Upland City Council
April 8, 2024

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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 Shannan Maust, Councilmember -District I Keri Johnson, City Clerk Rudy Zuniga,Councilmember-District 4
Monday, April 8, 2024
Open session begins at 6:00 p.m.

City Council Chamber
460 N. Euclid Avenue, Upland, CA 91786
and 6863 Hamp Lea Road, Magnolia, MS 39652
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 LEGAL COUNSEL - EXISTING

LITIGATION
(Paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Case Name: Jeannette Vagnozzi v. City of Upland
San Bernardino County Superior Court of California Case No.CIVSB2122496

5. INVOCATION
Soheila Azizi, Baha'i Faith of Upland

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS

San Bernardino County and City update presented by Supervisor Curt Hagman Presentation of the Southern California Edison Scholarship award to Upland High School Student, Kevin Gewaid, presented by Melissa Boyd Southern California Edison Government Relations Manager
Proclamation declaring April 26, 2024 as National Arbor Day, accepted by Operations Supervisor/City Arborist Brett Lance

8. CITY ATTORNEY

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

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

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

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

Recommended Action:

Approve the Consent Calendar
a. APPROVAL OF MINUTES 5
Recommended Action:

Approve the Regular Meeting Minutes of March 25, 2024. (Staff Person: Keri Johnson)
b. CONSIDER APPROVAL OF AGREEMENT WITH KEENAN AND ASSOCIATES 9

FOR BENEFIT BROKER SERVICES
CEQA: Not a Project
Recommended Action:

Approve an agreement with Keenan and Associates for Benefit Broker Services and authorize the City Manager to execute the agreement. (Staff Person:

Stephen Parker)
c. CONSIDER ADOPTING A RESOLUTION APPROVING A TRANSFER OF FUND 24

BALANCE TO SECTION 115 TRUSTS AND OTHER CITY COUNCIL

DESIGNATED ACCOUNTS
CEQA: Not a Project
Recommended Action:

Adopt a Resolution approving a transfer of fund balance to Section 115 Trusts and other City Council designated accounts in conjunction with the General Fund Reserve Policy for the fiscal year ended June 30, 2023. (Staff Person: Stephen Parker)
d. SINGLE AUDIT REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2023 34 CEQA: Not a Project
Recommended Action:

Receive and file the Single Audit Report on Federal Award Programs for the Fiscal Year Ended June 30, 2023. (Staff Person: Stephen Parker) e. CONSIDER APPROVAL OF A MAINTENANCE SERVICES AGREEMENT WITH 48 J & S STRIPING INC. FOR ON-CALL SIGNAGE AND STRIPING

INSTALLATION
CEQA: Not a project.

Recommended Action:

Approve a Maintenance Services Agreement with J & S Striping Company, Inc. for On-Call Signage and Striping Installation in an amount not to exceed $150,000 over a three-year term; and authorize the City Manager to execute the agreement and any extensions or amendments under his authority. (Staff Person:

Braden Yu)
f. CONSIDER ADOPTING A RESOLUTION OPPOSING INITIATIVE #21-0042A1, 73 A NOVEMBER 2024 STATEWIDE BALLOT PROPOSITION
CEQA: Not a Project
Recommended Action:

Adopt a Resolution opposing Initiative #21-0042A1 which limits ability of voters and state and local governments to raise revenues for government services, a November 2024 Statewide Ballot Proposition. (Staff Person: Stephen Parker)

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.

13. BUSINESS ITEMS
a. BALDY VIEW DOG PARK IMPROVEMENTS 78
CEQA: Categorically exempt pursuant to Section 15301(c) of the CEQA

guidelines.

Recommended Action:

Consider approval of the recommendations of the Public Works Committee regarding the additive items for the Baldy View Dog Park project. (Staff Person:

Braden Yu)

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, April 22, 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 April 3, 2024 a true and correct copy of this agenda was posted on the bulletin boards at 450 N. Euclid Avenue (Upland Public Library), 460 N. Euclid Avenue (Upland City Hall), 6863 Hamp Lea Road, Magnolia, MS (remote participation location) and the City website at www.uplandca.gov

MINUTES OF THE REGULAR MEETING OF THE UPLAND CITY COUNCIL March 25, 2024
6:00 p.m.

City Council Chamber
City Hall, 460 N. Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Rudy Zuniga
Members Absent: Councilmember Shannan Maust (present for Closed Session) 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 5:00 p.m. in the Council Chamber of the Upland City Hall.

Moved by: Councilmember Breitling
Seconded by: Councilmember Zuniga
Excuse the absence of Councilmember Maust.

Motion: Carried Unanimously with Councilmember Maust absent

2. ADDITIONS-DELETIONS TO AGENDA
None.

3. ORAL COMMUNICATIONS
None.

CLOSED SESSION - 5:00 p.m.

4. CLOSED SESSION
At 5:01 p.m. Mayor Velto announced that the City Council would recess to Closed Session pursuant to Government Code
a. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED

LITIGATION
California Government Code Section 54956.9 (d)(2) - 1 potential case The City Council reconvened in open session at 6:02 p.m.

5. INVOCATION
1

Reverend Jan Chase, Unity Church of Pomona

6. PLEDGE OF ALLEGIANCE
Led by Bob Cable

7. PRESENTATIONS

8. CITY ATTORNEY
City Attorney Deitsch announced the City Council received a report on Closed Session Item 4a and there was no reportable action during Closed Session.

9. ORAL COMMUNICATIONS
Celestyna, Girl Scout Troop 5924, provided information on her Silver Award Project which was a butterfly garden at Magnolia Park. She further provided information on the role of butterflies in the ecosystem and thanked staff, community partners, and Councilmember Breitling for their assistance with the project.

Bob Cable, Upland, thanked the City Council and staff for hosting the Egg-streme egg hunt and announced that the proceeds from the Upland Rotary hosted beer garden at the event would go to their beers for books program.

Natasha Walton, People for Upland Parks, stated that she hoped the City would reconsider the size of the proposed concrete pad south of the Memorial Park ball field to avoid damage to tree roots in that area; and spoke in opposition of a proposed cell tower in Memorial Park.

10. CONSENT CALENDAR
Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
Approve the Consent Calendar
Motion: Carried Unanimously with Councilmember Maust absent a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of March 11, 2024.
b. REVIEW OF THE 2023 HOUSING ELEMENT ANNUAL PROGRESS REPORT

ON IMPLEMENTATION OF THE GENERAL PLAN HOUSING ELEMENT
Receive comments from the public on the 2023 Housing Element Annual Progress Report and direct staff to submit the report to the Governor's Office of Planning and Research and the California Department of Housing and Community Development.
c. TREASURER'S REPORT FEBRUARY 2024
Receive and file the February 2024 Treasurer's Report.
d. CONSIDER APPROVAL OF FEBRUARY WARRANT AND PAYROLL

REGISTERS
2

Approve the February warrant registers (check numbers 46731-47066 and direct disbursements totaling $14,842,697.93) and payroll registers totaling $1,811,907.51 (check numbers 163741-163751 and electronic fund transfers 45812-46389).
e. CONSIDER APPROVAL OF CONTRACT AMENDMENTS EXTENDING

CONTRACTS FOR PER CAPITA PROJECT FUNDING
Approve Amendment No. 1 for two Proposition 68 Per Capita project funding contracts with the State of California - Natural Resources Agency Department of Parks and Recreation; and authorize the City Manager to execute the contracts. f. REJECT ALL BIDS FOR PROJECT NO. 83003, OLIVEDALE PARK

PLAYGROUND EQUIPMENT INSTALLATION
Reject all bids for Project No. 83003, Olivedale Park Playground Equipment Installation and authorize staff to re-advertise the project. g. CONSIDER ADOPTING A RESOLUTION WITHDRAWING FROM MUNICIPAL

INSURANCE COOPERATIVE
Adopt Resolution No. 6765 withdrawing from the Municipal Insurance Cooperative.
h. CONSIDER APPROVAL OF AMENDMENT NO. 2 TO THE GRAFFITI REMOVAL &ABATEMENT SERVICES CONTRACT
Approve Amendment No. 2 to the Professional Service Agreement between the City of Upland and Graffiti Protective Coatings, Inc. for graffiti removal and abatement; increase the contract amount by $86,119.80 for a total contract amount of $410,194.32; and authorize the City Manager to execute the amendment.

11. PUBLIC HEARINGS

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

CONFERENCE ATTENDANCE
Mayor Velto announced a new manager for the Chino Basin Watermaster. b. SPECIAL PUBLIC WORKS COMMITTEE MEETING, MARCH 18, 2024 Chairperson Breitling provided a recap of the meeting.

Councilmember Breitling requested that the Public Works Committee recommendation on the Baldy View Dog Park project be brought back to Council for a final vote, the request was seconded by Councilmember Garcia.

13. BUSINESS ITEMS
a. ESTABLISH AN AD HOC COMMITTEE AND APPOINT MEMBERS
City Clerk Johnson presented the staff report.

Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
3

Establish an ad hoc committee and appoint Mayor Velto and Mayor Pro Tem Breitling to the Committee to serve as the Planning Commissioner interview panel.

Motion: Carried Unanimously with Councilmember Maust absent

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

15. CITY MANAGER
City Manager Blay announced openings on City boards and commissions and announced the 2024 Lemon Festival in June.

16. ADJOURNMENT
Mayor Velto adjourned the meeting at 6:25 p.m. The next regularly scheduled City Council meeting is Monday, April 8, 2024.

Keri Johnson, City Clerk
4

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1. Staff(kr°ill
DATE: April 8,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

TERRY DOYLE,DEPUTY DIRECTOR OF HUMAN RESOURCES/RISK MANAGEMENT SUBJECT: CONSIDER APPROVAL OF AGREEMENT WITH KEENAN AND ASSOCIATES FOR

BENEFIT BROKER SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve an agreement with Keenan and Associates for Benefit Broker Services and authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed action supports the City's policy to be fiscally responsible in providing fair and equitable benefits to its employees.

BACKGROUND
The City has maintained an agreement with Keenan & Associates, a Third-Party Administrator (TPA) for Benefit Broker Services since 2016. The agreement expired on December 31,2023. The renewal agreement is for a one-year period and included in the agreement is an option for the City to elect to extend the agreement for two (2), one(1) year terms with a three percent(3%)increase for each year.

ISSUES AND ANALYSIS
Keenan&Associates negotiates on behalf of the City,with benefit providers for health care benefits provided to City employees. These services include,but are not limited to,assisting the City in administering all group insurance plans; responding to questions from and providing information to staff; researching and advising the City of any new developments in the law and employee benefit programs on an ongoing basis; reviewing claims experience, claim service and claim administration to ensure maximum benefit to the City;and representing the City in all negotiations with providers on all issues including those related to premiums, benefit levels, plan design, and special terms and conditions.

The term of the renewal is for January 1, 2024 through December 31, 2024, with options for two (2) one (1) year extensions. The amendment calls for a 3% increase, which is a 2% decrease from Keenan's last year's rates. The rates for each year should the City exercise the right for each of the extensions would be:
• January 1,2024-December 31,2024: $71,487.00
• January 1,2025—December 31,2025: $73,631.61
• January 1,2026-December 31,2026: $75,840.56

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
The funding for this agreement has been included in the current operating budget. No additional budget appropriation is necessary at this time.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

AGREEMENT

FOR PROFESSIONAL CONSULTANT SERVICES

BENEFIT BROKER
THIS AGREEMENT is made and effective as of January 1, 2024, between the City of Upland, a municipal corporation ("City") and Keenan & Associates ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM. This Agreement shall commence on January 1, 2024, and shall remain and continue in effect until tasks described herein are completed,but in no event later than December 31, 2024, unless sooner terminated pursuant to the provisions of this Agreement. The City may,upon mutual agreement, extend this term for two (2) additional one (1) year terms.

2. SERVICES. Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

3. PERFORMANCE. Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein.

Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.

4. PAYMENT.
a. The City agrees to pay Consultant, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B,Payment Rates and Schedule,attached hereto, based upon actual time spent on the above tasks.Any services provided to Client that are outside of or in addition to those described in Exhibit A shall be subject to additional fees. Any terms in Exhibit B other than the scope of work to be performed, payment rates and schedule of payment, are null and void.
b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein,unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services.

The City Manager may approve additional work up to ten percent (10%) of the amount of this Agreement or fifty thousand dollars ($50,000.00). In no event shall the total, all- inclusive annual sum payable under this Agreement (basic Agreement amount and additional 1 Page 11 of 78

work) exceed fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.
c. Consultant will submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty(30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Consultant's fees it shall give written notice to Consultant within thirty(30) days of receipt of an invoice of any disputed fees set forth on the invoice.

5. SUSPENSION OR TERMINATION OF AGREEMENT
WITHOUT CAUSE.
a. The City may at any time, for any reason,with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days' prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement,such suspension or termination shall not affect or invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed complies with this Agreement. Upon termination of the Agreement pursuant to this Section,the Consultant will submit a final invoice to the City pursuant to Section 4.

6. DEFAULT OF CONSULTANT.
a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and the City may, at its option, terminate this Agreement pursuant to Section 6.b, or immediately by written notice to the Consultant when City deems the default to be material and substantial in nature. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. Subject to the provisions of Section 6.a, if the City Manager or her delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, the City shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this 2 Page12of78

Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

7. REQUIRED RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services.All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents,proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

8. OWNERSHIP OF WORK PRODUCT.
a. Unless otherwise agreed upon in writing, all reports, documents, or other written material,including any images,photographs,video files,websites,object and source codes,digital files, and/or any things, objects, ideas, and/or concepts, regardless of form, created or developed for the City by Consultant in the performance of this Agreement (collectively, "Work Product") shall be and remain the property of City without restriction or limitation upon its use or dissemination by City.All Work Product shall be considered to be "works made for hire", and all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City.

Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. b. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in the City pursuant to subsection (a), above.

C. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the required services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates any federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights 3 Page13of78

and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the required services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and/or the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or(b) modify the Work Product and other deliverables so that they become non- infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement.

9. INDEMNIFICATION.
a. To the maximum extent permitted by law, the Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, elected officials, employees and volunteers ("Indemnitees") from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, and/or liability of any kind or nature which any of the Indemnitees may sustain or incur or which may be imposed upon them,for injury to or death of persons, or damage to property, arising out of Consultant's acts, omissions or willful misconduct, and/or negligent acts or omissions in the performance of professional services, in connection with the performance or non-performance of, this Agreement, except to the extent arising out of the negligence of any Indemnitee.
b. In the event any claim or action is brought against any of the Indemnitees relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

10. INSURANCE REOUIREMENTS. Consultant shall procure and maintain for the duration of this Agreement the insurance described below, protecting against claims and liabilities which may arise out of or in connection with the performance of the services hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. To the extent such claims and liabilities may be indemnifiable and insurable, coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability form No.

CG 00 01 11 85 or 88.
(2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code I (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. 4 Page 14 of 78

(3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees.
(4) Professional Liability (Errors and Omissions) insurance providing professional liability for the Consultant's profession. (5) Cyber Liability providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of City data and personal information; (ii) data breach including theft, destruction, and/or unauthorized use of City data and/or personal information; (iii) identity theft including bank charges assessed; and(iv)violation of privacy rights due to a breach of City data and/or personal information.
b. Minimum Limits of Insurance. Unless otherwise approved in writing by the City'Manager, Consultant shall maintain the required insurance with limits no less than:
(1) Commercial General Liability: One million dollars ($1,000,000) 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 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.
(4) Professional Liability coverage: Two million($2,000,000)per claim and in aggregate.
(5) Cyber Liability: Two million($2,000,000)per occurrence. c. 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 Consultant shall procure 5 Page 15 of 78

a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
(1) The City,its officers,elected officials,employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant;products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
(2) For any claims related to the services herein, the Consultant's insurance coverage shall be primary insurance as respects the 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 Consultant'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 Consultant'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 except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City.
(6) The policies shall be endorsed to waive the right of subrogation.The Consultant waives the right of subrogation.
e. Claims-Made Policies. If the professional liability policy is a"claims-made" policy, then it shall be endorsed to provide an extended reporting period of at least three (3)years. f 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+ 6 Page 16 of 78

g. permitted 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.
h. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The 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 Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications.

11. INDEPENDENT CONTRACTOR.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.
b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries,wages,or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. c. 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. 7 Page 17 of 78

12. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. Consultant is responsible for compliance with the Patient Protection and Affordable Care Act (2010), and City shall not be obligated to provide any health care coverage to Consultant. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

13. RELEASE OF INFORMATION.
a. All information gained by, or otherwise made accessible to, Consultant in performance of this Agreement shall be considered confidential and shall not be released or disclosed by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not, without written authorization from the City Manager or unless requested by the City Attorney, or required by law, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

14. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by(i)personal service, (ii) delivery by a reputable document delivery service, such as but not limited to,Federal Express,that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice.Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. 8 Page 18 of 78

To City: City of Upland
460 North Euclid Avenue
Upland, California 91786
Attention: City Manager
To Consultant: Keenan&Associates
2355 Crenshaw Blvd, Suite 200
Torrance, CA 90501
Attn: Legal Department

15. ASSIGNMENT AND SUBCONTRACTING. The Consultant shall not assign any interest in this Agreement, nor any part thereof, nor any monies due hereunder, or subcontract any required performance, without prior written consent of the City. Any purported assignment or subcontract in violation of this Section shall be void for all purposes.

16. LICENSES.At all times during the term of this Agreement,Consultant shall possess, in full force and effect, all licenses required by law for the performance of the services herein.

17. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Upland.

18. PROHIBITED INTEREST. No officer, or of the City shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's subcontractors for this project, during his/her tenure or for one (1) year thereafter.

The Consultant hereby warrants and represents to the City that no officer or employee of the City has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Consultant or Consultant's subcontractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

19. ENTIRE AGREEMENT. This Agreement, together with Exhibits hereto, each of which is incorporated by reference herein, contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements,understandings,representations, and statements, oral or written,are merged into this Agreement and shall be of no further force or effect. The provisions of this Agreement shall govern in the event of any conflict or inconsistency with the provisions of any Exhibit hereto.

20. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she 9 Page 19 of 78

has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

21. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

22. WAIVER. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

23. CONSTRUCTION. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement,this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

24. RESPONSIBILITY FOR ERRORS. Consultant shall bevsponsiblefor its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as maybe required by the City's representative,regarding any services rendered under this Agreement at no additional cost to City.In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all professional and nonprofessional services necessary to rectify and correct the matter to the sole satisfaction of City, and to participate in any meeting required with regard to the correction.

25. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement,the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party, as determined by the Court.
10 Page 20 of 78

IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF UPLAND CONSULTANT
Michael Blay, City Manager By: Laurie LoFranco, SVP Keenan&Associates
Attested by:

Keri Johnson, City Clerk
Approved as to Form:

Stephen P. Deitsch, City Attorney
Best Best& Krieger LLP

EXHIBIT A

TASKS TO BE PERFORMED
The specific elements (scope of work) of this service include but are not limited to.

1. Assisting the City in administering all group employee benefit insurance plans including:
medical, dental, vision, disability, and voluntary plans (including vetting any vendors).

2. Responding to questions from and providing information to staff and providing other consulting services during the course of the plan year.

3. Researching and advising the City of any new developments in the law and employee benefit programs on an ongoing basis.

4. Reviewing claims experience,claim service,and claim administration to ensure maximum benefit of the City.

5. Determining and recommending the most economical funding methods for the benefit programs.

6. Representing the City in all negotiations with providers on all issues including those related to premiums,benefit levels, plan design and special terms and conditions.

7. Meeting with and providing reports to various City representatives including City Council, City Manager, Human Resources staff and the Benefits Committee.

8. Assisting the City with the implementation and communication of new programs or changes to existing programs which will include attending and presenting information at Open Enrollment meetings.

9. As requested by the City, preparing bid specifications, and soliciting proposals from insurance markets which specialize in group insurance plans as requested. Evaluate bids, and bidders, including administration claim payment procedures, customer service, network, reserve establishment policies, financial soundness, and identify the most cost- beneficial package from among the various bidders. To the extent that soliciting proposals from insurance markets may be requested, City agrees to appoint Keenan as its Broker of Record as may be required by the carriers and/or vendors.

10. Provide COBRA Administration for the City during the length of the contract.

11. Provide an Online Benefits Open Enrollment System for employees.

12. Interface with insurance carriers as needed to assist the City in the resolution of problems associated with the benefits programs.
io

EXHIBIT B

PAYMENT RATES AND SCHEDULE
For January 1, 2024, through December 31, 2024:

Solely with regard to the services described in Exhibit A as they pertain to Kaiser Permanente medical plan ("Kaiser"), City agrees to pay Consultant twelve (12) monthly installments of five thousand nine hundred fifty-seven dollars and twenty-five cents ($5,957.25) commencing January 1, 2024, for a total amount of seventy-one thousand four hundred and eighty seven dollars ($71,487.00) annually ("Kaiser Consulting Fee"). Consultant shall present City with an invoice pursuant to Sections 4 and 5 of this Agreement.

With regard to any other services described in Exhibit A as they pertain to any other plans, coverages, and/or vendors, Consultant shall receive commissions from all insurance carriers and/or other vendors for the placement of insurance coverage. City shall have no responsibility for the payment of any such commission to Consultant. City acknowledges that commissions paid by insurers to Consultant that are directly related to the insurance coverage purchased by City as part of the Plans may impact the pricing that Consultant is able to obtain for City for such coverage.

The City will not be charged for the Online Benefit system,Benefit Bridge, as a member of PACE.

Two (2) Optional One (1)Year Extensions: January 1,2025 through December 31. 2025, and January 1, 2026, through December 31. 2026:

If City chooses to elect the one (1) or two (2) of the one (1)year extensions, a three percent(3%) increase will be automatically added to each extension year as follows:
• Commencing on January 1, 2025, the annual fee will increase to seventy-three thousand, six hundred and thirty-one dollars and sixty-one cents ($73,631.61) and will be billed as six thousand one hundred thirty-five dollars and ninety-seven cents ($6,135.97) monthly; and
• Commencing on January 1, 2026, the annual fee will increase to seventy-five thousand, eight hundred forty dollars and fifty-six cents ($75,840.56) and will be billed as six thousand, three hundred twenty dollars and five cents ($6,320.05)monthly.

All other pricing terms and conditions shall remain the same. 1t

trpl CITY FUPLAND
5, 6 "The City of Gracious Living"
tIFOBS

1. Staff(kr°ill
DATE: April 8,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER
SUBJECT: CONSIDER ADOPTING A RESOLUTION APPROVING A TRANSFER OF FUND BALANCE TO SECTION 115 TRUSTS AND OTHER CITY COUNCIL DESIGNATED

ACCOUNTS
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution approving a transfer of fund balance to Section 115 Trusts and other City Council designated accounts in conjunction with the General Fund Reserve Policy for the fiscal year ended June 30,2023.

GOAL STATEMENT
The proposed action supports the City's goal of providing sound fiscal stewardship for the City of Upland.

BACKGROUND
On June 13, 2022, the City Council adopted Resolution No. 6729 updating the General Fund Reserve Policy in conjunction with the Fiscal Year 2022/23 Budget adoption.

On March 11,2023,the City Council receive and filed the Annual Comprehensive Financial Report(ACFR)for Fiscal Year 22/23 (the period ending June 30,2023).

ISSUES AND ANALYSIS
The City's General Fund Reserve Policy (Reserve Policy) was originally adopted on June 14, 2021, and has been updated annually thereafter in conjunction with the adoption of the annual budget. The Reserve Policy lays out a methodology for allocating any year-end operating surplus to six established reserves.

The FY 22/23 ACFR reflects a$6,371,457 year-end operating surplus.

The attached resolution authorizes transfers to take place in conjunction with the Reserve Policy:
• A transfer of$1,400,000 to the Economic Uncertainty Reserve, as 22.5% of the General Fund operating expenditures has grown with the adjustments in the City's FY 23/24 Mid-Year Budget • 5%of the remaining balance to be transferred to the General Plan Update Reserve($248,573) • 15% of the remaining balance to be transferred to the Building Replacement and Maintenance Reserve ($745,719)
• 30%of the remaining balance to be transferred to the Infrastructure Improvement Reserve($1,491,437) • 40%of the remaining balance to be transferred to the Pension Stabilization Section 115 Trust($1,988,583) • 5%of the remaining balance to be transferred to the OPEB Section 115 Trust($248,573)

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
The attached Resolution calls for transferring undesignated fund balance into six established reserves,including two to external Section 115 Trusts as well as any necessary budget adjustments to effectuate the transfers directed herein.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA APPROVING THE TRANSFER OF
FUND BALANCE TO SECTION 115 TRUSTS AND OTHER

CITY COUNCIL DESIGNATED ACCOUNTS IN CONJUNCTION

WITH THE GENERAL FUND RESERVE POLICY FOR THE
FISCAL YEAR ENDED JUNE 30, 2023
WHEREAS, the City Council adopted Resolution No. 6595 establishing a General Fund Reserve Policy in conjunction with the budget adoption for Fiscal Year 2021-2022 on June 14, 2021; and
WHEREAS, the City Council adopted Resolution No. 6729 updating the General Fund Reserve Policy ("Policy") in conjunction with the adoption of the fiscal year 2023-2024 annual budget; and
WHEREAS, the Policy lays out a methodology for allocating any year-end operating surplus to six established reserves; and
WHEREAS, the FY 2021/22 Annual Comprehensive Financial Report reflected a $30,500,000 payment towards the City's unfunded pension liability, which stemmed from a $20,750,000 investment by the Water and Sewer Funds in a lease agreement of the General Fund and a $10,000,000 draw-down from the City's Section 115 Pension Trust; and
WHEREAS, the recording of the $30,500,000 payment towards the unfunded pension liability as an expense in the General Fund is required according to Governmental Accounting Standards Board Statement No. 54; and WHEREAS, the $10,000,000 payment towards the unfunded pension liability from the City's Section 115 Pension Trust did not adversely affect the General Fund's cash as it came from a separate fund and was recorded in restricted cash; and WHEREAS, the recording of the $20,500,000 payment towards the unfunded pension liability would not have been recorded as an expense in the City's General Fund had the financing of the funds been from an external source instead of a $20,750,000 investment by the Water and Sewer Funds; and WHEREAS, the $20,750,000 the City's General Fund owes the Water and Sewer Funds is not due currently, but will be made in installment payments over 15 years in conjunction with the promissory notes signed by the City of Upland Financing Authority with each fund; and
WHEREAS, despite recording the $30,500,000 payment towards the unfunded pension liability as an expense, resulting in a negative unassigned fund balance in the General Fund, the General Fund's cash has not been adversely affected by the payment; and

Resolution No.

WHEREAS, the FY 2022/23 Annual Comprehensive Financial Report reflects a $6,371,457 year-end operating surplus for the City's General Fund; and WHEREAS, for the reasons detailed above, despite the Unassigned Fund Balance in the General Fund having a deficit balance, the City Council desires to allocate funds relating to Fiscal Year 2022/23 based on the $6,371,457 year-end operating surplus; and
WHEREAS, the City Council desires to reallocate the General Fund Fund Balance and transfer funds to the City's third party Section 115 Trust administrator in conjunction with the General Fund Reserve Policy.

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

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

Section 2. The City Council does hereby approve and direct the following:

1. A funding of the following reserves as follows:

Economic Uncertainty Reserve $ 1,400,000
General Plan Update Reserve $ 248,573
Building Replacement and Maintenance Reserve $ 745,719 Infrastructure Improvement Reserve $ 1,491,437

2. Payments to the City's Section 115 Trust administrator as follows:

Pension Stabilization Section 115 Trust $ 1,988,583
OPEB Section 115 Trust $ 248,573

3. Any necessary adjustments to the budget to reflect the one-time transfers directed herein.

Section 3. 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 in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.

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

Section 5. 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

Resolution No.

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 6. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 8th day of April, 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 8th day of April, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

RESOLUTION NO. 6729

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA APPROVING THE GENERAL FUND
RESERVE POLICY FOR THE 2023-2024 FISCAL YEAR
WHEREAS, the City Manager has caused a budget document to be prepared covering the Fiscal Year (FY) July 1, 2023 through June 30, 2024; and WHEREAS, the City Council held a public budget workshop on the proposed FY 2023-2024 budget on May 25, 2023 and approved and adopted the FY 2023-2024 budget on June 12, 2023; and
WHEREAS, it is essential that governments maintain adequate levels of General Fund Balance to mitigate current and future risk, to ensure stability, and in support of long-term financial planning; and
WHEREAS, the Government Finance Officers Association ("GFOA") recommends at a minimum, that general-purpose governments, regardless of size, maintain unrestricted budgetary fund balance in their general fund of no less than

16.67% (two months) of regular general fund operating revenues or regular general fund operating expenditures; and
WHEREAS, the GFOA further recommends that governments establish a formal policy on the level of Committed Fund Balance which should be maintained in the General Fund; and
WHEREAS, pursuant to Governmental Accounting Standards Board Statement No. 54, an action of the City Council is necessary to commit budget amounts in various funds for the specific purposes they intended; and WHEREAS, the City Council established a General Fund Reserve Policy ("Reserve Policy") on June 14, 2021; and
WHEREAS, the Reserve Policy calls for the appropriate level of reserves to be reviewed and approved by City Council at least every year during the annual budget process; and
WHEREAS, City Staff and City Council have reviewed the Reserve Policy and desire to affirm the policy at this time.

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

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

Section 2. The City Council does hereby approve and adopt the General Fund Reserve Policy attached hereto as Exhibit "A".

Resolution No. 6729

Section 3. 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 in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.

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

Section 5. 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 6. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 12th day of June, 2023. 4� e
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 12th day of June, 2023, by the following vote:

AYES: Mayor Velto, Councilmembers Garcia, Breitling, Maust, Zuniga NOES: None
ABSENT: None
ABSTAINED: None
ATTEST:

Keri Johnson lerk

EXHIBIT A

CITY OF UPLAND

GENERAL FUND RESERVE POLICY
I. GENERAL POLICY/ PURPOSE
The City of Upland provides a wide range of services that impact the public safety and the quality of life of its residents and community members every day. Maintaining adequate reserves is an essential part of sound financial management. The purpose of this policy is to secure the City's financial stability during a changing environment and establish a procedure for the allocation of unrestricted fund balance in the General Fund into adequate committed reserves.

II. PERIODIC REVIEW AND REPORTING
This General Fund Reserve Policy and the appropriate level of reserves are to be reviewed and approved by City Council at least every year during the annual budget process. The Administrative Services Department will continue to monitor reserve and investment balances year-round to maintain healthy reserve levels.

The status of the General Fund Reserve shall be analyzed and estimated by the Administrative Services Department using departmental year-end estimates and reported with the adoption of each year's budget. The actual General Fund Reserve balances shall be reported to the City Council as adjustments to the balances occur, but not less than annually in the agenda report accepting the Annual Comprehensive Financial Report(ACFR).

II1. USE OF RESERVE FUNDS
The following committed reserves are designated by the City in the event of unforeseen expenditures as well as to establish funding for anticipated future expenditures that require ongoing funding for significant future outlays. These committed balances are established by a resolution of the City Council and cannot be changed except by a similar subsequent City Council action. The committed reserves are presented as follows:

A. Economic Uncertainty Reserve
• Purpose: These funds are committed to mitigate annual budget revenue shortfalls as a protection from a fluctuating economy, including financial hardship or downturns in the economy and/or Council-approved expenditures in excess of revenues. • Target Level: The City's target will be 22.5% (rounded to the next $100,000) of the General Fund operating expenditures, exceeding the recommendation of the Government Finance Officers Association (GFOA).
• Events or Conditions Prompting Its Use: This reserve may be utilized as needed to pay outstanding operating expenditures due to budgeted revenue shortfalls. Use shall be prompted by:
o A 5%or greater decrease in property or sales taxes
o Reductions in revenue due to actions by the state/federal government B. Emergency Disaster Contingency Reserve
• Purpose: These funds are committed to mitigate costs of unforeseeable emergencies, such as natural disasters, catastrophic events, or any situation requiring the declaration of an emergency as defined by Upland Municipal Code Section 2.20. • Target Level: $1,000,000.

EXHIBIT A

CITY OF UPLAND

GENERAL FUND RESERVE POLICY
• Events or Conditions Prompting Its Use: This reserve may be utilized to cover unexpected losses experienced by the City as a result of an unplanned, emergency event as described above.

C. General Plan Update Reserve
• Purpose: These funds are committed for the General Plan update, which is required by State law to be updated periodically.
• Target Level: $1,000,000. The budgeted contribution shall be derived from development services related fees. In addition,5%of any operating year-end surplus(after Reserves A and B are fully funded) will be deposited in this reserve until the target level is reached. • Events or Conditions Prompting Its Use: This reserve may be utilized for General Plan expenditures approved by City Council.

D. Building Replacement and Maintenance Reserve
• Purpose: These funds are committed for non-routine maintenance, remodeling, or replacement of key City-owned buildings and are established to provide capital repair and replacement funding as the City's infrastructure deteriorates over its expected useful life. • Target Level: The budgeted contribution shall be at a minimum level of 0.25% of operating expenditures. In addition, 15%of any operating year-end surplus(after Reserves A and B are fully funded) will be deposited in this reserve.
• Events or Conditions Prompting Its Use: This reserve may be utilized for capital projects approved by City Council.

E. Pension Stabilization Reserve
• Purpose: These funds are committed to mitigate volatile annual increases in CaIPERS contribution rates. Funds deposited in this reserve will be remitted to the City's PARS Pension Stabilization Fund Trust and the Other Post-Employment Benefits Trust until City Council determines funds are needed to help offset annual CaIPERS' contributions. • Target Level:
o PARS Pension Stabilization Fund Trust: 40% (45% once Reserve C is fully funded) of any year-end operating surplus (after Reserves A and B are fully funded) will be deposited in this reserve.
o OPEB Trust: 5% of any year-end operating surplus (after Reserves A and B are fully funded)will be deposited in this reserve.
• Events or Conditions Prompting Its Use: The City Council may decide as part of its annual or mid-year budget process to expend some or all of the accumulated Pension Stabilization Reserve Fund balance to pay down accrued unfunded pension or OPEB liability.

F. Infrastructure Improvement Reserve
• Purpose: These funds are committed for non-routine maintenance, construction, or replacement of key City-owned infrastructure assets (e.g., streets, sidewalks, tree trimming, etc.) and are established to provide capital repair and replacement funding as the City's infrastructure deteriorates over its expected useful life. • Target Level: 30%of any year-end operating surplus(after Reserves A and B are fully funded) will be deposited in this reserve.
• Events or Conditions Prompting Its Use: This reserve may be utilized for capital projects approved by City Council.

EXHIBIT A

CITY OF UPLAND

GENERAL FUND RESERVE POLICY
IV. Replenishment of Unreserved Fund Balance
At the end of the year,the Administrative Services Department reports on the audited year-end budgetary fiscal results. Should actual General Fund revenues exceed expenditures, a year-end operating surplus shall be reported. Should the General Fund's Unassigned Fund Balance be in a deficit position due to any long-term internal borrowing, despite being excluded from the ACFR due to compliance with GASB 54, such reserves shall still receive an allocation of year-end operating surplus as elaborated below.

Allocation of any year-end operating surplus will be distributed throughout the five established reserves as follows:
• Reserves A and B have target levels and are prioritized for replenishment in the order they are listed should any reserve be employed or if Reserve A increased as a result of growth in the City's annual operating budget. The City's goal will be to replenish these reserves, if used, within five fiscal years.
• Once reserves A and B attain full funding, the remaining year-end operating surplus shall be distributed to the following reserves:
o 5%to the General Plan Update Reserve, until fully funded (Reserve C) o 15%to the Building Replacement and Maintenance Reserve (Reserve D) o 45%(50%once Reserve C is fully funded)to the Pension Stabilization Reserve (Reserve E) o 30%to the Infrastructure Improvement Reserve (Reserve F)

..t �pl"� CITY FU P LA N D
"The City of Gracious Living"
tI_FO
B�4S1. Staff i
DATE: April 8,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER
SUBJECT: SINGLE AUDIT REPORT FOR THE FISCAL YEAR ENDED JUNE 30,2023 RECOMMENDED ACTION:

It is recommended that the City Council receive and file the Single Audit Report on Federal Award Programs for the Fiscal Year Ended June 30,2023.

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

BACKGROUND
Each year Finance is responsible for the preparation and publication of the City's Annual Comprehensive Financial Report(ACFR) following an independent audit. The ACFR presents a summary of financial position and financial transactions for a fiscal year. A municipality is also subject to a Single Audit. Any City receiving federal recipient award funding that has expended$750,000 in any fiscal year is subject to a Single Audit. The City of Upland expended over$750,000 during FY 2022/23 and was subject to the Single Audit requirement.

On March 11,2023,the City Council received and filed the ACFR and related reports for the fiscal year ended June 30,2023.

ISSUES AND ANALYSIS
The firm of Van Lant&Fankhanel,LLP,Certified Public Accountants(VLF),has conducted an independent audit of the financial statements of the City of Upland for the fiscal year ended June 30,2023 as received and filed by the City Council on March 11,2023. A Single Audit includes a listing of all federal expenditures the City or its subrecipients spent during 2022/23 fiscal year. VLF reviewed those expenditures and the internal controls surrounding them and issued two reports that express opinions in conjunction with the audit and Single Audit.

The first opinion refers to the audit of the City's financial statements and it indicates that the auditors discovered no deficiencies in internal control over financial reporting and compliance and other matters that they consider to be material weaknesses or significant deficiencies. The second opinion refers to the audit of the Single Audit and it indicates that the Schedule of Expenditures of Federal Awards is fairly stated and that in their review of each major federal program they found no material noncompliance and no deficiencies in internal control over compliance that they consider to be material weaknesses or significant deficiencies.

ENVIRONMENTAL DETERMINATION
The proposed action is the receive and file of a financial report 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
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

CITY OF UPLAND
Single Audit Report on
Federal Award Programs
June 30, 2023

CITY OF UPLAND

SINGLE AUDIT REPORT ON FEDERAL AWARD PROGRAMS
Year Ended June 30, 2023

TABLE OF CONTENTS
Page
Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 1 Independent Auditor's Report on Compliance for Each Major Program; Report on Internal Control Over Compliance; and Report on the Schedule of Expenditures of Federal Awards Required by Uniform Guidance 3 Schedule of Expenditures of Federal Awards 6
Notes to the Schedule of Expenditures of Federal Awards 7 Schedule of Findings and Questioned Costs 8
Summary Schedule of Prior Audit Findings 11

Van Lant &
Fankhanel LLP
Certified Public Accountants E-
Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards City Council
City of Upland
Upland, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, business-type activities, each major fund and the aggregate remaining fund information of the City of Upland (City), as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated January 31, 2024.

Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

Van Lant&Fankhanel,LLP
29970 Technology Drive. Suite 105 A
Murneta_ CA 92563
909.85E-6879 1 Page 37 of 78

Compliance and Other Matters
As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. 1C1- 4,t YelMA4071-11 lif
January 31, 2024
2 Page 38 of 78

Van Lant &
Fankhanel LLP
-I Certified Public Accountants E-
Independent Auditor's Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on the Schedule of Expenditures of Federal Awards Required by Uniform Guidance City Council
City of Upland
Upland, California
Report on Compliance for Each Major Federal Program
Opinion on Each Major Federal Program
We have audited the City of Upland's compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the City's major federal programs for the year ended June 30, 2023. The City's major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs.

In our opinion, the City of Upland, complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2023.

Basis for Opinion on Each Major Federal Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor's Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of the City of Upland and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City's compliance with the requirements referred to above.

Van Lant&Fankhanel,LLP
29970 Technology Drive. Suite 105 A
Murneta_ CA 92563
909.85E-6879 3 Page 39 of 78

Responsibilities of Management for Compliance
Management is responsible for compliance with requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the City's federal programs.

Auditor's Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on City's compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about City's compliance with the requirements of each major federal program as a whole.

In performing an audit in accordance with generally accepted auditing standards, Government Auditing Standards, and the Uniform Guidance, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding City's compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • Obtain an understanding of City's internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of City's internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.

Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal 4 Page 40 of 78

program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.

Our consideration of internal control over compliance was for the limited purpose described in the Auditor's Responsibilities for the Audit of Compliance section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies may exist that were not identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose.

Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, business-type activities, each major fund, and the aggregate remaining fund information, of the City of Upland, as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the City's basic financial statements. We issued our report thereon dated January 31, 2024, which contained unmodified opinions on those financial statements. Our audit was performed for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements.

Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated in all material respects in relation to the basic financial statements as a whole. 1‘ -1 r iweithd , 1If
March 28, 2024
Murrieta, CA
5 Page 41 of 78

CITY OF UPLAND

SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
Year Ended June 30, 2023
Federal Program Program Provided
Federal Grantor/Pass-Through ALN Identification Expend- to Sub- Grantor/Program or Cluster Title Number Number itures Recipients U.S Department of Housing and Urban Development
Direct Assistance:

CDBG-Entitlement Grants Cluster
Community Development Block Grant 14.218 B-22-MC-06-0569 $1,049,353 $ 136,625 COVID-19-Community Development Block Grant 14.218 B-20-MW-06-0569 19,069 - COVID-19-Community Development Block Grant 14.218 B-20-MW-06-0569 1,177 349 Total CDBG-Entitlement Grants Cluster 1,069,599 136,974 U.S. Department of Justice
Passed through County of San Bernardino Law&Justice Group:

JAG 2017 16.738 2017DJBX0991 13,719 -
Total Department of Justice 13,719 -
U.S. Department of Transportation
Passed through the California Department of Transportation Office of Traffic Safety.

Highway Safety Cluster
Selective Traffic Enforcement Program 20.600 PT23189 50,589 - Selective Traffic Enforcement Program 20.600 PT22096 13,097 - Total Selective Traffic Enforcement Program 63,686 - National Priority Safety Programs 20.616 MC23008 7,469 - National Priority Safety Programs 20.616 MC22004 3,850 - National Priority Safety Programs 20.616 TR23021 9,500 - Total National Priority Safety Programs 20,819 - Total Highway Safety Cluster 84,505 -
Passed through the California Department of Transportation Office of Traffic Safety:

Minimum Penalties for Repeat Offenders for Driving While Intoxicated 20.608 PT23189 36,844 - Minimum Penalties for Repeat Offenders for Driving While Intoxicated 20.608 PT22096 11,722 - Total Minimum Penalties for Repeat Offenders for Driving While Intoxicated 48,566 - Total Department of Transportation 133,071 - U.S Department of Treasury
Direct Assistance:

COVID-19 Coronavirus State and Local Fiscal Recovery Funds 21.027 N/A 3,121,595 * - Total Department of Treasury 3,121,595 -
U.S Department of Homeland Security
Direct Assistance:

Targeted Violence and Terrorism Prevention Grant Program 97.132 EMW-2021-GR-00081 63,264 - Passed through the San Bernardino County Fire Protection District Office of Emergency Services:

Homeland Security Grant Program 97.067 N/A 21,073 - Total Department of Homeland Security 84,337 - Total Expenditures of Federal Awards $4,422,321 $ 136,974 = Major Program
6 Page 42 of 78

CITY OF UPLAND

NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Year Ended June 30, 2023
1) Basis of Presentation
The accompanying Schedule of Expenditures of Federal Awards (the Schedule) includes the federal award activity of the City of Upland (the City) under programs of the federal government as well as federal financial assistance passed through other government agencies for the year ended June 30, 2023. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of the City, it is not intended to and does not present the financial statements of the City. The City's reporting entity is defined in Note 1 of the notes to the City's financial statements. 2) Summary of Significant Accounting Policies
Expenditures reported on the Schedule are reported using the modified accrual basis of accounting for those grants that were recorded in governmental funds, and on the accrual basis of accounting for those grants that were recorded in proprietary funds. Such expenditures for part of the year are recognized following the cost principles contained in OMB Circular A-87, Cost Principles for State, Local and Indian Tribal Governments and for part of the year contained in Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards wherein certain types of expenditures are not allowable or are limited as to reimbursement. Pass-through entity identifying numbers are presented where available. The City elected not to use the 10% de minimis cost rate as covered in Section 200.414 Indirect (F&A) costs.
3) Major Programs
The City had one major program for the year ended June 30, 2023, consisting of the Coronavirus State and Local Fiscal Recovery Funds which had total disbursements of$3,121,595. This amount calculates to 71% of the total disbursements from federal awards.
4) Subrecipient Expenditures
During the fiscal year ended June 30, 2023, the City made payments to subrecipients which consisted of the following:

Inland Mediation Board - Fair Housing $ 26,000
St. Joseph Church - His Hands Food 18,000
Easter Seals of Southern California 10,109
Inland Mediation Board - Housing Mediation 19,500
Upland Community Resource Center 30,016
Inland Valley Hope Partners 10,000
Pacific Lifeline-Women's Shelter 8,000
Foothill Family Shelter-Stepping Stone 15,349
Total Subrecipients $ 136,974
7 Page 43 of 78

CITY OF UPLAND

SCHEDULE OF FINDINGS AND QUESTIONED COSTS
Year Ended June 30, 2023
SECTION I — SUMMARY OF AUDITOR'S RESULTS
Financial Statements
Type of Auditor's Report Issued: Unmodified Internal Control Over Financial Reporting:

Material Weakness(es) Identified? No
Significant Deficiencies Identified not Considered
to be Material Weaknesses? None reported
Noncompliance Material to Financial Statements Noted? No Federal Awards
Internal Control Over Major Programs:

Material Weakness(es) Identified? No
Significant Deficiencies Identified not Considered
to be Material Weaknesses? None reported
Type of Auditor's Report Issued on Compliance for Major Programs: Unmodified Any Audit Findings Disclosed that are Required to be Reported in Accordance With Uniform Guidance? No
Identification of Major Programs:

ALN Numbers Name of Federal Program or Cluster

21.027 Coronavirus State and Local Fiscal Recovery Funds Dollar Threshold used to Distinguish Between Type A
And Type B Programs: $ 750,000
Auditee Qualified as Low-Risk Auditee? Yes
8 Page 44 of 78

CITY OF UPLAND

SCHEDULE OF FINDINGS AND QUESTIONED COSTS
Year Ended June 30, 2023
SECTION II — FINANCIAL STATEMENT FINDINGS
There were no auditor's findings to be reported in accordance with Government Auditing Standards. 9 Page 45 of 78

CITY OF UPLAND

SCHEDULE OF FINDINGS AND QUESTIONED COSTS
Year Ended June 30, 2023
SECTION III — FEDERAL AWARD FINDINGS AND QUESTIONED COSTS There were no auditor's findings to be reported in accordance with Uniform Guidance. 10 Page 46 of 78

CITY OF UPLAND

SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS
Year Ended June 30, 2023
SECTION II — FINANCIAL STATEMENT FINDINGS
There were no auditor's findings reported in accordance with Government Auditing Standards.

SECTION III — FEDERAL AWARD FINDINGS AND QUESTIONED COSTS There were no auditor's findings to be reported in accordance with the Uniform Guidance. 11 Page 47 of 78

�� �pl"� CITY
UPLAND
„.;
"The City of Gracious Living"
tIFOBS

1. Staff(kr°ill
DATE: April 8,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:BRADEN YU,PUBLIC WORKS DIRECTOR

HARRY PARR,ASSISTANT ENGINEER
SUBJECT: CONSIDER APPROVAL OF A MAINTENANCE SERVICES AGREEMENT WITH J&S STRIPING INC.FOR ON-CALL SIGNAGE AND STRIPING INSTALLATION RECOMMENDED ACTION:

It is recommended that the City Council approve a Maintenance Services Agreement with J& S Striping Company, Inc. for On-Call Signage and Striping Installation in an amount not to exceed$150,000 over a three-year term; and authorize the City Manager to execute the agreement and any extensions or amendments under his authority.

GOAL STATEMENT
The proposed action supports the City's goal of providing reliable, timely, and efficient traffic engineering services for the citizens of the City.

BACKGROUND
On June 12,2023,the City Council adopted the Fiscal Year 2023-2024 Annual Budget which allocated$50,000 from the General Fund to address traffic safety issues by the Land Development and Transportation Division.

The scope of work includes on-call services for installation of new signs, striping,and traffic control devices at times when the Traffic Division identifies a need for these services to improve traffic safety. The contract amount is not to exceed$50,000 per year,for three years.

On February 12,2024,the City Council rejected the single bid that was received for Bid No.24-001 and directed staff to re-advertise the project.

ISSUES AND ANALYSIS
As directed,staff modified the project specifications and re-advertised the project under Bid No.24-002,with the goal of attracting more bidders and getting the best possible value for the City's resources.

A Notice Inviting Bids(NIB)was advertised in the Inland Valley Daily Bulletin on February 19,2024 and February 26, 2024 in accordance with the California Public Contract Code (Section 20164). It was also listed on the City's website and distributed to several local public works contractors.

On March 13,2024,the City received and opened six bids for the project,under Bid No.2024-002(see"Bid Result" Attachment).

It should be noted that because this is an on-call contract,with no certain quantities for any items,staff examined the unit pricing for each individual line item and other factors as described in the proposal to determine the lowest bidder.

The City reviewed all six bid packages and with a majority of the 37-line items being lower than the other bidders, staff confirmed that J&S Striping was determined to be the lowest responsive bidder.

ENVIRONMENTAL DETERMINATION
The proposed action is a maintenance contract for sign and striping installation 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
The annual contract amount of$50,000 was allocated to the Land Development and Transportation Division budget for the current fiscal year in account number 101 5302 5258. If approved,the same amount will also be budgeted for fiscal years 25/26 and 26/27.

ALTERNATIVES

1. Reject all bids and direct staff to re-advertise the project. Due to a successful and competitive bid process, this alternative is not recommended.

2. Provide alternative direction to staff.

CEQA:Not a project.

CITY OF UPLAND

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this eighth day of April, 2024 by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City") and J & S Striping Company, Inc., a California Corporation with its principal place of business at 1544 S Vineyard Ave, Ontario, CA("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 maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing SIGNAGE AND STRIPING INSTALLATION services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that it is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for the ON-CALL SIGNAGE AND STRIPING INSTALLATION 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 the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional SIGNAGE AND STRIPING INSTALLATION maintenance services necessary for the Project ("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 the date of contract execution 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 2 additional one-year terms. Contractor shall complete the Services within the term of this - 1 -

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 Responsibilities of Contractor.

3.2.1 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.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional 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. 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.

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

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

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical 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.

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

3.2.4 City's Representative. The City hereby designates Alan French, Principal Engineer, 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 the City - 2 -

for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee.

3.2.5 Contractor's Representative. Contractor hereby designate Robert Aragon, President, 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 the Contractor for all purposes under this Agreement. The 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.

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

3.2.7 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 professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the 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 the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time").

Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" or"B" attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City's decision, Contractor shall have such remedies as may be provided by law.
- 3 -

3.2.10 Laws and Regulations; Employee/Labor Certifications. 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 the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, 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.

3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections.

3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to -4 -

immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 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.

3.2.10.5 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.

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

3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and - 5-

subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 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.

3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company - 6 -

or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor's and its subcontractors' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended)to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers' Compensation and Employer's Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, - 7-

officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A)coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B)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 directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

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

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, 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, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

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

3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors' policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. - 8 -

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

3.2.12 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, the 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.

3.2.13 Bonds.

3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit"C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The - 9-

surety must be a California-admitted surety with a current A.M. Best's rating no less than A:Vlll and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred 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, 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.

3.2.15 Work Site.

3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances—time or money—will be allowed as to such matters after commencement of the Services.

3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.

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

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

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit"B" attached hereto and incorporated herein by reference. The total compensation shall not exceed FIFTY THOUSAND DOLLARS ($50,000) PER FISCAL YEAR without written approval of City Manager. Extra Work may be authorized, as described below. For purposes of the period ending June 30, 2024, the total maximum ANNUAL COMPENSATION shall be prorated based on the percentage of City's FISCAL YEAR remaining following the date of full execution of this Agreement.

3.3.2 Payment of Compensation. Contractor shall submit to City an itemized statement for each completed task order which indicates work completed and hours of Services rendered by Contractor. The statement shall be based on the cost estimate provided for the task order and describe the amount of Services and supplies provided at the completion of all work included in the task order, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Deductions. City may deduct or withhold, as applicable, from each task order 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.

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

3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. The - 11 -

City Manager may approve Extra Work up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (basic compensation amount and Extra Work)exceed two hundred thousand dollars ($200,000.00). Any Extra Work in excess of this amount shall be approved by the City Council. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.

3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. 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. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any 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 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.

3.3.7 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. - 12 -

3.4 Termination of Agreement.

3.4.1 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 adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data 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.

3.4.3 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.

3.5 General Provisions.

3.5.1 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:

J & S Striping Company, Inc.
1544 S Vineyard Ave
Ontario, CA 91761
Attn: Robert Aragon
City:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: Principal Engineer, Public Works Department
With Copy To:

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

3.5.2 Indemnification.
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3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's Services, the Project or this 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 liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the the sole or active negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City.

3.5.2.2 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 indemnification 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.

3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

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

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

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
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3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 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 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.

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

3.5.10 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.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 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.

3.5.13 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. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this 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.

3.5.14 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. - 15-

3.5.15 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.

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

3.5.17 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 modified by a writing signed by both parties.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR

MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF UPLAND
AND J & S STRIPING COMPANY, INC.

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

CITY OF UPLAND J & S STRIPING COMPANY, INC.

APPROVED BY:

By:

MICHAEL BLAY, Its:

CITY MANAGER PRESIDENT
Printed Name: ROBERT
ATTESTED BY: ARAGON

KERI JOHNSON,
City Clerk By:

Its: VICE

PRESIDENT
APPROVED AS TO FORM:

Printed Name: JUDY
ARAGON
Best Best & Krieger LLP
City Attorney
538211
Contractor's License Number
1000006912
DIR Registration Number
- 17 -

EXHIBIT A

SCOPE OF SERVICES
The full scope of services is detailed in the "Request For Bids" dated December 12, 2023 and is outlined as follows:

From time to time, the successful bidder will be contacted by City Traffic Engineering staff and asked to install or modify signage and striping at multiple locations throughout the City of Upland. The contractor will be given several "Installation Diagrams" detailing the layout and specifications of the new signage and/or striping to be installed, including the removal of any existing signs, markings or striping.

Each batch of work to be performed will be referred to as a Task Order.

The following will be the anticipated procedures for the Task Order for the work to be performed. City staff will work with the selected contractor to mutually agree on the final procedures.
a. The selected contractor shall designate a contact person on behalf of the contractor to coordinate with city staff on work assignments. The work assignments will be issued as Task Order (TO).
b. After city staff issue a Task Order (TO), the contractor will acknowledge the receipt of the TO within two working days and provide their availability to perform the work.
c. It is the responsibility of the contractor to contact city staff to clarify or answer any questions the contractor may have on the Installation Drawings.

Contacts may be made by emails or phone calls.
d. If deemed necessary, the contractor may request a field review with city staff.

Such request may be made prior to the completion of the cost estimate for the TO. The cost for the field review will be considered included in the unit prices for the TO and no extra payments will be made to the contractor. e. The contractor will provide an itemized cost estimate within three (3) working days after the acknowledgement of the receipt of the TO. The cost estimate shall be based on the unit costs provided in the bids. Occasionally, certain items will not be specifically established in the fee schedule. For those items, the contractor will submit actual costs and be allowed a set mark-up as established in the basic contract.
f. Upon request, the Contractor or his representative will walk the project with the City representative, or the traffic engineer, for the purpose of determining compliance with the Specifications or to discuss required work. The Contractor's representative shall be authorized to sign documents and effect changes to the job.
g. After the receipt of the cost estimate, city staff will approve/disapprove the cost estimate within 3 working days. Each Task Order shall be valued at no less than $2,500. If the cost estimate is less than $2500, then the City may either add additional work to the Task Order, or agree to the minimum value of $2500.

EXHIBIT A

h. If the cost estimate is approved, the TO will then be scheduled by mutual agreement and be completed within the time agreed upon for each specific item of work.
i. Failure to promptly respond or to complete the work in a timely manner shall give cause for termination of this agreement at the City's sole discretion. j. The contractor will be required to cat-track any striping, mark the locations of pavement markings and signs, and confirm with city staff prior to installation.

The cost for the field review will be considered included in the unit prices for the cost estimate for the TO and no extra payments will be made to the contractor.
k. At the completion of each task order, the City representative shall inspect the work and sign off the installation drawing, indicating approval of the Contractor's work. A copy of the signed record drawing will be provided to the Contractor for record-keeping.

I. It is the responsibility of the contractor to arrange for Dig Alert services to confirm that new sign locations have no utility conflicts.

EXHIBIT A

EXHIBIT B

SCHEDULE OF SERVICES
***Prices are valid until 06/30/2026***
Each call-out shall be a minimum value of$2500
ITEM ITEM DESCRIPTION UNIT PER
NUMBER COST
1 Install Raised Pavement Markers type D, G and H $3.95 EA 2 Removal of Raised Pavement Markers $1.25 EA 3 Removal of Thermoplasctic 200 s.f. or less $3.65 SQFT 4 Removal of Thermoplastic above 200 s.f. $1.35 SQFT 5 Removal of Paint 200 s.f. or less $3.65 SQFT 6 Removal of Paint above 200 s.f. $1.35 SQFT
7 Thermoplastic Arrow Markings $3.85 SQFT
8 Thermoplastic 12" Crosswalk (White/Yellow) lines $3.65 SQFT 9 Thermoplastic 12" Limit line $3.65 LF
10 Thermoplastic Striping Two Way Left Turn Detail 31 LF both sides $1.89
11 Thermoplastic Stop, Stop Ahead, Signal Ahead and SQFT RXR Legends $3.85
12 Thermoplastic Numeral Legends $3.85 SQFT 13 Thermoplastic Striping Double Yellow Detail 21 $0.89 LF 14 Thermoplastic Striping 4" Skip Detail 8 $0.35 LF 15 Thermoplastic Striping 4" Right Edge Line Detail 27B $0.45 LF 16 Thermoplastic striping 6" Bike Lane Line Detail 39 $0.65 LF 17 Thermoplastic Striping 8" Solid White Detail 38A $0.85 LF 18 Thermoplastic Yellow SCHOOL, SLOW SCHOOL SQFT XING Legends $3.85

EXHIBIT B

19 Paint, Stop, Stop Ahead, Signal Ahead and RXR SQFT legends $1.65
20 Paint Arrow Pavement Markings $1.65 SQFT 21 Paint Numeral Pavement Legends $1.65 SQFT
22 Paint 12" Crosswalk (White/Yellow) Lines $1.25 SQFT 23 Paint 12" Limit Line $1.25 LF
24 Paint Striping Two Way Left Turn Detail 31 (both sides) $0.24 LF 25 Paint Striping Double Yellow Detail 21 $0.14 LF 26 Paint Striping 4" White Broken (17/7) Detail 8 $0.08 LF 27 Paint Striping 4" Solid Right Edge Line Detail 27B $0.09 LF 28 Paint Striping 6" Bike Lane Detail 39 $0.12 LF 29 Paint Striping 8" Solid White Detail 38A $0.13 LF 30 Paint Yellow SCHOOL, SLOW SCHOOL XING SQFT
Legends $1.65
31 Paint curb — Red, Yellow, or White Paint $0.98 LF 32 # 20 F-12, 2 x 12" Square Tube Metal Sign Post Pre EA Drilled $165.00
33 #25 K125 2.4 Heavy Duty Pre Drilled Anchor $65.00 EA 34 Signs ranging from 12x18" to 24x24" - Furnish and EA Install $50.60
35 Signs Ranging from 24x30" to 30x30" - Furnish and EA Install $63.25
36 Signs Ranging from 36x36" to 36x48" - Furnish and EA Install $202.40
37 Contractor Mark-up percentage for pass-through costs % (For special items not included on this schedule) 25.00%

EXHIBIT B

EXHIBIT C
Both a Performance Bond and a Payment Bond are required to be obtained by Contractor and provided to City in a form and substance approved by City.

Bid No. 24-002: On-Call Signage and Striping Installation City of Upland Bid Results Public Works Department
Land Development and Transportation Division
"Experience and "Exceptions to
Number of "Item Pricing" Reference Check" Agreement" Contractor "Low Items" Score out of 70 Score out of 20 Score out of 10 Total Score Ranking STERHDAHL ENTERPRISES 0 0 20 10 30 6 SUPERIOR PAVEMENT MARKINGS 4 11 20 10 41 4 SAFE USA INC 5 13 19 10 42 2 PCI 3 8 20 10 38 5 J&S STRIPING 26 70 20 10 100 1 CAT TRACKING INC 5 13 18 10 41 3 Bids Reviewed by: Harry Parr

..t �pl"� CITY FU P LA N D
"The City of Gracious Living"
tIFOBS

1. Staff(kr°ill
DATE: April 8,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER
SUBJECT: CONSIDER ADOPTING A RESOLUTION OPPOSING INITIATIVE#21-0042A1,A NOVEMBER 2024 STATEWIDE BALLOT PROPOSITION
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution opposing Initiative#21-0042A1 which limits ability of voters and state and local governments to raise revenues for government services,a November 2024 Statewide Ballot Proposition.

GOAL STATEMENT
The proposed action supports the City's goal of practicing sound fiscal management by developing long-term funding plans.

BACKGROUND
On February 1,2023,the California Secretary of State announced via press release that an initiative became eligible for the November 5,2024,General Election ballot and that the Secretary of State will certify the initiative as qualified for the ballot on June 27, 2024 unless it is withdrawn by the proponent prior to certification pursuant to Elections Code section 9604(b).

The Attorney General's official title is"Limits Ability of Voters and State and Local Governments to Raise Revenues for Government Services", and the summary of the measure can be found attached to this staff report. The Secretary of State's tracking number for this measure is 1935 and the Attorney General's tracking number is 21-0042A1.

ISSUES AND ANALYSIS
Initiative#21-0042A1 is a November 2024 statewide ballot proposition. The measure is a significant threat to local control and voters'rights that could jeopardize funding for vital services.

This measure creates new constitutional loopholes that allow corporations to pay far less than their fair share for the impacts they have on our communities,which could force residents and taxpayers to pay more to maintain services.

The measure puts billions of dollars currently dedicated to local services at risk, and could force cuts to fire and emergency response,law enforcement,services to support parks,and much more.

The measure is also an attack on voters'rights,containing undemocratic provisions that would make it more difficult for local voters to pass measures to fund local services,provisions that retroactively cancel measures recently passed by voters,and provisions that prevent voters from passing advisory measures that provide direction on how they want their local tax dollars spent.

Furthermore, the measure contains intentionally vague and restrictive language that will encourage hundreds of frivolous lawsuits against cities and local governments - costing taxpayers millions and blocking investments, development and long-term planning.

ENVIRONMENTAL DETERMINATION
The proposed action is opposition to a ballot measure 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
Unknown at this time but has the potential to significantly limit the city's ability to raise revenue in the future.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UPLAND, CALIFORNIA OPPOSING INITIATIVE #21-0042A1 "LIMITS ABILITY OF

VOTERS AND STATE AND LOCAL GOVERNMENTS TO RAISE REVENUES FOR GOVERNMENT SERVICES"
WHEREAS, on February 1, 2023, the California Secretary of State announced that an initiative became eligible for the November 5, 2024, General Election ballot; and
WHEREAS, on June 27, 2024, the Secretary of State will certify the initiative as qualified for the November 5, 2024, General Election ballot, unless it is withdrawn by the proponent prior to certification pursuant to Elections Code section 9604(b); and
WHEREAS, the California Attorney General's official title of the measure is "Limits Ability of Voters and State and Local Governments to Raise Revenues for Government Services" ("the Measure"); and
WHEREAS, an association representing California's wealthiest corporations is spending tens of millions of dollars to promote the Measure, which includes deceptive language and is currently eligible for the November 2024 statewide ballot; and WHEREAS, the Measure creates constitutional loopholes that allow corporations to pay far less than their fair share for the impacts they have on our communities, which could force residents and taxpayers to pay more to maintain services; and
WHEREAS, the Measure threatens billions of dollars every year in local government funding for services like fire and emergency response, law enforcement, affordable housing, services to support homeless residents, mental health services, and more; and
WHEREAS, the Measure is an attack on voters' rights, containing undemocratic provisions that would make it more difficult for local voters to pass measures to fund services, provisions that retroactively cancel measures recently passed by voters, and provisions that prevent voters from passing advisory measures that provide direction on how they want their local tax dollars spent; and WHEREAS, the Measure contains intentionally restrictive language that will encourage hundreds of frivolous lawsuits against cities and local governments - costing taxpayers many millions and stopping investments in vital local services; and WHEREAS, the Measure would make it much more difficult for state and local regulators to issue fines and levies on corporations that violate laws intended to protect our environment, public health and safety, and our neighborhoods; and WHEREAS, the Measure is opposed by hundreds of local governments, teachers, firefighters, working families, and local elected officials.

Resolution No.

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

Section 1. The above recitals are true and correct.

Section 2. The City Council hereby resolves to oppose Initiative #21- 0042A1.

Section 3. The City Council directs staff to have the City of Upland join the "Stop the Corporate Tax Trick" coalition, a growing coalition of public safety, education, labor, local government, and infrastructure groups throughout the state.

Section 4. The City Council directs the City Clerk to email a copy of this adopted Resolution to the League of California Cities at [email protected].

Section 5. 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 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 6. Effective Date. This Resolution shall become effective immediately.

Section 7. Certification. The City Clerk shall certify the adoption of this Resolution and enter it into the book of original resolutions.

PASSED, APPROVED and ADOPTED this 8th day of April, 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 8th day of April, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

The Attorney General's official title and summary of the measure is as follows:

LIMITS ABILITY OF VOTERS AND STATE AND LOCAL GOVERNMENTS TO RAISE REVENUES FOR GOVERNMENT SERVICES. INITIATIVE CONSTITUTIONAL AMENDMENT. For new or increased state taxes currently enacted by two-thirds vote of Legislature, also requires statewide election and majority voter approval.

Limits voters' ability to pass voter-proposed local special taxes by raising vote requirement to two-thirds. Eliminates voters' ability to advise how to spend revenues from proposed general tax on same ballot as the proposed tax. Expands definition of"taxes" to include certain regulatory fees, broadening application of tax approval requirements. Requires Legislature or local governing body set certain other fees. Summary of estimate by Legislative Analyst and Director of Finance of fiscal impact on state and local governments: Lower annual state and local revenues, potentially substantially lower, depending on future actions of the Legislature, local governing bodies,voters, and the courts. (21-0042A1.)

4,a trpl CITY
UPLAND
„.;
"The City of Gracious Living"
tIFOBS

1. Staff(kr°ill
DATE: April 8,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:BRADEN YU,PUBLIC WORKS DIRECTOR

KIRK SWANNER,ASSOCIATE ENGINEER
SUBJECT: CONSIDER APPROVAL OF THE PUBLIC WORKS COMMITTEE'S RECOMMENDATIONS

FOR BALDY VIEW DOG PARK IMPROVEMENTS
RECOMMENDED ACTION:

It is recommended that the City Council consider approval of the recommendations of the Public Works Committee regarding the additive items for the Baldy View Dog Park project.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining and improving the City's public park facilities.

BACKGROUND
On February 26,2024,the City Council awarded a construction contract to Green Giant Landscape,Inc.in the amount of$1,372,019 (Base bid amount of$1,194,419 plus additive alternate bid items Al, A2, and A3 of$177,600); approved a construction contingency in the amount of$227,981, for a total amount of$1,600,000. In addition, the City Council directed staff to present the additive items Al,A2, and A3 to the Public Works Committee for review and consideration of possible changes.

On March 18, 2024, a Special Public Works Committee meeting was held to discuss the additive bid items: Al- Adirondack Chairs, A2-Picnic Tables and A3-Walking Path. After discussion the Public Works Committee recommended removing additive item Al entirely(two Adirondack chairs);increasing additive item A2(two concrete tables,for a total of 12 tables)by utilizing the saving from the removal of item Al;and maintaining additive item A3 (concrete walking path)as is shown on the plans.

On March 25, 2024, the City Council requested bringing the recommendations back to the City Council for a final vote.

ISSUES AND ANALYSIS
Public Works will be presenting the Public Works Committee recommendations for review and discussion by the Council for a final vote.

ENVIRONMENTAL DETERMINATION
The Project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), and the State CEQA Guidelines, and determined to be categorically exempt from further environmental review pursuant to Section 15301(c)(Existing Facilities),of the CEQA guidelines.The project involves repair and maintenance of existing public facilities and does not involve expansion of use beyond that which is existing.The City filed the Notice of Exemption with the County of San Bernardino on September 6,2022.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Categorically exempt pursuant to Section 15301(c)of the CEQA guidelines.