approach will effectively bridge the current staffing gap and allow us to maintain project timelines.

ENVIRONMENTAL DETERMINATION
The subject action is an agreement for staff augmentation services and 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
A budget transfer is requested with this agenda item. The budget transfer would move $91,291 from the vacant GIS Technician for the current fiscal year as well as an additional $22,822.75 from a vacant IT Technician for a total of $114,113.75 to contract services accounts in the corresponding funds of the vacancies. There will be a$0 net effect of the budget transfer on all funds.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

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CITY OF UPLAND

AGREEMENT FOR GENERAL SERVICES

1. PARTIES AND DATE
This Agreement for On-call GIS and Staff Augmentation Services ("Agreement") 22' day of January, 2024 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 ("City") and Nobel Systems Inc., a California Corporation with its principal place of business at 1030 Nevada St, Ste 202 Redlands, CA 92374 ("Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

2. RECITALS

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain On Call GIS and Staff Augmentation Services required by City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing On Call GIS and Staff Augmentation Services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the On Call GIS and Staff Augmentation project ("Project") as set forth in this Agreement.

3. TERMS

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services and advice on various issues affecting the decisions of City regarding the Project and on other programs and matters affecting City ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from January 22, 2024 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than one additional one- year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth BB&K(2020) 1 AGREEMENT FOR GENERAL SERVICES

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in Exhibit "A" attached hereto and incorporated herein by reference. The total annual compensation shall vary, subject to City Council approval of the annual budget itemized for On-call GIS and Staff Augmentation Services, including routine monthly services.

3.2.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon.

3.2.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.2.4 Adjustments. Beginning in 2024, upon Contractor's request, Contractor's rates may be adjusted no more than once per year based on the percentage change in the Consumer Price Index-All urban consumers, All Items - (Series ID# CUURS49CSA0) Riverside-San Bernardino - Ontario, CA areas for the twelve (12) month period January through January immediately preceding the adjustments. All such price adjustment requests shall be submitted between March 1st and April 1st. The failure to submit price adjustment requests by April 1st shall waive the Contractor's right to request an adjustment for that year. Upon proper notice, price adjustments shall go into effect on July 1st of the same year. In no event shall the adjustment exceed five percent (5%) in any single year.

3.2.5 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: ( 1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement 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.

3.3 Responsibilities of Contractor.

3.3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee of City. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance
BB&K(2020) 2 AGREEMENT FOR GENERAL SERVICES

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(a) 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.

3.3.2 Schedule of Services/Time for Performance.
(a) Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Rates and Scope of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the skilled personnel required to perform the Services in conformance with such conditions.

In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. (b) Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. 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; (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 services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. 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 a public agency applicable to the services and Agreement.
(c) Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Contractor to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

BB&K(2020) 3 AGREEMENT FOR GENERAL SERVICES

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3.3.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence and experience upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to City, or who are determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by Contractor at the request of City. The key personnel for performance of this Agreement are as follows: June Reyes

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

3.3.6 Contractor's Representative. Contractor hereby designates June Reyes, or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. 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 Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Contractor shall perform, at its own cost and expense and without reimbursement from City, any services necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein, and shall be fully responsible to City for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor's errors and omissions.. Any employee of Contractor or its subcontractors who is determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to BB&K(2020) 4 AGREEMENT FOR GENERAL SERVICES

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City, shall be promptly removed from the Project by Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 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 Project or the Services, 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 Services. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10 Insurance.
(a) Time for Compliance. Contractor shall not commence work under this Agreement 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 Agreement for cause. (b) Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Contractor, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so.
(1) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (2) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (3) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

BB&K(2020) 5 AGREEMENT FOR GENERAL SERVICES

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(c) Insurance Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(1) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Contractor; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Contractor shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10)days shall be allowed for non-payment of premium.
(3) Workers' Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
(d) Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
(e) Waiver of Subrogation. All required insurance coverages shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. (f) Deductibles and Self-Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
(g) Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall BB&K(2020) 6 AGREEMENT FOR GENERAL SERVICES

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not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, 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.
(h) Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
(i) Enforcement of Agreement Provisions (non estoppel). Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
(j) Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. (k) Additional Insurance Provisions
(1) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(2) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
(3) The City may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (4) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(5) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from BB&K(2020) 7 AGREEMENT FOR GENERAL SERVICES

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liability in excess of such coverage, nor shall it limit the Contractor's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(6) Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.
(I) Insurance for Subcontractors. Contractor shall include all subcontractors engaged in any work for Contractor relating to this Agreement as additional insureds under the Contractor's policies, or the Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subcontractor's policies. All policies of Commercial General Liability insurance provided by Contractor's subcontractors performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Contractor shall not allow any subcontractor to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subcontractor's compliance with all insurance requirements under this Agreement, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City.

3.3.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, 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: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wage. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment BB&K(2020) 8 AGREEMENT FOR GENERAL SERVICES

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of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.4.2 Registration/DIR Compliance If the Services are being performed as part of an applicable "public works" or"maintenance" project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1 . Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, 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 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.

3.4.3 Compliance Monitoring. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, 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 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.

3.4.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' 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 Services.

3.5 Termination of Agreement.

3.5.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been fully and adequately rendered to City through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. The rights and BB&K(2020) 9 AGREEMENT FOR GENERAL SERVICES

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remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6 Indemnification.

3.6.1 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 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 Agreement, 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 such loss or damage which is caused by the sole negligence or willful misconduct of the City.

3.6.2 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 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 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 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 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 Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.7 General Provisions.

3.7.1 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement.

All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, BB&K(2020) 10 AGREEMENT FOR GENERAL SERVICES

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data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.
(a) Use of Contractors. Contractor is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor may not provide the services through any independent contractor, subcontractor or subconsultant("Subcontractor(s)") unless approved by the City as set forth in Section 3.7.2 below. Contractor represents and warrants that all personnel who perform the Services on Contractor's behalf are Contractor's employees, and that Contractor complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
(b) Prior Approval Required. Contractor shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Contractor to use a Subcontractor, Contractor shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor's use of further independent contractors, subcontractors or subconsultants without the City's prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

Nobel Services, Inc.

Balaji Kadaba
1030 Nevada St, Ste 202
Redlands, CA 92374
City:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: Information Technology Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

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3.7.5 Attorneys' Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and all costs of such action.

3.7.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended or modified by a writing signed by both Parties.

3.7.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

3.7.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.9 City's Right to Employ Other Contractors. City reserves the right to employ other Contractors in connection with this Project.

3.7.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.11 Assignment or Transfer. shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

3.7.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

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

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3.7.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.17 Prohibited Interests. 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 Agreement. 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 Agreement. Contractor further agrees to file, or shall 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 Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.18 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 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. Contractor shall also comply with all relevant provisions of any minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.7.19 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.21 Employment Adverse to City. Contractor shall notify City, and shall obtain City's written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against City during the term of this Agreement.

3.7.22 Conflict of Employment. Employment by Contractor of personnel currently on the payroll of City shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by Contractor of personnel who have been on City's payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon Contractor securing this or related Agreements with City, is prohibited.

Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination.

BB&K(2020) 13 AGREEMENT FOR GENERAL SERVICES

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SIGNATURE PAGE FOR AGREEMENT FOR GENERAL SERVICES

BETWEEN THE CITY OF UPLAND AND
NOBEL SYSTEMS INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF UPLAND NOBEL SYSTEMS INC.

Approved By:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
Michael Blay
City Manager
Approved as to Form: By:

Its:

Best Best & Krieger LLP Printed Name:

City Attorney
By:

Attested By:

Its:

Printed Name:

City Clerk
BB&K(2020) 14 AGREEMENT FOR GENERAL SERVICES

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EXHIBIT "A"

RATES AND SCOPE OF SERVICES
Rate:

Provide On-Site Support services 2 days each week at a competitive hourly rate of$120.

KICK-OFF MEETING:

Nobel Systems will begin the project with a team kickoff meeting that includes the Nobel Systems project team and all key decision-makers from City.

1. DIGITIZE UTILITY NETWORK FEATURES:

Paper and CAD As-built drawings will be used as source for digitizing features in the Water, Wastewater and Storm networks, using replica Geodatabase.

QA/QC Procedures:

QA/QC tasks are performed at various stages of the conversion.

Initial Quality Control:

Once the data capture and attribution tasks are completed, initial quality checks will be performed to ensure that the features are constructed to check for positional accuracy, with the existing atlas maps and as-built documents.

Checking Graphical Construction:

Upon completion of initial quality control tasks, a series of quality checks will be performed to ensure accurate and complete datasets are generated.

2. EDIT FEATURES AND ANNOTATIONS:

Edit Lines:

Nobel System will, using the ArcGIS Interface, edit the line features as required. The line features over the course of the Database Development Life Cycle may be required to be edited for spatial accuracy.

Edit Points:

The point features of the GeoDatabase will also require editing over the course of the Database Development Life Cycle. The point may require editing spatial and attribute accuracy. Like the line features, Nobel Systems will edit the point feature per the sources provided.

Edit Polygons:

Polygons are features that encapsulate a line or point features physically or symbolically within a GIS database. Polygon features can be tangible features such as encasements or casings.

Edit Annotations:

The annotation feature class is designed for display and map creation purposes. The annotations, according to the Addendum No. 1 to the RFP, the annotations are not currently feature link. Since the GeoDatabase does not have feature linked annotation, the annotation will be required to be edited manually.

Feature-linked annotation is associated with a specific feature in another feature class in the GeoDatabase.

BB&K(2020) 15 EXHIBIT D FEDERAL PROVISIONS

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3. CREATE, DEVELOP AND POPULATE NEW FEATURES:

The addition of new features and feature class are a common occurrence with any GIS Database during the Systems Development Life Cycle (SDLC). During the performed edits, Nobel Systems may run into features that are not currently in the existing GIS. In such cases, Nobel Systems will need to add the feature to the GIS. If Nobel Systems encounters features that are not currently in the GIS, Nobel Systems will inform the City of Upland as to the type of feature encountered.

Checking Attribution:

An on-screen consistency check, as illustrated in below figure will be performed wherein digitized lines will be rendered different colors based on attribute values populated, to check for attribute consistency. This check can be performed based on any attributed value associated with any feature.

Consistency of attribution in all fields that are supposed to be attributed in the features, including `Barcode' and `JobNumber' which are vital for linking the GIS features with as-built drawing/atlas and other documents respectively will be checked using QA/QC toolset. Errors or inconsistencies identified during this QC check will be corrected and verified before moving to the next step.

4. OTHER GIS UPDATES AND MAPPING SUPPORT:

The City of Upland may require support during the life of the contract. Nobel Systems Staff will make their staff available for any required support. The City may require services that are not explicitly covered within the contract. If the City requires additional editing, technical support, or mapping support, Nobel Systems will provide the support required. • Provide Training on GeoViewer Online, Mobile and all other modules to City Staff as and when required.
• GIS Map Creation for Board Meetings and any other projects. • Data Entry in GeoViewer for history Work Orders

FIELD NOTES (REDLINES)
Nobel Systems staff will take care of updating the GIS Data with reference to all the field notes (Redlines) that will be created for Water, Sewer and Storm Facilities through GeoViewer Mobile application. Once the GIS Data is updated with reference to these field notes, the revised data will be updated in GeoViewer Online and Mobile applications.

PROJECT MANAGEMENT AND GIS OVERSIGHT
Nobel's Project Manager will work closely with City staff to ensure all aspects of the project meet critical objectives, milestones, and full compliance with the statement of work. The Project Manager will assist City staff with training, GIS best practices, and provide GIS oversight and guidance. The project manager will be the point of contact and responsible for weekly updates and onsite meetings, as necessary. With his technical knowledge in GIS and in the existing system being used by the City, changes requested by the City staff can be addressed in fast and timely manner on site. He will ensure that the GIS solutions provided meet the highest quality standards and satisfy the City's requirement.

BB&K(2020) 16 EXHIBIT D FEDERAL PROVISIONS

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..t �pl"� CITY FU P LA N D
"The City of Gracious Living"
Stafif(krctilt
C�tIFOB�S
DATE: January 22,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:BRADEN YU,PUBLIC WORKS DIRECTOR

MIKE KITCHEN, SPECIAL FLEET CONSULTANT
SUBJECT: CONSIDER APPROVAL OF A PURCHASE ORDER WITH WEST COAST LIGHTS AND SIREN
RECOMMENDED ACTION:

It is recommended that the City Council approve a purchase order with West Coast Lights and Siren for installation and repair of Police and City vehicle emergency equipment in the amount of$140,000;and authorize the City Manager to execute all necessary documents.

GOAL STATEMENT
The proposed action supports the City's goal of a long-term City-wide fleet replacement and modernization program.

BACKGROUND
The Public Works Fleet Maintenance Division is responsible for purchase, disposal, maintenance and operation of City vehicles and equipment. When the Fleet Division purchases vehicles, they must often be equipped with specialized equipment in order for the vehicle function for its intended purpose.

West Coast Light and Siren has been the primary upfitter for the City of Upland Police Vehicles since 2016. They specialize in upfitting Police and Fire equipment. West Coast lights and Siren is one of the few upfitters on the west coast certified and factory trained by Ford Motor Company on installation and wiring of emergency equipment on Ford vehicles and will not void Ford warranties.They are the primary upfitter for many large agencies including,but not limited to, Honolulu Hawaii, Pasadena, San Bernardino County Sheriff, Riverside County Sheriff, LAPD, San Diego PD,Henderson Nevada,Colton,Ontario PD,and the City of Fontana PD.

On February 27,2023,the City Council approved a purchase order with West Coast Lights and Siren for installation and repair of Policy and City vehicle emergency equipment by piggy-backing on two multi-year contracts with Los Angeles International Airport and the City of Los Angeles.

ISSUES AND ANALYSIS
Staff are recommending exercising the option for a second year of a five (5) year purchase order with West Coast Lights and Siren for installation and repairs of Police and City vehicle emergency equipment by piggy-backing on two multiyear contracts with Los Angeles International Airport and the City of Los Angeles. This procurement process meets the state of California's cooperative purchasing code 6500&6502 and Upland municipal code section 2.48.080 allowing the City to dispense with the bidding procedures when the purchase is beneficial to the interests of the City and is from a supplier who has been awarded a contract resulting from a formal competitive bidding process by another governmental agency.

West Coast Lights and Siren has provided a letter agreeing to honor the hourly rate and pricing under their agreement within the Los Angeles International Airport and City of Los Angeles Master Agreement and will have an opportunity to apply an annual three percent(3%)CPI rate increase.

ENVIRONMENTAL DETERMINATION
The subject action approves a purchase order for the installation and repairs of emergency equipment on Policy and City vehicles.This is not considered a"project"under the California Environmental Quality Act(CEQA)pursuant to Section 15378(b)(4) of the CEQA Guidelines. Under this section, a project does not include the creation of a government funding mechanism or other government fiscal activities,which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

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FISCAL IMPACTS
Sufficient funding is available in Funds 229 and 752 Fiscal Year 2023/24 Operating Budget. No additional appropriations are necessary at this time.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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wE s r wic, .„-asms
LIGHTS & SIRENS 601 columbia Ave Ste A
CAST Riverside Ca 92507
951.779.9257
January 26, 2023
Mitchel Gonzalez: Sales Manager
West Coast Lights & Sirens
601 Columbia Ave. Unit A& B
Riverside, CA 92507
951-779-9257
[email protected]
Mike Kitchen
City of Upland
Special Fleet Consultant
1370 North Benson Ave.

[email protected]
Hello Mr. Kitchen,
West Coast Lights and Sirens will honor our hourly labor rate of$90 an hour for the rest of the 2023 fiscal year. We will honor this pricing under our current contract with Los Angeles Department of Airports No. -4600006454. Under the current contract, each new fiscal year gives us the opportunity to raise our hourly rate by 3%.

Sincerely,
Davq, Olgabz
Danny Gonzalez
President
West Coast Lights & Sirens

Page 3 of 9 ends

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CITY OF LOS ANGELES
City of Los Angeles Purchasing Agent
111E 1S1 STREET ��--;4
ROOM 110 � r
C. ±
LOS ANGELES CA 90012 ;.`' , ::fi
Wit . -
_ ANNUAL REQUIREMENTS CONTRACT
- — Contract Number Description - — __RFQ Number ARC 40 20000000002E 1 PATROL LIGHTS AND SIREN PARTS, } UPFITTJNG, POLICE VEHICLE _
Contract Dates Payment Terms Delivery Days ARO _ fff 08-01-19 to 07-31-20 2% Net 25 120 -1 Central Purchasing Vendor Bill To
Contact: Shane Vongchaisaree I 000046527 City of Los Angeles Phone.(213) 978-3168 1 West Coast Lights& Sirens Supply Svcs Accounts Payable E-mail [email protected] : 601 Columbia Ave, Unit B 555 Ramirez St.. Space 312 Riverside,CA 92507 1 Los Angeles CA 90012 i Extended Description _!
ARC 200000000026
Procurement Analyst. Shane Vongchaisaree Phone Number 213-978-3168 E-mail address: shone [email protected] Fax Number: 213-928-9511 Requirements Contract for "" PARTS, UPFIT1ING FOR POLICE VEHICLE Award No. 200000000026
Payment Terms: 2% N25 Days Delivery: 120 Days ARO REBID of ARC 59562 Renewal Options 9 Option Date 1 =-I--1- Option Date 2 =-I--l-- Option Date 3 = -4-4-- Options Granted 0 Option Dale 4 =-1--1- Option Date 5 =-1-1-- Option Date 6 =-4--I-- Option Date 7= --I--I--Option Date 8=--1--1-Option Date 9 =--1--I-- You are hereby notified of the award of this contract with the City of Los Angeles in accordance with RFB Number 190000910147, to furnish the City's annual requirements for the items and/or services identified in this document. The entire RFQ(including Attachment A and specifications) or any items thereof. addendums, and general conditions comprise the contract. The Quotation document signed by the appropriate contractor and by duly authorized City officials is on tile in the Purchasing Agent's office.

Renewal Period Options _ _ _ —
Option
Effective Date Expiration Date
-----1 --
- 08-01-20 -- -- 07-31-21 --
2 — 08-01-21 - — 07-31-22 — - -1 3 08-D1-22 07-31-23 -----
4 08-01-23 07-31-24 - -
c 08-01-24 07-31-25
r6 08-01-25 - - 07-31-26 - - - i7 08-01-26 - -- 07-31-27
Cg 08-01-27 07-31-28 - -- - a - D8-01-28 07-31-29 - _-
Line Items �_ —_ ._ ._.__ . _-_ _--_- - _ Line Commodity Code CL Description - - - _ UOM - Unit Price Markdown% Markup % tt 94101801 Labor HUR 575.0000
Extended Description: LABOR 10 INSTALL EMERGENCY EQUIPMENT - 12 25000000 Parts from Coban S0.0000 (-)0% ' Extended Description: Parts for lip-Fitting Police Vehicle Only. 7% Mark UP from Price List - _- -
ARC 40 200000000026 1 Pagt

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CITY OF LOS ANGELES
CAL}FOR NJA
TONY M FOY57L'h
DEPARTMENT Or
G£hIEF'tAL SERVIG'ET.

Cr, AGENT / �r FWM frI
I 1f „` Y I Liar hwu SIXRa.

III EAST IN:cr SAME-
i.W AA.c[uo.C+C$S 1
I2.f81 026-vaSb
F"4\P .I;'1171 97a s•M

ERIC GARCETTI
MAYOR
March 2, 2020
West Coast Lights & Sirens
601 Columbia Ave. Unit B
Riverside CA 92507
SUBJECT:CITY OF LOS ANGELES SUPPLY CONTRACT 200000000026 AMENDMENT NO. 2

PATROL LIGHTS AND SIREN PARTS, UPFITTINGPOLICE VEHICLE
The City of Los Angeles hereby exercises Contract Renewal Option Number 1 of 9, in accordance with the Contract terms. The Contract will now expire on 7/31/2021.

No Increases will be granted without prior approval of the City Purchasing Agent. Any increases granted are effective on the date of the City Purchasing Agent's approval.

Contract Purchase Orders will be issued during the contract period for materials or services as required. Supplier shall deliver no goods or services until a City department issues a Contract Purchase Order.

Questions regarding this contract modification shall be directed to Shane Vongchaisaree, Procurement Analyst at 213-978-3168, or via e-mail to shane.vongchaisareealacity.org.

Tony M. Royster Approved as to Form
General Manager and Michael N. Feuer
City Purchasing Agent City Attorney
By: ]fLqJC By- =
5 pply Services Manager Kimbecfly D Miera
Deputy City Attorney

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al or Email Invoices To:_ City of Los Aliuel[S F' r •,r f'(;r ¢1 `r Iii v F.B`CI@ 2r Lri61 s Angel(.s l^.cl;d 41.v4ri DEPAR1 MENT OF AIRPORTS r c a_-,cs e c4,,nts Pay 41 it'
U. Bo\928 C,i I
i,I,g fps. ci r:1;:nnq OU1LINE AGREEMENT
:countsPayable-Invoices�arlawa.org
:r; !BID NO. BTRC N'O 0002309351 tit:1E 06,1Pi2I)2

WEST COAST LIGHTS & SIRENS
601 COLUMBIA AVENUE SUITE E
RIVERSIDE CA 92507
Vendor No• 109198
Item Targ. Qty Unit Material Description Unit Price Extended Price .• . r i .
1 ..

FREIGHT CHARGES: Freight charges that are authorized In the contract must be invoiced by your company and not the freight company that made the delivery. You must include a copy of the freight bill to substantiate freight charges on your invoice for arty freight charge in excess of S75.

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ail or Erna't Invc'ces TG t" Lily'
i rg�cs'v'ti rdl;u;c. . DEPARTMENT OF AIRPORTS i .

Pa yauie
O. Eox 92'52
',r1C)eE i i'. Fri. I\If ;'\4 .I.., [
-,countsPayablp•lnvoices.illawa,ni g
NO lr);:ir;1.- BID NO , ETRC NO. 0010'23.09;351 1"VEST COAST LIGHTS & SIRENS Please deliver 'o
601 COLUMBIA AVENUE SUI'E. t, LAX, LA0.1A
RIVERSIDE CA 921,-) )7 Las Angeles International Airpc•!t 1 1Vurld V a
Vendor No: 109198 I os Anodes CA 90045-5803
Please Include PO Number on Your Invoice
I
N COMPLIANCE M'rITH THE AIlAL.CEE)DOCuf..1ENT:�r •''•III{.II IF- IIER=B.y MAI.1- A i'ARt T CF THIS '.!TIiC`. ITY FURNISH THE.. f L.OVONG 10 Ttu,E DEPARTMENT OF AIRPORTS AS RFQ'.iFSTFr)
- - i
Item Targ. Qty Unit material Description Unit Price Extended Price 00010 40,000 each Vehicle Equip ldaint Yr 1 1.00 40 000.00 00020 -0,000 each Vehicle Equip Maint Yr 2 1.00 20.000.0C 00030 40,000 each Vehicle Equip Maint Yr 3 1 00 -0,000,00 00040 Vehicle Equip Maint Yr '
00050 Vehicle EgL.ip h'ta,nt Yr 2
00060 Vehicle EgL.ip Maint Yr 3
{ EMSt SH L_ INCLUDE. BUT NO EE L11.117 Li i 1 H [IL ESTIMATED T ARGET `.'AWL S 2L.UUri 1_0
11 tO F,k- n• r • - r. .1- r ,. . :1.

DESTINATION •V viithirt 3'. clays P.-
Dar ,} Gnr,rul '"a51 77P C.257
. u .• . .- r,G•22 2i,

BRAZ EL
EPAfilrrLI:TAI PLIRCI,ASFNG AGEF,I - - - GJC:

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Mail or Email Invoices To:I? City of Los Angeles Release PO must be issued before an order is Los Angeles World Airports DEPARTMENT OF AIRPORTS placed and/or goods or services are received.

Accounts Payable
P.O.Box 92882
Los Angeles,CA 90009 OUTLINE AGREEMENT
Or
[email protected]
REQ NO.:10047014 BID NO.: AUTHORITY:4600006454 BTRC NO.: 0002309351 DATE:08/18/2022 WEST COAST LIGHTS & SIRENS Please deliver to: c/a
601 COLUMBIA AVENUE SUITE B LAX, LAWA
RIVERSIDE CA 92507 Los Angeles International Airport 1 World Way
Vendor No: 109198 Los Angeles CA 90045-5803
Please Include PO Number on Your Invoice

IN COMPLIANCE WITH THE ATTACHED DOCUMENT(S)WHICH IS HEREBY MADE A PART OF THIS AUTHORITY,FURNISH THE FOLLOWING TO THE DEPARTMENT OF AIRPORTS AS REQUESTED.

Item Targ.Qty Unit Material Description Unit Price Extended Price 00010 40,000 each Vehicle Equip Maint Yr 1 1.00 40,000.00 00020 40,000 each Vehicle Equip Maint Yr 2 1.00 40,000.00 00030 40.000 each Vehicle Equip Maint Yr 3 1.00 40,000.00 00040 Vehicle Equip Maint Yr 1
00050 Vehicle Equip Maint Yr 2
00060 Vehicle Equip Maint Yr 3
ITEM(S)SHALL INCLUDE,BUT NOT BE LIMITED TO THE ABOVE.

ESTIMATED TARGET VALUE,4 120,000.00
CONTROLLER PERSUANT TO THE CITY CHARTER AND THE ANNUAL BUDGET APPROPRIATIONS OR MODIFIED APPROPRIATIONS MADE FUND:

SUBSEQUENT TO THE BUDGET.THIS IS VALID AUTHORITY TO ISSUE PAYMENT ON THE FUND INDICATED FOB DESTINATION ORDER PLACED WITH: TELEPHONE TERMS:within 30 days Due net DIVISION Danny Gonzalez 951 779 9257
Aupon Police
BUYER CITY ATTORNEY START DATE 08/22/2022

J BRAZIEL

DEPARTMENTAL
/� fg
PURCHASING�AGENNT: END DATE:08/21/2025
FORM 0206013790(REV ES 06114)
PAGE 1

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Mail or Email Invoices To:17 City of Los Angeles Release PO must be issued before an order is Los Angeles World Airports DEPARTMENT OF AIRPORTS placed and/or goods or services are received.

Accounts Payable
P.O.Box 92882
Los Angeles,CA 90009 OUTLINE AGREEMENT
Or
[email protected]
REQ NO.:10047014 BID NO.: AUTHORITY,4600006454 BTRC NO.: 0002309351 DATE:08/18/2022

WEST COAST LIGHTS & SIRENS
601 COLUMBIA AVENUE SUITE B
RIVERSIDE CA 92507
Vendor No: 109198
Item Targ. Oty Unit Material Description Unit Price Extended Price Three Year Contract for Airport Police, Fleet Services for Vehicle Equipment Maintenance Installation, and Replacement of Lights and Sirens Options Granted to Purchase Items Not Listed, $1,000 or Less:

Insurance must be approved and on file with the Department of Airport's Risk Management Division prior to any work being done on airport property.

See Worksheet for Pricing
End User: APD
Bid #:Sole Source
Buyer: Jacques Braziel
Last OA: 460000632'? Dated: 03/06/2022 $: 120, 000.00 FREIGHT CHARGES: Freight charges that are authorized in the contract must be invoiced by your company and not the freight company that made the delivery. You must include a copy of the freight bill to substantiate freight charges on your invoice for any freight charge in excess of$75.

FORM 0206013790(REV, ES 0604)
PAGE 2

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CITY OF LOS ANGELES

CALIFORNIA
TONY M. ROYSTER DEPAHIMENI OF
GENERAL MANAGER Sq GENERAL SERVICES
Arun
CITY PURCHASING AGENT ROOM 701
1 CITY HALL SOUTH
I I 1 EAST FIRST STREET
LOS ANGLES_CA 90012
1213)928 055S
7r;IT FAX Na 12131 928-9515
1 ERIC GARCE"T`1
MAYOR
July 13, 2022
West Coast Lights & Sirens
601 Columbia Ave. Unit B
Riverside CA 92507
SUBJECT:CITY OF LOS ANGELES SUPPLY CONTRACT 200000000026 AMENDMENT NO. 6

PATROL LIGHTS AND SIREN PARTS, UPFITTING, POLICE VEHICLE The City of Los Angeles hereby exercises Contract Renewal Option Number 3 of 9, in accordance with the Contract terms. The Contract will now expire on 7/31/2023.

No increases will be granted without prior approval of the City Purchasing Agent. Any increases granted are effective on the date of the City Purchasing Agent's approval.

Questions regarding this contract modification shall be directed to Shane Vongchaisaree, Procurement Analyst at 213-978-3168, or via e-mail to [email protected].

Tony M. Royster Approved as to Form
General Manager and CL Michael N. Feuer
City Purchasing Agent City Attorney
By: (i3, Q ( o a By_/ 7/ a,
Supply Servicdg Ma ger Kimbeily D Miera
Deputy City Attorney
C"-'0 • AN EQUAL EMPLOYMENT OPPORTUNITY-AFFIRMATIVE ACTION EMPLOYER

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trpl" CITY FUPLAND
"The City of Gracious Living"
Stafif(krctilt
C�tIFOB�S
DATE: January 22,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:BRADEN YU,PUBLIC WORKS DIRECTOR

ALAN FRENCH,PRINCIPAL ENGINEER
SUBJECT: CONSIDER APPROVAL OF AGREEMENTS AND ADOPTION OF A RESOLUTION

RELATED TO THE ACTIVE TRANSPORTATION PLAN PROGRAM
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution approving the Active Transportation Plan(ATP)Program Supplemental Agreement and authorize the City Manager to execute the aforementioned Agreement and future documents and agreements related to the ATP Grant as well as HSIP, SMART,RUSH and other grant programs the City may apply for; and authorize the City Manager to execute the contract with KTUA to prepare the Active Transportation Plan.

GOAL STATEMENT
The proposed action supports the City's goal of pursuing grant funding to supplement local funding sources and exercise prudent fiscal management of the City's General Fund to ensure proper maintenance of facilities.

BACKGROUND
The Active Transportation Program(ATP)is a competitive statewide program created to encourage increased use of active modes of transportation, such as biking and walking. Senate Bill 99 and Assembly Bill 101 created the ATP, and Senate Bill 1 (SB 1) directs additional funding from the Road Maintenance and Rehabilitation Account to the ATP. ATP Cycle 6 is expected to include about $650 million, made up of Federal, State SB1, and State Highway Account(SHA)funding. The funding/programming years include the 23/24,24/25,25/26,and 26/27 fiscal years.

In 2022,the City executed a Master Agreement for State Funded Projects and in September 2023 the State provided the Supplement Agreement which needs to be executed.

In December 2023, the City published an RFP to prepare the ATP on behalf of the City of Upland. The project proposed is to develop an Active Transportation Plan that will evaluate existing conditions; closes critical gaps in pedestrian, bicycle, and transit infrastructure; and prioritizes ATP projects with a specific focus on the City's downtown area bounded primarily by Foothill Boulevard,Grove Avenue,Interstate 10,and Benson Avenue.

ISSUES AND ANALYSIS
The City received notification that funding was approved for the preparation of the ATP and staff proceeded to prepare a Request for Allocation to use only State money for the project. That information was submitted in June 2023 and in September 2023,the City was notified that the money allocation was approved at the August 2023 CTC meeting.

The next step is to execute the Supplemental Agreement and award a contract to a consultant to develop the ATP through data collection, public outreach, and report on findings. It will also include recommendations to mitigate issues and correct deficiencies. After going through the public bid process,this contract is now before the council for approval.

Therefore,the staff is recommending that the Council adopt the Resolution approving the Supplemental Agreement, authorize the City Manager to execute the agreement,and authorize City Manager to execute a contract with KTUA to prepare the Active Transportation Plan(ATP)for$269,862.

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ENVIRONMENTAL DETERMINATION
This action is only for approval of agreements and to prepare an Active Transportation Plan,which is not considered a project under California Environmental Quality Act(CEQA).

FISCAL IMPACTS
No additional appropriations are necessary as budget for the grant funding ($300,000) was approved in November 2023 when the grant was accepted by City Council. There is no fiscal impact on the General Fund as the grant will cover the entire cost of the plan.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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PROGRAM SUPPLEMENT NO. 00000A287 Adv. Project ID Date: September 19, 2023 to 0823000183 Location: 08-SBD-O-UPL
ADMINISTERING AGENCY-STATE AGREEMENT Project Number: ATPL-5147(015) FOR STATE FUNDED PROJECTS NO 08-5147S21 E.A. Number:

Locode: 5147
This Program Supplement, effective 08/16/2023, hereby adopts and incorporates into the Administering Agency-State Agreement No. 08-5147S21 for State Funded Projects which was entered into between the ADMINISTERING AGENCY and the STATE with an effective date of 10/17/2022 and is subject to all the terms and conditions thereof. This PROGRAM SUPPLEMENT is executed in accordance with Article I of the aforementioned Master Agreement under authority of Resolution No. approved by the ADMINISTERING AGENCY on (See copy attached).

The ADMINISTERING AGENCY further stipulates that as a condition to the payment by the State of any funds derived from sources noted below encumbered to this project, Administering Agency accepts and will comply with the Special Covenants and remarks set forth on the following pages.

PROJECT LOCATION: The City of Upland, with specific focus on the City's downtown area TYPE OF WORK: Mobility Master Plan LENGTH: 0.0(MILES) Estimated Cost State Funds Matching Funds STATE $300,000.00 LOCAL OTHER
$300,000.00 $0.00 $0.00
CITY OF UPLAND STATE OF CALIFORNIA
Department of Transportation
By By
Title Chief, Office of Project Implementation Division of Local Assistance
Date
Attest Date
I hereby certify upon my personal knowledge that budgeted funds are available for this encumbrance:

Accounting Officer Date 9/19/2023 $300,000.00 Program Supplement 08--514-A287- SERIAL Page 1 of 4

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08-SBD-O-UPL
ATPL-5147(015)

SPECIAL COVENANTS OR REMARKS

1. A. This PROJECT will be administered in accordance with the applicable CTC STIP guidelines and the Active Transportation Program guidelines as adopted or amended, the Local Assistance Procedures Manual (LAPM), the Local Assistance Program Guidelines (LAPG), and this PROGRAM SUPPLEMENT.

B. This PROJECT is programmed to receive State funds from the Active Transportation Program (ATP). Funding may be provided under one or more components. A component(s) specific fund allocation is required, in addition to other requirements, before reimbursable work can occur for the component(s) identified. Each allocation will be assigned an effective date and identify the amount of funds allocated per component(s).

This PROGRAM SUPPLEMENT has been prepared to allow reimbursement of eligible PROJECT expenditures for the component(s) allocated. Unless otherwise determined, the effective date of the component specific allocation will constitute the start of reimbursable expenditures.

C. STATE and ADMINISTERING AGENCY agree that any additional funds made available by future allocations will be encumbered on this PROJECT by use of a STATE-approved Allocation Letter and STATE Finance Letter. ADMINISTERING AGENCY agrees that STATE funds available for reimbursement will be limited to the amount allocated by the California Transportation Commission (CTC) and/or the STATE.

D. Upon ADMINISTERING AGENCY request, the CTC and/or STATE may approve supplementary allocations, time extensions, and fund transfers between components. Funds transferred between allocated project components retain their original timely use of funds deadlines, but an approved time extension will revise the timely use of funds criteria for the component(s) and allocation(s) requested. Approved supplementary allocations, time extensions, and fund transfers between components made after the execution of this PROGRAM SUPPLEMENT will be documented and considered subject to the terms and conditions thereof.

Documentation will consist of a STATE approved Allocation Letter, Fund Transfer Letter, Time Extension Letter, and Finance Letter, as appropriate.

E. This PROJECT is subject to the timely use of funds provisions enacted by the Active Transportation Program guidelines, as adopted or amended, and by approved CTC and State procedures as outlined below.

Funds allocated for the environmental & permits (E&P), plan specifications & estimate (PS&E), and right-of-way components are available for expenditure until the end of the second fiscal year following the year in which the funds were allocated.

Program Supplement 08--514-A287- SERIAL Page 2 of 4

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08-SBD-O-UPL
ATPL-5147(015)

SPECIAL COVENANTS OR REMARKS
Funds allocated for the construction component are subject to an award deadline and contract completion deadline. ADMINISTERING AGENCY agrees to award the contract within 6 months of the construction fund allocation and to complete and accept the construction within 36 months of award.

F. Award information shall be submitted by the ADMINISTERING AGENCY to the District Local Assistance Engineer immediately after project contract award and prior to the submittal of the ADMINISTERING AGENCY'S first invoice for the construction contract. Failure to do so will cause a delay in the State processing of invoices for the construction phase.

G. The ADMINISTERING AGENCY shall invoice STATE for environmental & permits (E&P), plans specifications & estimate (PS&E), and right-of-way costs no later than 180 days after the end of last eligible fiscal year of expenditure. For construction costs, the ADMINISTERING AGENCY has 180 days after project completion or contract acceptance to make the final payment to the contractor prepare the final Report of Expenditures and final invoice, and submit to STATE for verification and payment.

H. ADMINISTERING AGENCY agrees to submit the final report documents that collectively constitute a "Report of Expenditures" within one hundred eighty (180) days of PROJECT completion. Failure of ADMINISTERING AGENCY to submit a "Final Report of Expenditures" within 180 days of PROJECT completion will result in STATE imposing sanctions upon ADMINISTERING AGENCY in accordance with the current LAPM and the Active Transportation Program (ATP) Guidelines.

I. ADMINISTERING AGENCY indirect costs, as defined in 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirement for Federal Awards, to be claimed must be allocated in accordance with an Indirect Cost Allocation Plan (ICAP), submitted, reviewed, and approved in accordance with Caltrans Audits and Investigations requirements which may be accessed at: www.dot.ca.gov/hq/audits/ .

ADMINISTERING AGENCY agrees to comply with, and require all sub-recipients and project sponsors to comply with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirement for Federal Awards, and all applicable Federal and State laws and regulations.

ADMINISTERING AGENCY agrees, and will assure that its contractors and subcontractors will be obligated to agree, that Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., and all applicable Federal and State laws and regulations, shall be used to determine the allowability of individual PROJECT cost items.

Any Fund expenditures for costs for which ADMINISTERING AGENCY has received Program Supplement 08--514-A287- SERIAL Page 3 of 4

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08-SBD-O-UPL
ATPL-5147(015)

SPECIAL COVENANTS OR REMARKS
payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, or 48 CFR, Chapter 1, Part 3, are subject to repayment by ADMINISTERING AGENCY to STATE. Should ADMINISTERING AGENCY fail to reimburse Funds due STATE within 30 days of demand, or within such other period as may be agreed in writing between the Parties hereto, STATE is authorized to intercept and withhold future payments due ADMINISTERING AGENCY from STATE or any third-party source, including, but not limited to, the State Treasurer, the State Controller, and the California Transportation Commission.

J. By executing this PROGRAM SUPPLEMENT, ADMINISTERING AGENCY agrees to comply with all reporting requirements in accordance with the Active Transportation Program guidelines, as adopted or amended.

K. This PROJECT has received funds from Active Transportation Program (ATP). The ADMINISTERING AGENCY agrees to administer the project in accordance with the CTC Adopted SB1 Accountability and Transparency Guidelines.

2. The ADMINISTERING AGENCY shall construct the PROJECT in accordance with the scope of work presented in the application and approved by the California Transportation Commission. Any changes to the approved PROJECT scope without the prior expressed approval of the California Transportation Commission are ineligible for reimbursement and may result in the entire PROJECT becoming ineligible for reimbursement.

Program Supplement 08--514-A287- SERIAL Page 4 of 4

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA, APPROVING THE ACTIVE

TRANSPORTATION PLAN (ATP) PROGRAM SUPPLEMENTAL

AGREEMENT AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE AGREEMENT AND OTHER AGREEMENTS AS
NEEDED
WHEREAS, the California Department of Transportation (Caltrans) established the Active Transportation Plan (ATP) Program to provide funding for local agencies to increase the use of active modes of transportation, such as biking and walking. Senate Bill 99 and Assembly Bill 101 created the program. ATP Cycle 6 includes Federal, State SB1, and State Highway Account (SHA) funding; and WHEREAS, the purpose of the ATP is to achieve connectivity of pedestrian and bicycle fatalities to encourage their use, including trails, sidewalks bus stops, and bike lanes, used by the public for local traffic, recreation, and commuting; and WHEREAS, the City of Upland is eligible to receive Federal and /or State funding for certain Transportation Projects, through the California Department of Transportation; and
WHEREAS, Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements and/or Fund Transfer Agreements need to be executed with the California Department of Transportation before such funds could be claimed; and WHEREAS, the City wishes to delegate authorization to execute these agreements and any amendments thereto to the City Manager, who shall be authorized to execute all Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements, Fund Transfer Agreements, and any amendments thereto with the California Department of Transportation; and NOW, THEREFORE, the City Council of the City of Upland hereby finds, determines, and resolves as follows:

Section 1. That the City Council hereby approves the Supplemental Agreement.

Section 2. That the City Council hereby authorizes the City Manager to execute the ATP Supplemental Agreement.

Section 3. That the City Council hereby authorizes the City Manager to execute all Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements, Fund Transfer Agreements, and any amendments thereto with the California Department of Transportation and future agreements for other grant programs including but not limited to HSIP, SMART, and RUSH.

Section 4. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result

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

Section 5. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

Section 6. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution 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 Resolution 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 7. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED AND ADOPTED this 22nd day of January 2024.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 22nd day of January 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

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CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of January 22, 2024 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Ktua, a California Corporation, with its principal place of business at 3916 Normal Street, San Diego, CA 92103 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Completion of an Active Transportation Plan or Upland Mobility Master Plan (hereinafter referred to as ATP, UMMP or "the Project").

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the ATP Proposal attached hereto as Exhibit "A".

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services at the rates set forth in Exhibit "B" attached hereto, not to exceed $269,862. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $269,862 (two hundred sixty nine thousand, eight hundred sixty two dollars). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed.

Payments to Consultant for work performed will be made on a monthly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement. In no event shall the total sum of the agreement exceed $296,848 (two hundred ninety six thousand, eight hundred and forty eight dollars). Any additional work in excess of this amount shall be approved by the City Council.
1

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3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

5. Term.

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed").

Consultant shall complete the services required hereunder within 24 months. The Notice to Proceed shall set forth the date of commencement of work.

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, the Consultant is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
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8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

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

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Upland City CouncilJanuary 22, 2024

Upland City Council
January 22, 2024