Agenda packet, joint meeting — Upland City Council, September 23, 2024 (part 1 of 7)

ILibt
N•.
. CI UPLAND
t:
, "Fhe Cary of Graciou.ti 1.1inng '

EETING OF THE CITY COUNCIL
!.:71fdtePteA/
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, September 23, 2024
Open session begins at 6:00 p.m.

Council Chamber

JOINT MEETING OF THE UPLAND CITY COUNCIL, THE SUCCESSOR AGENCY TO THE UPLAND

COMMUNITY REDEVELOPMENT AGENCY, THE UPLAND PUBLIC FINANCING AUTHORITY, AND THE

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

City of Upland Mission Statement
The City of Upland is committed to delivering superior services that meet community needs with transparency and integrity.

City of Upland Vision Statement
Upland is a safe community with historic character where residents enjoy a high quality of life.

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 PUBLIC EMPLOYEE PERFORMANCE EVALUATION Government Code Section 54957
Title: City Manager
b. CLOSED SESSION CONFERENCE WITH LABOR NEGOTIATORS

Government Code Section 54957.6
City Designated Representatives: Mayor Bill Velto and City Attorney Stephen Deitsch
Unrepresented Employee: City Manager

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

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS
Presentation of the Proclamation recognizing the 125th anniversary of First United Methodist Church
Recognition of Upland Foothill Little League for an outstanding spring 2024 season including the Alan Fitzgerald Sportsmanship Award and All-Star Tournament Banners for each division

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.

CAMPAIGN CONTRIBUTION DISCLOSURE: Pursuant Gov. Code § 84308, any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $250 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made.

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

Calendar for separate action.

Recommended Action:

Approve the Consent Calendar
a. APPROVAL OF MINUTES 7
Recommended Action:

Approve the Special Workshop Minutes of September 9, 2024 and the Regular Meeting Minutes of September 9, 2024. (Staff Person: Keri Johnson) b. CONSIDER APPROVAL OF AUGUST WARRANT AND PAYROLL REGISTERS 14 CEQA: Not a Project.

Recommended Action:

Approve the August warrant registers (check numbers 49308 — 49747 and direct disbursements totaling $14,725,905.36) and payroll registers totaling $1,914,877.72 (check numbers 163963 — 163979 and electronic fund transfers 49446 — 50013). (Staff Person: Stephen Parker)
c. CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT 26 WITH ROBERT HALF INC.

CEQA: Not a Project.

Recommended Action:

Approve a professional services agreement with Robert Half International, Inc. for $150,000 to provide the City with staff augmentation services; and authorize the City Manager to execute the agreement. (Staff Person: Stephen Parker) d. CONSIDER ADOPTING RESOLUTIONS AUTHORIZING THE INVESTMENT OF 42

MONIES IN THE LOCAL AGENCY INVESTMENT FUND
CEQA: Not a Project
Recommended Action:

The City Council, for itself and acting as the legislative body the Successor Agency to the Upland Community Redevelopment Agency, the Upland Public Financing Authority, and the City of Upland Financing Authority adopt resolutions authorizing the investment of monies in the Local Agency Investment Fund and establishing positions authorized to invest monies in the Local Agency Investment Fund. (Staff Person: Stephen Parker)
e. CONSIDER ACCEPTANCE OF BOARD OF SUPERVISORS DISCRETIONARY 52

FUND ALLOCATION FROM SUPERVISOR ARMENDAREZ FOR ECONOMIC

DEVELOPMENT AND INFLATION REDUCTION PROJECT
CEQA: Not a Project.

Recommended Action:

Accept $350,000 in funding from the County of San Bernardino through Supervisor Armendarez allocations of the Board of Supervisors Discretionary Fund — District Specific Priorities Program for an economic development and inflation reduction project; and authorize the City Manager to execute the agreement. (Staff Person: Stephen Parker)

f. CONSIDER APPROVAL OF AMENDMENT NO. 1 TO THE PROFESSIONAL 71

SERVICES AGREEMENT WITH WATERWORKFORCE
CEQA: Not a Project.

Recommended Action:

Approve Amendment No. 1 to update the exhibits related to the WaterWorkforce contract that was approved on August 12, 2024 and authorize the City Manager to execute the amendment. (Staff Person: Chris Alanis)
g. CONSIDER APPROVAL OF PURCHASE AGREEMENT FOR 12.5 % SODIUM 97

HYPOCHLORITE FOR WATER TREATMENT FACILITIES
CEQA: Not a Project.

Recommended Action:

Approve an agreement with Hasa Inc. for the purchase of 12.5% sodium hypochlorite for use in the City's water treatment facilities; and authorize the City Manager to execute the agreement. (Staff Person: Chris Alanis) h. CONSIDER ADOPTING RESOLUTION AUTHORIZING THE SUBMISSION OF 157

HOUSEHOLD HAZARDOUS WASTE GRANT APPLICATIONS TO

CALRECYCLE
CEQA: Not a Project.

Recommended Action:

Approve and authorize the submission of a grant application to the California Department of Resource Recycling and Recovery (CalRecycle) for the Small and Large Project discretionary fund Grants starting with HD43 Cycle and any future Cycles; and adopt a Resolution, as required by CalRecycle, authorizing the submittal of Household Hazardous Waste applications to the Department of resources Recycling and Recovery. (Staff Person: Chris Alanis) i. CONSIDER APPROVAL OF THE PURCHASE OF HYDRO EXCAVATOR 163

WATER TRUCK
CEQA: Not a Project.

Recommended Action:

Approve the purchase of a new 2024 Truvac Hydro-Excavator Water Truck with a 12 cubic yard debris tank from Haaker Equipment Company in the amount of $704,008.33; and authorize the City Manager to finalize the purchase of the vehicle. (Staff Person: Chris Alanis)
j. CONSIDER APPROVAL OF THE PURCHASE OF PUBLIC WORKS 167

OPERATIONS AND WATER VEHICLES
CEQA: Not a Project.

Recommended Action:

Deem the bid received by MK Smith Chevrolet as non-responsive, approve the purchase of two (2) 2024 Public Works Operations Chevrolet Colorado trucks and two (2) Water Department Chevrolet Colorado trucks from Mountain View Chevrolet in the amount of $151,832.36; and authorize the City Manager to execute all necessary documents for the purchase of the vehicles. (Staff Person:

Chris Alanis)
k. CONSIDER APPROVAL OF A MAINTENANCE SERVICES AGREEMENT FOR 169

ON-CALL STRIPING SERVICES
CEQA: Determined to be categorically exempt from further environmental review pursuant to Section 15301(c) (Existing Facilities), of the CEQA guidelines.

Recommended Action:

Approve a Maintenance Services Agreement with Safe USA, Inc for On-Call Striping Services Agreement; and authorize the City Manager to execute the agreement. (Staff Person: Chris Alanis)
I. CONSIDER AWARD OF BID FOR PROJECT NO. 9137, 9138 & 82341, 194

STANDBY GENERATOR INSTALLATION AND REPLACEMENT PROJECT (BID NO. 2024-07)
CEQA: Categorically Exempt from further environmental review pursuant to Section 15301(c) (Existing Facilities). The City filed the Notice of Exemption with the County of San Bernardino on July 8, 2024.

Recommended Action:

Approve the plans and specifications for Project No. 9137, 9138 & 82341 , Standby Generator Installation and Replacement Project, deem the bid from High Volt Electric as non-responsive, award a construction contract to Proterra Builders, Inc. in the amount of $1 ,175,000, and approve a construction contingency in the amount of $117,500 for a total contract amount of$1,292,500; and authorize the City Manager to execute the agreement. Additionally, authorize a transfer of$50,000 from the Infrastructure Improvement Reserve to the General Capital Project Fund and appropriate the funds to be used towards the project. (Staff Person: Chris Alanis)

11. PUBLIC HEARINGS
a. CONSIDER APPROVAL OF GENERAL PLAN AMENDMENT NO. GPA-24-0002 200 FOR THE RE-ADOPTION OF THE 2021-2029 HOUSING ELEMENT
CEQA: Determine to be Exempt.

Recommended Action:

The City Council will conduct a public hearing to consider General Plan Update 24-0002 for re-adoption of the 2021-2029 Housing Element Update to the Upland General Plan. (Staff Person: Robert Dalquest)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Find that GPA 24-0002 is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3), Section 15162(a) and Section 15283 of the CEQA Guidelines

5. Adopt a Resolution approving General Plan Amendment No. GPA-24- 0002, approving the 2021-2029 Housing Element Update

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. CONSIDERATION OF A RESOLUTION ESTABLISHING A MEASURE N 716

CITIZENS' OVERSIGHT COMMITTEE
CEQA: Not a Project.

Recommended Action:

Consider adopting a Resolution establishing a Measure N Citizens' Oversight Committee and adopting operational guidelines for said committee. (Staff Person:

KeriJohnson)

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, October 14, 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 September 18, 2024 a true and correct copy of this agenda was posted on the bulletin boards at 450 N. Euclid Avenue (Upland Public Library) and 460 N. Euclid Avenue (Upland City Hall), and the City website at www.uplandca.gov

MINUTES OF THE SPECIAL MEETING OF THE UPLAND CITY COUNCIL September 9, 2024
4:00 p.m.

SPECIAL WORKSHOP
City Council
Council Chamber
City Hall, 460 N Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga
Staff Present: City Manager Michael Blay, City Attorney Stephen P. Deitsch, City Clerk Keri Johnson

1. CALL TO ORDER AND ROLL CALL
The special meeting of the Upland City Council was called to order by Mayor Bill Velto at 4:00 p.m. in the Council Chamber of the Upland City Hall.

2. ORAL COMMUNICATIONS
Brian Taylor, Upland, questioned why the Parks, Recreation, and Community Services Advisory Committee was not reviewing the park funding and project priorities and why the flooring projects in the parks has not been completed. He also questioned the watering schedule for parks.

Natasha Walton, People for Upland Parks, thanked Council for completing some recent upgrades at parks and provided suggestions regarding park improvements and plans.

3. AGENDA ITEMS
a. DISCUSSION AND DIRECTION ON PARK IMPROVEMENT PROJECTS

FUNDING & PRIORITIES
Assistant City Manager Parker introduced Recreation and Community Services Manager Jessica Gandara who presented the staff report along with a PowerPoint presentation.

Assistant City Manager Parker and Recreation and Community Services Manager Jessica Gandara answered questions posed by the Council regarding available funding, park plans, and projects.

Interim Public Works Director Alanis answered questions posed by the Council regarding the timeline to complete projects and ADA accessibility requirements.

The Council provided a list of project ideas for the parks and each Councilmember used a dot voting system to choose their preferred priorities. 1

Page 7 of 722 ends

4. ADJOURNMENT
Mayor Velto adjourned the workshop at 5:04 p.m. The next regularly scheduled City Council meeting is Monday, September 9, 2024 at 5:00 p.m..

Keri Johnson, City Clerk
2

Page 8 of 722 ends

MINUTES OF THE REGULAR MEETING OF THE UPLAND CITY COUNCIL September 9, 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 Shannan Maust, Councilmember Rudy Zuniga
Staff Present: City Manager Michael Blay, City Attorney Stephen P. Deitsch, City Clerk Keri Johnson

1. CALL TO ORDER AND ROLL CALL
The regular meeting of the Upland City Council was called to order by Mayor Bill Velto at 5:04 p.m. in the Council Chamber of the Upland City Hall.

2. ADDITIONS-DELETIONS TO AGENDA
None.

3. ORAL COMMUNICATIONS
None.

4. CLOSED SESSION
At 5:05 p.m. Mayor Velto announced that the City Council would recess to Closed Session pursuant to Government Code
a. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL - EXISTING

LITIGATION
(Paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Case Name: James Ems v. City of Upland
San Bernardino County Superior Court of California Case No.CIVSB2322381 b. CLOSED SESSION CONFERENCE WITH REAL PROPERTY NEGOTIATORS California Government Code Section 54956.8
Property: 1.03-acre parcel located on Third Avenue, approximately 75 feet south of the Pacific Electric Trail and adjacent along the north side of the Coy D. Estes Senior Apartments, in the City of Upland (Assessor Parcel Number: 1046-411-54) City Negotiators: City Manager Michael Blay, Development Services Director Robert Dalquest, Housing Manager Diane Cotto and Housing Coordinator Lizzet Avalos.
1

Page 9 of 722 ends

Negotiating Party: Steven Dukett, Upland Community Housing, Inc.

Under Negotiation: Price and Terms of payment
The City Council reconvened in open session at 6:04 p.m.

5. INVOCATION
Pastor Noel Anderson, First Presbyterian Church

6. PLEDGE OF ALLEGIANCE
Led by Police Chief Blanco

7. PRESENTATIONS
Certificate of Recognition to Information Technology Manager Richard Jeganathan for his exemplary service to the Community during the CrowdStrike incident.

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

9. ORAL COMMUNICATIONS
Steve Martinson, Upland, stated that he received a weed abatement notice for his rental property and corrected the issue. He then received a second notice after correcting the issue and requested those fines be waived.

Lois Sicking, Upland, spoke in opposition of Measure N and the proposed prioritization resolution.

Chris Robles, Ontario, stated that Ontario passed a 1% sales tax and the money goes to the general fund and can be used for anything.

Maria Galvan, spoke in opposition of the prioritization plan for Measure N funds and stated it was misleading.

Gabe Garcia, Upland, spoke in support of Measure N and stated that the funding is needed to improve overall public safety services.

Elder Miranda, Upland, stated that their organization can assist the community and questioned who they could reach out to and offer their services.

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

Moved by: Councilmember Zuniga
Seconded by: Councilmember Maust
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
2

Page 10 of 722 ends

Approve the Special Meeting Minutes of August 9, 2024, the Special Workshop Minutes of August 12, 2024, the Regular Meeting Minutes of August 12, 2024, and the Special Meeting Minutes of August 29, 2024.
b. TREASURER'S REPORT JULY 2024
Receive and file the July 2024 Treasurer's Report.
c. CONSIDER APPROVING THE RECLASSIFICATION OF ONE RECREATION

COORDINATOR POSITION TO A SENIOR RECREATION COORDINATOR Approve the reclassification of one Recreation Coordinator at the Gibson Senior Center to a Senior Recreation Coordinator; amend the Classification Plan as described; and add the Senior Recreation Coordinator job description to the Classification Plan.
d. FIRE DEVELOPMENT IMPACT FEES
Establish the Fire Development Impact Fees (DIF) Fund (Fund 418); transfer the $318,428 liability from the General DIF Fund to the Fire DIF Fund as of July 1, 2023; approve the refunding of $254,149 in weed abatement costs incurred by the City between Fiscal Year 2017-18 and Fiscal Year 2023-24 from the City's General Fund to the Fire DIF Fund; and appropriate the remaining balance of $64,279 to Account No. 418XXXX-5253 in Fiscal Year 2024-25. e. CONSIDER ADOPTING A RESOLUTION ACCEPTING BUILDING FORWARD:

LIBRARY INFRASTRUCTURE GRANT— ROUND ONE
Adopt Resolution No. 6796 Accepting Building Forward: Library Infrastructure Grant— Round One funding of$252,080.
f. CONSIDER APPROVAL OF AN AGREEMENT FOR CROSSING GUARD

SERVICES
Approve the agreement with All City Management Services, Inc. for crossing guard services in the amount of $195,102 for the 2024/2025 school year and authorize the City Manager to execute the agreement.
g. CONSIDER APPROVAL OF THE REALLOCATION OF ARPA FUNDS FOR

POLICE DEPARTMENT BUILDING UPSTAIRS EXPANSION
Reallocate previously approved American Rescue Plan Act (ARPA) funds in the amount of $200,000 and approve an additional $50,000 to fund an upstairs expansion at the Police Department.
h. CONSIDER ACCEPTANCE OF IMPROVEMENTS FOR PARCEL MAP 20448 Accept the improvements for Parcel Map 20448 and reduce the improvement bonds to 25%.

CONSIDER APPROVAL OF TRACT MAP 20647 AND SUBDIVISION

AGREEMENT, LOCATED AT THE NORTHWEST CORNER OF NORTH FIRST

AVENUE AND A STREET
Approve Tract Map 20647 for recordation and authorize the City Manager to sign the subdivision agreement.
3

Page 11 of 722 ends

k. CONSIDER ACCEPTING THE NOTICE OF COMPLETION FOR PROJECT NO. 9149, STORM WATER TRASH CAPTURE SYSTEM INSTALLATION PROJECT Accept the work; authorize the City Manager or designee to record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for Project No. 9149, Storm Water Trash Capture System Installation Project. j. CONSIDER APPROVAL OF ELIGIBLE AMERICAN RESCUE PLAN ACT

FUNDED COMMERCIAL REHABILITATION PROGRAM APPLICATIONS AND

REVISED GRANT APPROVAL PROCESS
Councilmembers Breitling and Zuniga recused themselves from this item and left the Council Chamber at 6:26 p.m.

Councilmembers thanked staff for their hard work on this program. Development Services Director Dalquest answered questions posed by the Council regarding the projects.

Moved by: Councilmember Maust
Seconded by: Councilmember Garcia
Accept the Grant Review Committee's recommendation relative to eligibility and funding for eleven (11) Commercial Rehabilitation Program ("CRP") projects listed herein and return the authority to approve individual project grant funding to the Grant Review Committee for all future CRP projects.

Motion: Carried Unanimously with Councilmembers
Breitling and Zuniga abstaining
Councilmembers Breitling and Zuniga returned to the Council Chamber at 6:30 p.m.

11. PUBLIC HEARINGS
a. CONSIDER ADOPTING A RESOLUTION APPROVING THE HUD CITIZEN

PARTICIPATION PLAN
Development Services Director Dalquest introduced Housing Manager Cotto who presented the staff report.

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

Moved by: Councilmember Breitling
Seconded by: Councilmember Garcia
Adopt Resolution No. 6797 approving the City's Citizen Participation Plan required by the U.S. Department of Housing and Urban Development (HUD) and direct staff to transmit all documents to HUD.

Motion: Carried Unanimously

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

CONFERENCE ATTENDANCE
4

Page 12 of 722 ends

No reports.

13. BUSINESS ITEMS
a. CONSIDER ADOPTING A RESOLUTION ESTABLISHING MEASURE N

SPENDING PRIORITIES
Assistant City Manager Parker presented the staff report and answered questions posed by the Council regarding establishing a citizen oversight committee.

Council commented on spending priorities in the City if Measure N is adopted and the fiscal challenges that the City has faced.

Moved by: Councilmember Garcia
Seconded by: Councilmember Breitling
Adopt Resolution No. 6798 expressing Council's intent to prioritize spending of transactions and use (sales) tax revenue (TUT) for infrastructure and public safety purposes.

Motion: Carried Unanimously

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

15. CITY MANAGER

16. ADJOURNMENT
Mayor Velto adjourned the meeting at 6:56 p.m. The next regularly scheduled City Council meeting is Monday, September 23, 2024.

Keri Johnson, City Clerk
5

Page 13 of 722 ends

, trpl" CITY FUPLAND
"The City of Gracious Living"
Stafif(krcifil
C�tIFOB�S
DATE: September 23,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER APPROVAL OF AUGUST WARRANT AND PAYROLL REGISTERS RECOMMENDED ACTION:

It is recommended that the City Council approve the August warrant registers (check numbers 49308 —49747 and direct disbursements totaling$14,725,905.36)and payroll registers totaling$1,914,877.72(check numbers 163963 — 163979 and electronic fund transfers 49446—50013).

GOAL STATEMENT
The proposed action supports the City's goal of managing the City's resources in a fiscally responsible and transparent manner.

BACKGROUND
The City Council is presented with the financial disbursements for the purchase of materials,supplies,services,capital projects,and payroll warrants issued in the prior month. This process provides the City Council with the opportunity to review the monthly expenses of the city.

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

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

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

FISCAL IMPACTS
Funds are available for the payment of the warrant registers,direct disbursements and payroll registers in accordance with the Fiscal Year 2024-25 operating budget.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 14 of 722 ends

44 of apt"��sCity of Upland
`° a Accounts Payable Check Reconciliation Register
O ._� 08/01/2024-08/31/2024
CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49308 08/07/2024 PRINTED 292 ACEVEDO,VICTOR 222.00 49309 08/07/2024 PRINTED 291 GOLDEN STATE SUPPLY,LLC 992.35 49310 08/07/2024 PRINTED 25 AGUILAR-RILEY,VIRGINIA 866.80 49311 08/07/2024 PRINTED 39171 ALL AMERICAN ASPHALT 759,523.00 49312 08/07/2024 PRINTED 1396 ALVAREZ,MARIA ELENA 883.50 49313 08/07/2024 PRINTED 6109 AMERICAN HERITAGE LIFE INS CO 93.09 49314 08/07/2024 PRINTED 1291 AMTECH ELEVATOR SERVICES 4,006.78 49315 08/07/2024 PRINTED 12378 ATKINSON ANDELSON LOYA RUDD 327.60 49316 08/07/2024 PRINTED 6683 ATMAA INC 1,040.00 49317 08/07/2024 PRINTED 55 BABCOCK&SONS,INC 797.62 49318 08/07/2024 PRINTED 3987 BALDY VIEW GYMNASTICS 1,240.75 49319 08/07/2024 PRINTED 1348 BAST,KAY 179.55 49320 08/07/2024 PRINTED 1734 BATTERY WORX INC 138.21 49321 08/07/2024 PRINTED 1374 BAY ALARM COMPANY 2,518.62 49322 08/07/2024 PRINTED 1112 BEGINNERS EDGE SPORTS TRAINING,LLC 1,271.10 49323 08/07/2024 PRINTED 119661 BEST BEST&KRIEGER LLP 37,057.81 49324 08/07/2024 PRINTED 1769 BIO-TOX LABORATORIES 2,642.00 49325 08/07/2024 PRINTED 1722 RAQUEL VEISAGA 230.13 49326 08/07/2024 PRINTED 819 BRINKS,INC 1,022.25 49327 08/07/2024 PRINTED 5944 BURRTEC WASTE INDUSTRIES 1,273,168.12 49328 08/07/2024 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 268.12 49329 08/07/2024 PRINTED 82791 CHEM PRO LLC 333.00 49330 08/07/2024 PRINTED 1784 CLEARGOV INC 13,300.00 49331 08/07/2024 PRINTED 521 COUPLAND,DONNA 212.55 49332 08/07/2024 PRINTED 366 CRAFCO INC 6,140.13 49333 08/07/2024 PRINTED 15814 CRIME SCENE STERI-CLEAN,LLC 850.00 49334 08/07/2024 PRINTED 1153 DENCO LIEN SALES,INC 765.00 49335 08/07/2024 PRINTED 1562 EVCO CLEANING SUPPLIES LLC 1,292.73 49336 08/07/2024 PRINTED 1587 EXPRESS BRAKE SUPPLY&DISTRIBUTORS INC 659.45 49337 08/07/2024 PRINTED 1531 FELICITY USA MANAGEMENT SERVICES LLC 283.05 49338 08/07/2024 PRINTED 123041 FRIENDS OF UPL ANML SHLTR INC 3,243.00 49339 08/07/2024 PRINTED 567 FRITTS FORD 49,313.91 49340 08/07/2024 PRINTED 78 FRONTIER 134.08 49341 08/07/2024 PRINTED 78 FRONTIER 119.91 49342 08/07/2024 PRINTED 78 FRONTIER 107.64 49343 08/07/2024 PRINTED 111311 FUN WITH SCIENCE 282.00 49344 08/07/2024 PRINTED 129941 GENTRY GENERAL ENGINEERING INC 6,247.86 49345 08/07/2024 PRINTED 1603 GOLDEN STAR JANITORIAL INC 1,700.00 49346 08/07/2024 PRINTED 91751 GOVERNMENTJOBS.COM,INC 21,847.05 49347 08/07/2024 PRINTED 34941 GUZMAN,STACEY 215.18 49348 08/07/2024 PRINTED 5206 H D L COREN&CONE 695.00 49349 08/07/2024 PRINTED 1171 CLEMENT,RICHARD N 12,981.60 49350 08/07/2024 PRINTED 1212 HARDY&HARPER, INC 3,979.00 49351 08/07/2024 PRINTED 1787 VANESSA ANN HIDALGO 76.95 49352 08/07/2024 PRINTED 329 HOLLIDAY ROCK CO INC 2,340.36 49353 08/07/2024 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 36,408.90 49354 08/07/2024 PRINTED 4719 INTERSTATE BATTERIES 189.53 Prepared By: Erin Myers Page 1 of 9 Pag®/$ 52614722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49355 08/07/2024 PRINTED 114501 INTERWEST CONSULTING GROUP 17,335.50 49356 08/07/2024 PRINTED 635 RENTOKIL NORTH AMERICA INC 879.40 49357 08/07/2024 PRINTED 841 JOHNSTONE SUPPLY 346.09 49358 08/07/2024 PRINTED 846 KLAUS&SONS PLUMBING 6,800.00 49359 08/07/2024 PRINTED 53241 KONICA MINOLTA BUSINESS SOLUTIONS 8,565.30 49360 08/07/2024 PRINTED 15595 L D M ASSOCIATES INC 6,961.50 49361 08/07/2024 PRINTED 1609 LANDSCAPE WEST MANAGEMENT SERVICES,INC 19,500.00 49362 08/07/2024 PRINTED 102 LIGHTING INSTYLE 211.85 49363 08/07/2024 PRINTED 122601 LOWE'S 10,133.43 49364 08/07/2024 PRINTED 1123 HYATT LEGAL PLANS,INC 672.00 49365 08/07/2024 PRINTED 345 MK SMITH CHEVROLET 44,774.32 49366 08/07/2024 PRINTED 1561 MNM CONSTRUCTION 3,800.00 49367 08/07/2024 PRINTED 238 MOUNTAIN VIEW CHEVROLET 265.22 49368 08/07/2024 PRINTED 7816 MR T'S TOWING INC 3,632.29 49369 08/07/2024 PRINTED 1834 DEBORAH NAKATANI 589.95 49370 08/07/2024 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 369.00 49371 08/07/2024 PRINTED 1410 OUTDOOR CREATIONS INC 210,132.48 49372 08/07/2024 PRINTED 33021 PELLITTERI,CHRISTOPHER 355.96 49373 08/07/2024 PRINTED 16760 POLY-CORR INDUSTRIES INC 3,386.04 49374 08/07/2024 PRINTED 992 PRISTINE UNIFORMS,LLC 3,682.47 49375 08/07/2024 PRINTED 869 PPS ENTERPRISES,INC 1,803.98 49376 08/07/2024 PRINTED 1853 RESTCON ENVIORNMENTAL OF SOUTHERN CALIFORNIA 1,490.00 49377 08/07/2024 PRINTED 828 RICHDAI,INC 1,291.35 49378 08/07/2024 PRINTED 67381 ROUTE 66 CAR WASH INC 714.00 49379 08/07/2024 PRINTED 969 HECTOR SALCIDO 459.00 49380 08/07/2024 PRINTED 63121 SAN ANTONIO REGIONAL HOSPITAL 2,500.00 49381 08/07/2024 PRINTED 4974 SAN BERNARDINO ASSOCIATED GOVT 8.00 49382 08/07/2024 PRINTED 11671 SAN BERNARDINO COUNTY 13,811.95 49383 08/07/2024 PRINTED 1931 SANTA HATZ 825.00 49384 08/07/2024 PRINTED 1931 SANTA HATZ 800.00 49385 08/07/2024 PRINTED 1237 VANESSA SEE 2,785.65 49386 08/07/2024 PRINTED 893 PLANT,CHRISTI 2,180.86 49387 08/07/2024 PRINTED 407 SINGLETON,DENICE 370.50 49388 08/07/2024 PRINTED 107 SITEONE LANDSCAPE SUPPLY HOLDING LLC 10,594.04 49389 08/07/2024 PRINTED 637 SMART&FINAL IRIS CO 1,814.92 49390 08/07/2024 PRINTED 77751 IDSC HOLDINGS LLC 1,167.95 49391 08/07/2024 PRINTED 18062 SOFFA ELECTRIC INC 780.00 49392 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,234.81 49393 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 601.97 49394 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 780.50 49395 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 219.11 49396 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,046.23 49397 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 144.98 49398 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 164.98 49399 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 134.98 49400 08/07/2024 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 142.67 49401 08/07/2024 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 1,968.05 49402 08/07/2024 PRINTED 10218 STATE OF CALIFORNIA DMV 367.00 49403 08/07/2024 PRINTED 69231 STEP SAVER CA LLC 2,042.58 49404 08/07/2024 PRINTED 1617 ARIZONA MACHINERY LLC 38.68 49405 08/07/2024 PRINTED 2439 T K E ENGINEERING INC 15,042.50 49406 08/07/2024 PRINTED 1154 T-MOBILE USA 400.00 Prepared By: Erin Myers Page 2 of 9 Pag®/$E2614722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49407 08/07/2024 PRINTED 1347 TINKERSPACE,INC 79.80 49408 08/07/2024 PRINTED 16541 ANDREW TODD 1,111.26 49409 08/07/2024 PRINTED 68821 TOTAL CORPORATE SOLUTIONS 315.00 49410 08/07/2024 PRINTED 11484 U S BANK 6,200.00 49411 08/07/2024 PRINTED 17022 UPLAND MUSIC SCHOOL 1,139.25 49412 08/07/2024 PRINTED 990 VEOLIA NORTH AMERICA,INC 128.27 49413 08/07/2024 PRINTED 14735 VERIZON WIRELESS 8,630.64 49414 08/07/2024 PRINTED 14735 VERIZON WIRELESS 5,687.53 49415 08/07/2024 PRINTED 857 WATERLINE TECHNOLOGIES,INC 1,027.94 49416 08/07/2024 PRINTED 1865 WATRY DESIGN,INC. 18,985.08 49417 08/07/2024 PRINTED 392 WAXIE SANITARY SUPPLY 1,663.15 49418 08/07/2024 PRINTED 1345 YOUR PROPERTY SOLUTIONS 5,445.00 49419 08/07/2024 PRINTED 5193 ZAILO,ROBERT 465.90 49420 08/07/2024 PRINTED 999999 PASCUALA SANCHEZ 55.00 49421 08/07/2024 PRINTED 999999 ROBERT MELENDEZ 100.00 49422 08/07/2024 PRINTED 999999 RS DESIGN GROUP 2,285.61 49423 08/07/2024 PRINTED 999999 TED NEAG 350.00 49498 08/14/2024 PRINTED 1681 10-8 RETROFIT INC 406.11 49499 08/14/2024 PRINTED 291 GOLDEN STATE SUPPLY,LLC 502.05 49500 08/14/2024 PRINTED 358 ADVANCED AUTO,SMOG CHECK CENTER 160.00 49501 08/14/2024 PRINTED 1380 ADVANTEC CONSULTING ENGINEERS,INC 12,362.50 49502 08/14/2024 PRINTED 15750 AFLAC PREMIUM HOLDING 636.20 49503 08/14/2024 PRINTED 3 AIRGAS USA LLC 1,652.71 49504 08/14/2024 PRINTED 1291 AMTECH ELEVATOR SERVICES 1,900.00 49505 08/14/2024 PRINTED 1932 ASSOCIATION OF RIVERSIDE COUNTY CHIEFS OF POLICE 350.00 49506 08/14/2024 PRINTED 1259 ARCHITECTURAL DESIGN&SIGNS,INC 2,365.50 49507 08/14/2024 PRINTED 289 ARROW TRAILER SUPPLIES INC 61.82 49508 08/14/2024 PRINTED 1710 ASPHALT PROFESSIONAL SERVICES INC 9,880.00 49509 08/14/2024 PRINTED 6683 ATMAA INC 1,400.00 49510 08/14/2024 PRINTED 862 BADGER METER INC 91,260.70 49511 08/14/2024 PRINTED 1638 BIDDLE CONSULTING GROUP,INC 2,670.00 49512 08/14/2024 PRINTED 7415 BILL&WAGS INC 829.69 49513 08/14/2024 PRINTED 1503 BROWN AND CALDWELL 20,119.50 49514 08/14/2024 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 747.88 49515 08/14/2024 PRINTED 831 CHARGEPOINT INC 7,056.00 49516 08/14/2024 PRINTED 163 CLINICAL LABORATORY OF SAN BERNARDINO,INC 264.00 49517 08/14/2024 PRINTED 1933 CMAX SANITARY SERVICES,INC 840.00 49518 08/14/2024 PRINTED 1500 THE CUSTOM GRAPHICS 105.60 49519 08/14/2024 PRINTED 656 DANIELS TIRE SERVICE,INC 2,965.46 49520 08/14/2024 PRINTED 16636 DELL MARKETING LP 5,343.30 49521 08/14/2024 PRINTED 39021 EH WACHS CO 875.23 49522 08/14/2024 PRINTED 97141 EUROFINS EATON ANALYTICAL INC 87,278.00 49523 08/14/2024 PRINTED 2435 EVERSOFT 950.82 49524 08/14/2024 PRINTED 10485 EXPERIAN 75.00 49525 08/14/2024 PRINTED 1000 FIX AUTO UPLAND 2,232.52 49526 08/14/2024 PRINTED 96251 FORD OF UPLAND 461.60 49527 08/14/2024 PRINTED 1721 GARAGE AUTO PAINT&BODY 5,654.81 49528 08/14/2024 PRINTED 290 GRAINGER 3,774.26 49529 08/14/2024 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH,LLC 450.00 49530 08/14/2024 PRINTED 329 HOLLIDAY ROCK CO INC 1,085,717.06 49531 08/14/2024 PRINTED 16340 INFOSEND INC 31,249.86 49532 08/14/2024 PRINTED 1357 JACKS KEY SERVICE 520.10 Prepared By: Erin Myers Page 3 of 9 Pag®/$72 4722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49533 08/14/2024 PRINTED 913 JOEL'S AUTOMOTIVE,INC 1,707.99 49534 08/14/2024 PRINTED 841 JOHNSTONE SUPPLY 672.54 49535 08/14/2024 PRINTED 79821 K S M ELECTRIC 870.00 49536 08/14/2024 PRINTED 583 KING FENCING INC 450.00 49537 08/14/2024 PRINTED 1441 KNIGHT CLAREMONT INC 77.70 49538 08/14/2024 PRINTED 26101 KONICA MINOLTA 8,738.54 49539 08/14/2024 PRINTED 1817 LANGUAGE NETWORK,INC 130.00 49540 08/14/2024 PRINTED 1232 LARSON LLP 390.00 49541 08/14/2024 PRINTED 3020 LAW ENFORCEMENT MEDICAL SVCS 3,970.00 49542 08/14/2024 PRINTED 131091 LEXIPOL,LLC 1,631.47 49543 08/14/2024 PRINTED 1845 LWP CLAIMS SOLUTIONS INC 10,500.00 49544 08/14/2024 PRINTED 1935 MACIAS REFRIGERATION INC. 5,400.00 49545 08/14/2024 PRINTED 1868 MAUREEN ERBEZNIK&ASSOCIATES 9,900.00 49546 08/14/2024 PRINTED 1376 MEADE,MEGHAN 410.18 49547 08/14/2024 PRINTED 1724 VETERINARY PET INSURANCE COMPANY 349.26 49548 08/14/2024 PRINTED 1740 0-REILLY AUTO ENTERPRISES,LLC 531.35 49549 08/14/2024 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 323.00 49550 08/14/2024 PRINTED 1871 PHOTOSHELTER,INC 15,750.00 49551 08/14/2024 PRINTED 1731 R E S ENVIRONMENTAL INC 1,700.00 49552 08/14/2024 PRINTED 349 RAIN MASTER IRRIGATION SYSTEMS 298.90 49553 08/14/2024 PRINTED 612 RIDE ON POWERSPORTS,INC 786.77 49554 08/14/2024 PRINTED 67381 ROUTE 66 CAR WASH INC 747.00 49555 08/14/2024 PRINTED 90591 S&J SUPPLY CO INC 2,987.37 49556 08/14/2024 PRINTED 507 SERVIAM BY WRIGHT LLP 9,781.60 49557 08/14/2024 PRINTED 2570 SIX BASINS WATERMASTER DEPT 25,788.00 49558 08/14/2024 PRINTED 43011 SMITH-EMERY LABORATORIES 4,909.16 49559 08/14/2024 PRINTED 1934 SMOKIN'RUBEN'S LLC 957.04 49560 08/14/2024 PRINTED 18062 SOFFA ELECTRIC INC 1,770.00 49561 08/14/2024 PRINTED 99141 SONSRAY MACHINERY LLC 458.16 49562 08/14/2024 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 917.15 49563 08/14/2024 PRINTED 69231 STEP SAVER CA LLC 1,029.87 49564 08/14/2024 PRINTED 1866 THOMAS GRAY&ASSOCIATES,INC 4,150.00 49565 08/14/2024 PRINTED 1432 RYAN HOOVER 899.49 49566 08/14/2024 PRINTED 1861 THREATER,INC 8,400.00 49567 08/14/2024 PRINTED 626 TMP ENTERPRISES,LLC 200.00 49568 08/14/2024 PRINTED 1148 TOTAL ENVIRONMENTAL MANAGEMENT,INC 7,650.00 49569 08/14/2024 PRINTED 311 U S ARMOR CORPORATION 946.05 49570 08/14/2024 PRINTED 1682 UPLAND AUTO BODY 1,282.74 49571 08/14/2024 PRINTED 1507 WILCOX SUPPLY INC 917.98 49572 08/14/2024 PRINTED 1325 WILLDAN ENGINEERING 12,800.00 49573 08/21/2024 PRINTED 291 GOLDEN STATE SUPPLY,LLC 624.94 49574 08/21/2024 PRINTED 851 ADVANTAGE SEALING SYSTEMS,INC 321.84 49575 08/21/2024 PRINTED 3 AIRGAS USA LLC 3,483.60 49576 08/21/2024 PRINTED 1937 DIANA L FRIELING 2,003.00 49577 08/21/2024 PRINTED 1782 BLUE-WHITE INDUSTRIES 31,508.65 49578 08/21/2024 PRINTED 120021 BRIGHTVIEW 67,779.89 49579 08/21/2024 PRINTED 819 BRINKS,INC 1,039.41 49580 08/21/2024 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 6,139.14 49581 08/21/2024 PRINTED 83401 CARL WARREN&CO 8,470.25 49582 08/21/2024 PRINTED 1167 ALERIA,TONY R 377.13 49583 08/21/2024 PRINTED 448 CINTAS CORPORATION 5,983.60 49584 08/21/2024 PRINTED 1869 CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY(CIRA) 29,502.02 Prepared By: Erin Myers Page 4 of 9 Pag®/$,E2614722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49585 08/21/2024 PRINTED 45421 COSTAR REALTY INFORMATION GROUP INC 729.40 49586 08/21/2024 PRINTED 1570 DIRECTV ENTERTAINMENT HOLDINGS LLC 163.24 49587 08/21/2024 PRINTED 1872 EMPIRE SKATES 5,000.00 49588 08/21/2024 PRINTED 97141 EUROFINS EATON ANALYTICAL INC 14,504.00 49589 08/21/2024 PRINTED 10485 EXPERIAN 77.48 49590 08/21/2024 PRINTED 4456 FEDERAL EXPRESS 24.25 49591 08/21/2024 PRINTED 96251 FORD OF UPLAND 56.37 49592 08/21/2024 PRINTED 99418 FRANCHISE TAX BOARD 40.00 49593 08/21/2024 PRINTED 78 FRONTIER 1,865.53 49594 08/21/2024 PRINTED 78 FRONTIER 1,238.52 49595 08/21/2024 PRINTED 78 FRONTIER 357.00 49596 08/21/2024 PRINTED 78 FRONTIER 577.50 49597 08/21/2024 PRINTED 78 FRONTIER 83.70 49598 08/21/2024 PRINTED 78 FRONTIER 43.23 49599 08/21/2024 PRINTED 78 FRONTIER 716.28 49600 08/21/2024 PRINTED 111251 GNA BROOK FIRE PROTECTION INC 894.97 49601 08/21/2024 PRINTED 329 HOLLIDAY ROCK CO INC 196.11 49602 08/21/2024 PRINTED 3430 INLAND EMPIRE STAGES,LTD 4,860.50 49603 08/21/2024 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 39,243.68 49604 08/21/2024 PRINTED 1371 INNOVATIVE PLAYGROUNDS COMPANY,INC 110,123.99 49605 08/21/2024 PRINTED 114501 INTERWEST CONSULTING GROUP 5,728.00 49606 08/21/2024 PRINTED 635 RENTOKIL NORTH AMERICA INC 495.65 49607 08/21/2024 PRINTED 1732 GREGORY KILEY 3,900.00 49608 08/21/2024 PRINTED 1802 KTUA 10,940.00 49609 08/21/2024 PRINTED 102 LIGHTING INSTYLE 105.67 49610 08/21/2024 PRINTED 1427 MARIPOSA LANDSCAPES INC 24,829.20 49611 08/21/2024 PRINTED 1622 SHANNAN MAUST 1,150.00 49612 08/21/2024 PRINTED 7816 MR T'S TOWING INC 1,200.00 49613 08/21/2024 PRINTED 1740 0-REILLY AUTO ENTERPRISES,LLC 165.68 49614 08/21/2024 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 396.00 49615 08/21/2024 PRINTED 1631 STACEY PADRON 1,379.99 49616 08/21/2024 PRINTED 1601 PARKER,STEPHEN 48.00 49617 08/21/2024 PRINTED 1312 PB LOADER COPORATION 175,523.97 49618 08/21/2024 PRINTED 909 PSYCHOLOGICAL CONSULTING ASSOCIATES INC 1,040.00 49619 08/21/2024 PRINTED 62081 QUADIENT LEASING USA,INC 1,863.42 49620 08/21/2024 PRINTED 1838 R&T LIFT GATE SERVICE,INC. 9,680.50 49621 08/21/2024 PRINTED 1864 REAL GONE PEST CONTROL 1,519.98 49622 08/21/2024 PRINTED 1528 RISE INTERPRETING,INC 1,510.00 49623 08/21/2024 PRINTED 2225 SAN BERNARDINO COUNTY FIRE 28,463.47 49624 08/21/2024 PRINTED 131121 SHRED-IT USA JV LLC 838.17 49625 08/21/2024 PRINTED 1106 SPORT PINS INTERNATIONAL,INC 2,462.09 49626 08/21/2024 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 1,708.51 49627 08/21/2024 PRINTED 69231 STEP SAVER CA LLC 1,899.55 49628 08/21/2024 PRINTED 417 E&S TOWING ENTERPRISES,INC 2,435.00 49629 08/21/2024 PRINTED 1083 LOS CARNALES,INC 2,090.35 49630 08/21/2024 PRINTED 1777 TELEGRAPH AVENUE ADVISORS,LLC 5,000.00 49631 08/21/2024 PRINTED 1477 TROVAO AND ASSOCIATES INC 5,653.12 49632 08/21/2024 PRINTED 4463 NANCY K BOHL INC 2,000.00 49633 08/21/2024 PRINTED 62321 U.S.TELEPACIFIC CORP 2,560.47 49634 08/21/2024 PRINTED 1936 TRANSPO GROUP 8,000.00 49635 08/21/2024 PRINTED 483 ULINE,INC 5,638.21 49636 08/21/2024 PRINTED 3557 UNDERGROUND SERVICE ALERT 761.39 Prepared By: Erin Myers Page 5 of 9 Pag®/$E2614722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49637 08/21/2024 PRINTED 1595 VALLEY MAINTENANCE CORP 8,015.00 49638 08/21/2024 PRINTED 79181 VELTO,BILL 3,500.00 49639 08/21/2024 PRINTED 14735 VERIZON WIRELESS 163.08 49640 08/21/2024 PRINTED 14735 VERIZON WIRELESS 40.01 49641 08/21/2024 PRINTED 14735 VERIZON WIRELESS 241.41 49642 08/21/2024 PRINTED 14735 VERIZON WIRELESS 368.03 49643 08/21/2024 PRINTED 14735 VERIZON WIRELESS 40.01 49644 08/21/2024 PRINTED 14735 VERIZON WIRELESS 523.50 49645 08/21/2024 PRINTED 14735 VERIZON WIRELESS 2,268.49 49646 08/21/2024 PRINTED 14735 VERIZON WIRELESS 164.60 49647 08/21/2024 PRINTED 14735 VERIZON WIRELESS 41.36 49648 08/21/2024 PRINTED 14735 VERIZON WIRELESS 614.60 49649 08/21/2024 PRINTED 14735 VERIZON WIRELESS 849.33 49650 08/21/2024 PRINTED 14735 VERIZON WIRELESS 1,000.33 49651 08/21/2024 PRINTED 1653 MARIA E WALWORTH 250.00 49652 08/21/2024 PRINTED 1697 WATERWORKFORCE,INC 34,965.00 49653 08/21/2024 PRINTED 1725 WEST COAST ARBORISTS INC 307,010.00 49654 08/21/2024 PRINTED 999999 CEDARS BUSINESS SERVICES LLC 82.29 49655 08/21/2024 PRINTED 999999 THE HOME DEPOT AT HOME 285.60 49656 08/21/2024 PRINTED 1622 SHANNAN MAUST 1,150.00 49657 08/28/2024 PRINTED 17278 AT&T 245.00 49658 08/28/2024 PRINTED 1948 CALIFORNIA FUELS AND LUBRICANTS 2,503.46 49659 08/28/2024 PRINTED 292 ACEVEDO,VICTOR 65.00 49660 08/28/2024 PRINTED 207 ADLERHORST INTERNATIONAL LLC 199.34 49661 08/28/2024 PRINTED 1380 ADVANTEC CONSULTING ENGINEERS,INC 25,200.00 49662 08/28/2024 PRINTED 1615 ALISON GRAY SVILAR LOUKEH 700.00 49663 08/28/2024 PRINTED 1313 UNIVERSAL PROTECTION SERVICE,LP 9,517.84 49664 08/28/2024 PRINTED 1243 AMERICAN GLOBAL SECURITY, INC 24,132.64 49665 08/28/2024 PRINTED 1945 ANN KERIAN CONSULTING&COACHING,LLC 4,000.00 49666 08/28/2024 PRINTED 134 AQUATIC INFORMATICS INC 5,558.40 49667 08/28/2024 PRINTED 289 ARROW TRAILER SUPPLIES INC 360.54 49668 08/28/2024 PRINTED 862 BADGER METER INC 4,504.44 49669 08/28/2024 PRINTED 1374 BAY ALARM COMPANY 54.00 49670 08/28/2024 PRINTED 120021 BRIGHTVIEW 10,234.69 49671 08/28/2024 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 953.42 49672 08/28/2024 PRINTED 600 CALIFORNIA STREET LIGHTING 9,800.00 49673 08/28/2024 PRINTED 83401 CARL WARREN&CO 4,166.66 49674 08/28/2024 PRINTED 1479 MAP COMMUNICATIONS INC 570.34 49675 08/28/2024 PRINTED 1803 CHINO GLASS AND GLAZING CORP 15,100.00 49676 08/28/2024 PRINTED 1755 CIVICA LAW GROUP,APC 30,143.00 49677 08/28/2024 PRINTED 4696 CUCAMONGA VALLEY WATER DISTRIC 6,675.95 49678 08/28/2024 PRINTED 1500 THE CUSTOM GRAPHICS 129.30 49679 08/28/2024 PRINTED 1153 DENCO LIEN SALES,INC 830.00 49680 08/28/2024 PRINTED 1786 DRAGONFLY PUBLIC AFFAIRS 7,000.00 49681 08/28/2024 PRINTED 82651 ECONOLITE SYSTEMS,INC 12,698.03 49682 08/28/2024 PRINTED 1165 EWING IRRIGATION 1,055.20 49683 08/28/2024 PRINTED 1587 EXPRESS BRAKE SUPPLY&DISTRIBUTORS INC 505.76 49684 08/28/2024 PRINTED 1541 FERGUSON WATERWORKS 5,325.02 49685 08/28/2024 PRINTED 1011 FOOTHILLS BANK 126,183.00 49686 08/28/2024 PRINTED 96251 FORD OF UPLAND 280.00 49687 08/28/2024 PRINTED 99418 FRANCHISE TAX BOARD 40.00 49688 08/28/2024 PRINTED 1721 GARAGE AUTO PAINT&BODY 4,004.86 Prepared By: Erin Myers Page 6 of 9 Pag®/2P614722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49689 08/28/2024 PRINTED 1458 GONZALEZ,HECTOR 180.00 49690 08/28/2024 PRINTED 91751 GOVERNMENTJOBS.COM,INC 15,315.75 49691 08/28/2024 PRINTED 28871 GRAFFITI PROTECTIVE COATINGS 14,353.30 49692 08/28/2024 PRINTED 290 GRAINGER 1,219.27 49693 08/28/2024 PRINTED 72691 HAAKER EQUIPMENT CO 5,350.87 49694 08/28/2024 PRINTED 306 HACH CO 4,999.00 49695 08/28/2024 PRINTED 90227 HEARD'S INVESTIGATIONS AND POLYGRAPH,LLC 225.00 49696 08/28/2024 PRINTED 329 HOLLIDAY ROCK CO INC 390.06 49697 08/28/2024 PRINTED 15090 HOLLIDAY TRUCKING INC 10,726.98 49698 08/28/2024 PRINTED 629 HONEYCOTT,INC 585.00 49699 08/28/2024 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 124,179.00 49700 08/28/2024 PRINTED 59251 J&S STRIPING 25,554.15 49701 08/28/2024 PRINTED 63221 1 C I JONES CHEMICALS INC 5,178.45 49702 08/28/2024 PRINTED 1357 JACKS KEY SERVICE 336.29 49703 08/28/2024 PRINTED 304 JENSEN PRECAST 189.23 49704 08/28/2024 PRINTED 477 JOHNSON,KERI 65.66 49705 08/28/2024 PRINTED 841 JOHNSTONE SUPPLY 179.37 49706 08/28/2024 PRINTED 53241 KONICA MINOLTA BUSINESS SOLUTIONS 770.00 49707 08/28/2024 PRINTED 1817 LANGUAGE NETWORK,INC 195.00 49708 08/28/2024 PRINTED 1818 LIGHTHOUSE HEALTH AND WELLNESS,PBC 3,500.00 49709 08/28/2024 PRINTED 102 LIGHTING INSTYLE 194.57 49710 08/28/2024 PRINTED 1845 LWP CLAIMS SOLUTIONS INC 21,290.00 49711 08/28/2024 PRINTED 406 M2 IMAGE SOLUTION 1,319.59 49712 08/28/2024 PRINTED 1870 JOSE MIRANDA 250.00 49713 08/28/2024 PRINTED 337 BOYER,WAYNE 3,407.70 49714 08/28/2024 PRINTED 473 MUNICIPAL MAINTENANCE EQUIPMENT INC 3,330.39 49715 08/28/2024 PRINTED 771 NETWRIX CORPORATION 5,557.50 49716 08/28/2024 PRINTED 117121 NUCKLES OIL COMPANY INC 30,591.25 49717 08/28/2024 PRINTED 1740 0-REILLY AUTO ENTERPRISES,LLC 82.78 49718 08/28/2024 PRINTED 42771 OCCU-MED LTD 1,801.75 49719 08/28/2024 PRINTED 1581 OPERATIONS MANAGEMENT GROUP 3,975.00 49720 08/28/2024 PRINTED 1410 OUTDOOR CREATIONS INC 147,454.20 49721 08/28/2024 PRINTED 6625 P F SERVICES INC 170.00 49722 08/28/2024 PRINTED 1676 POWER TRIP RENTALS 1,408.38 49723 08/28/2024 PRINTED 992 PRISTINE UNIFORMS,LLC 1,188.63 49724 08/28/2024 PRINTED 1808 ROBERT AVERY CARTER 1,282.55 49725 08/28/2024 PRINTED 1528 RISE INTERPRETING,INC 1,330.00 49726 08/28/2024 PRINTED 1649 ROSALES,HECTOR 65.00 49727 08/28/2024 PRINTED 785 ROSEMOUNT INC 6,708.81 49728 08/28/2024 PRINTED 67381 ROUTE 66 CAR WASH INC 1,025.00 49729 08/28/2024 PRINTED 90591 S&J SUPPLY CO INC 4,504.07 49730 08/28/2024 PRINTED 601 SAN ANTONIO WATER CO 405,242.94 49731 08/28/2024 PRINTED 606 SAN BERNARDINO COUNTY SHERIFF'S 55.50 49732 08/28/2024 PRINTED 1793 SANTA FE WATER SYSTEMS 2,595.15 49733 08/28/2024 PRINTED 637 SMART&FINAL IRIS CO 1,591.49 49734 08/28/2024 PRINTED 77751 IDSC HOLDINGS LLC 372.76 49735 08/28/2024 PRINTED 1608 STAFFING NETWORK HOLDINGS,LLC 2,409.60 49736 08/28/2024 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 648.28 49737 08/28/2024 PRINTED 99981 THOMSON REUTERS-WEST PAYMENT CENTER 3,197.40 49738 08/28/2024 PRINTED 1557 S&J CAPITAL GROUP LLC 225.00 49739 08/28/2024 PRINTED 1296 TRANSTECH ENGINEERS,INC 13,858.75 49740 08/28/2024 PRINTED 4481 V C A CENTRAL ANIMAL HOSPITAL 150.00 Prepared By: Erin Myers Page 7 of 9 Page/2A2614722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 49741 08/28/2024 PRINTED 990 VEOLIA NORTH AMERICA,INC 127.47 49742 08/28/2024 PRINTED 14735 VERIZON WIRELESS 120.03 49743 08/28/2024 PRINTED 14735 VERIZON WIRELESS 11,724.96 49744 08/28/2024 PRINTED 1725 WEST COAST ARBORISTS INC 260,800.00 49745 08/28/2024 PRINTED 1261 WEX HEALTH INC 232.65 49746 08/28/2024 PRINTED 999999 DUTCH BROS LLC 916.00 49747 08/28/2024 PRINTED 999999 JERRY&LINDA DOTSON AB TRUST 46.17 PRINTED CHECKS(366 COUNT) $ 6,728,361.18
80124000 08/01/2024 MANUAL 1788 CHARLES SCHWAB TRUST BANK 654,010.00 80124001 08/01/2024 MANUAL 65181 CALPERS 225,776.42 80224000 08/02/2024 MANUAL 32091 SOUTHERN CALIF EDISON CO 125,096.21 80224001 08/02/2024 MANUAL 153 INLAND EMPIRE UTILITIES AGENCY 613,123.24 80224002 08/02/2024 MANUAL 32091 SOUTHERN CALIF EDISON CO 47,689.81 80224003 08/02/2024 MANUAL 43651 U S BANK NATIONAL ASSN 65,604.14 80524000 08/05/2024 MANUAL 116231 NEOPOST USA INC 5,000.00 80524005 08/08/2024 MANUAL 621 KAREN LONG 187.50 80824000 08/08/2024 MANUAL 1337 STANDARD INSURANCE COMPANY 2,855.33 80824001 08/08/2024 MANUAL 1597 TRUSTMARK VOLUNTARY BENEFIT ADMINISTRATOR 2,747.64 80824002 08/08/2024 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 12,395.27 80824003 08/08/2024 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 336.00 80824004 08/08/2024 MANUAL 1594 COBRA PROFESSIONALS,INC 1,848.70 80824006 08/08/2024 MANUAL 1589 LIVELY INC 3,286.02 80824007 08/08/2024 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 1,247.10 80824008 08/08/2024 MANUAL 618 ICMA-RC 1,637.50 80824009 08/08/2024 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 1,020.00 80824010 08/08/2024 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 1,072.00 80824011 08/08/2024 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,202.00 80824012 08/08/2024 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 33,150.81 80824013 08/08/2024 MANUAL 1939 COMPETITIVE EDGE RESEARCH&COMMUNICATION 38,000.00 80924000 08/09/2024 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 65,859.05 80924001 08/09/2024 MANUAL 624 DEPT OF THE TREASURY 100.00 81324000 08/13/2024 MANUAL 543 SOUTHERN CALIF GAS COMPANY 642.05 81324001 08/13/2024 MANUAL 65181 CALPERS 226,584.73 81324002 08/13/2024 MANUAL 543 SOUTHERN CALIF GAS COMPANY 805.90 81624000 08/16/2024 MANUAL 32091 SOUTHERN CALIF EDISON CO 172,420.74 81624001 08/16/2024 MANUAL 83401 CARL WARREN&CO 31,002.94 82224000 08/22/2024 MANUAL 754 PUBLIC AGENCY COALITION ENTERPRISE 116,437.84 82224001 08/22/2024 MANUAL 5012 ICRMA 87,686.73 82224002 08/22/2024 MANUAL 960 MUNICIPAL DENTAL POOL 25,925.88 82224003 08/22/2024 MANUAL 114711 METROPOLITAN LIFE INSURANCE CO 1,906.80 82324000 08/23/2024 MANUAL 760 WATER FACILITIES AUTHORITY 21,970.22 82324001 08/23/2024 MANUAL 760 WATER FACILITIES AUTHORITY 6,935.06 82324002 08/23/2024 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 64,591.74 82324003 08/23/2024 MANUAL 1589 LIVELY INC 3,286.02 82324004 08/23/2024 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 1,341.50 82324005 08/23/2024 MANUAL 621 KAREN LONG 187.50 82324006 08/23/2024 MANUAL 622 UPLAND CITY EMPLOYEE ASSOCIATION 1,030.00 82324007 08/23/2024 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 336.00 82324008 08/23/2024 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 1,072.00 82324009 08/23/2024 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,016.00 82324010 08/23/2024 MANUAL 1594 COBRA PROFESSIONALS,INC 2,148.70 Prepared By: Erin Myers Page 8 of 9 Pag®i222614722

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 82324011 08/23/2024 MANUAL 618 ICMA-RC 1,637.50 82324012 08/23/2024 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 7,134.50 82324013 08/23/2024 MANUAL 91491 LIBRARY SYSTEMS&SERVICES LLC 118,731.00 82624000 08/26/2024 MANUAL 624 DEPT OF THE TREASURY 100.00 82824000 08/28/2024 MANUAL 760 WATER FACILITIES AUTHORITY 48,341.87 82824001 08/28/2024 MANUAL 65181 CALPERS 225,982.93 82824002 08/28/2024 MANUAL 760 WATER FACILITIES AUTHORITY 423,784.59 82924000 08/29/2024 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 144,777.36 82924001 08/29/2024 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 24,084.05 82924002 08/29/2024 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 28,425.21 82924003 08/29/2024 MANUAL 1282 WESTERN ALLIANCE BUSINESS TRUST 85,812.14 82924004 08/29/2024 MANUAL 11484 U S BANK 4,291,111.38 83024000 08/30/2024 MANUAL 1869 CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY(CIRA) 7,885.29 MANUAL CHECKS(56 COUNT) $ 8,086,380.91
49611 08/21/2024 VOID 1622 SHANNAN MAUST (1,150.00) 45847 07/17/2024 VOID 4392 ICRMA (87,686.73) VOID CHECKS(2 COUNT) $ (88,836.73)
*CHECK#49424 THRU 49497SKIPPED IN ERROR PRINTED CHECKS(366 COUNT) $ 6,728,361.18 MANUAL CHECKS(56 COUNT) $ 8,086,380.91
VOID CHECKS(2 COUNT) $ (88,836.73)
PRINTED&MANUAL CHECK TOTALS $ 14,725,905.36
Prepared By: Erin Myers Page 9 of 9 Pag®/2E2614722

CITY OF UPLAND
o Payroll Costs
8/4/2024 Through 8/17/2024 Check Date: 8/22/2024
Checks $15,473.68
Manual Checks
Void Checks
Direct Deposit $758,327.70
Manual Direct Deposit
Void Direct Deposit
8/4/2024 Through 8/17/2024 Check Date: 8/22/2024
Federal 153,444.56
State 48,933.91
Prepared by: Yesica Montoya
am .

M:IPAYROLLIForms\Payroll Costs & Register Cover Page 1

Page 24 of 722 ends

'ti y "�
V ,x.=a +d CITY OF UPLAND
�'. �_lam
P' 1 �.1 f` ==;< �� Payroll Costs
4• r.. '�w
� I•�g.�1Q".

Z
Payroll
7/21/2024 Through 8/3/2024 Check Date: 8/8/2024
Checks $25,073.80
Manual Checks
Void Checks
Direct Deposit $724,535.59
Manual Direct Deposit
Void Direct Deposit
$749,609.39 I
Taxes
7/21/2024 Through 8/3/2024 Check Date: 8/8/2024
Federal 143,377.38
State 45,711.10
189,088.48 I
Prepared by: Charles Kwon
r $938,697.87,1
M:IPAYROLLIForms\Payroll Costs & Register Cover.xlsx Page 1

Page 25 of 722 ends

4��a �p19� CITY UPLAND
�5, _�� "The City of Gracious Living"
C,,tIFOB,S
'• Staff(krctill
DATE: September 23,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER
SUBJECT: CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH ROBERT HALF INC.

RECOMMENDED ACTION:

It is recommended that the City Council approve a professional services agreement with Robert Half Inc.for$150,000 to provide the City with staff augmentation services;and authorize the City Manager to execute the agreement.

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

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

On June 12,2023,City Council approved a$67,000 professional services agreement with Robert Half Inc.for Fiscal Year 2023/24,and City Council approved amendments to that agreement on January 22,2024.

ISSUES AND ANALYSIS
From time to time,positions may become vacant,and additional personnel services are needed to maintain the city's financial and administrative processes. Robert Half has provided temporary staffing for administrative and professional tasks in the past,and staff recommends approving a professional services agreement with the firm for the 2024-25 fiscal year to provide such staffing until positions can be filled with permanent staff. As the City has come back to Council for amendments the last two fiscal years,this years' approach is to have a higher agreement amount, even if budget has not yet been allocated for that purpose. The city's controls around procurement will ensure that a purchase order is not entered into in excess of budget. If personnel expense is needed to be reclassed to contract services in order to have sufficient budget,a budget amendment will be requested of City Council.

FISCAL IMPACTS
The FY 2024/25 operating budget can accommodate the initial need under this agreement. If additional budget is necessary,staff will come to City Council with a budget adjustment in the future.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 26 of 722 ends

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of September 10, 2024 (Effective Date") by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Robert Half Inc., a Delaware corporation, by and through its administrative & customer service and finance & accounting contract talent practice groups with its location at 3633 Inland Empire Blvd, Suite 525, Ontario, CA 91764-4922 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

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

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

Payments to Consultant for work performed will be made on a weekly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to fifteen thousand dollars ($15,000). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed one hundred sixty-five thousand dollars ($165,000). Any additional work in excess of this amount shall be approved by the City Council.
d. Notwithstanding anything to the contrary in this Agreement, Consultant may at any time, in its sole discretion, discontinue performance of the services once the Not-to- Exceed Amount has been attained (even if Consultant continued to provided services after the Not-to-Exceed Amount was reached).
1

Page 27 of 722 ends

3. Additional Work.

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

4. Maintenance of Records.

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

5. Term
The term of this Agreement shall begin on July 1, 2024, and continue for a period of one year, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement.

6. Reserved

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

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

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

Page 28 of 722 ends

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

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

Page 29 of 722 ends

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

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

Page 30 of 722 ends

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

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

Page 31 of 722 ends

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

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

Page 32 of 722 ends

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

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

13. Reserved

14. Verification of Employment Eligibility.

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

15. Reserved.

16. Laws and Venue.

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

19. Reserved

20. Reserved
7

Page 33 of 722 ends

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

CITY: CONSULTANT:

City of Upland Robert Half Inc.
460 N. Euclid Avenue Attn: Regional Vice President Upland, CA 91786 3633 Inland Empire Blvd, Suite 955 Attn: City Manager Ontario, CA 91764-4922
With a copy to: Client Contracts Dept.
3001 Bishop Drive, Suite 140
San Ramon, CA 94583
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

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

25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal. 8

Page 34 of 722 ends

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

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

28. Reserved

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

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

31. Reserved

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

Page 35 of 722 ends

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

Notwithstanding anything in this Agreement to the contrary, Consultant's maximum liability for any specific engagement, in any case,will not exceed the fees paid to Consultant for that engagement, except that this limitation on liability shall not apply to any indemnity obligations that Consultant may have under this Agreement.
e. This Agreement is only applicable to, and the only Robert Half Inc. branch and practice group(s) obligated under this Agreement are, the administrative & customer service and finance & accounting contract talent practice group(s) of the branch office located at 3633 Inland Empire Blvd, Suite 525, Ontario, CA 91764-4922.
[SIGNATURES ON FOLLOWING PAGE]
10

Page 36 of 722 ends

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND ROBERT HALF INC.

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

CITY OF UPLAND ROBERT HALF INC.EOE
By: By:

Michael Blay
City Manager Its: Regional Vice President
Printed Name: Damian Garcia
ATTEST:

By: By:

Keri Johnson
City Clerk Its: District President
Printed Name:Cyndi Karapogosian
APPROVED AS TO FORM:

By:

Stephen Deitsch
City Attorney
11

Page 37 of 722 ends

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

Page 38 of 722 ends

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

Consultant's invoices are due within 30 days of receipt, including applicable sales and service taxes all of which are payable by City. Consultant will include supporting documentation with each invoice. This is a time-and-materials contract. If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. If state law requires double time pay, the double time hours will be billed at 2.00 times the normal billing rate. Consultant may charge City a fee for the provision of equipment or technology, if City requests that Professional use equipment or technology provided by Consultant. Consultant may also increase Consultant's rates to reflect increases in Consultant's cost of doing business, including costs associated with higher wages for workers and/or related taxes, benefits or other costs. Consultant will provide 14 days prior written notice of technology charges and/or increases in rates. Any increase in rates will be prospective, starting as of the effective date Consultant specifies.
13

Page 39 of 722 ends

Docusign Envelope ID:AF3FB5A0-EF25-4903-B7B0-B9C40583C118 4of UN
0i` .yEFd CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT 0,,44-Fo-03"
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $250 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.

The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.

Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.

As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.

1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $250 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s): _ ZNO

2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $250 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
✓ NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application.

DocuSigned by:
9/5/2024 L_ 1uiU/t.•, ttYY,ict,
Date Signature of authorized individual
Damian Garcia
Company/Applicant Name
(Levine Act definitions on reverse side)

Page 40 of 722 ends

Docusign Envelope ID:AF3FB5A0-EF25-4903-B7B0-B9C40583C118

LEVINE ACT DISCLOSURE STATEMENT DEFINITIONS
Term Definition Law
A proceeding to grant, deny, revoke, restrict, or modify a license, permit or other entitlement for use, that
does not solely involve purely ministerial decisions
and is:

Covered (1)Applied for by the party; FPPC Reg 18438.2(a) "proceedings" (2) Formally or informally requested by the party; or (3)A contract between the agency and the party or a
franchisee granted by the agency to the party, other
than a contract that is competitively bid, a labor
contract, or a personal employment contract.

Any person who files an application for, or is the
Party subject of, a proceeding involving a license, permit, or Gov. Code 84308(a)(1) other entitlement for use.

Any person who is not a party but who actively
supports or opposes a particular decision in a
proceeding involving a license, permit, or other
entitlement for use and who has a financial interest in Gov. Code 84308(a)(2) Participant the decision.A person actively supports or opposes a FPPC Reg 18438.4 particular decision in a proceeding if that person
lobbies in person the officers or employees of the
agency, testifies in person before the agency, or
otherwise acts to influence officers of the agency.

A person who represents a party or participant for
compensation and appears before or otherwise
Agent communicates with the governmental agency for the FPPC Reg 18438.3 purpose of influencing the pending proceeding. See
FPPC Reg 18438.3 for exceptions for certain
consultants.

A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or, if the FPPC Reg Competitively Bid successful bidder refuses or fails to execute the 18438.2(a)(3)(A) contract, to the next lowest bidder with a responsive
bid.

A contract or agreement reached through collective
bargaining or with a representative group regarding
Labor Contract the salary, benefits, or terms and conditions under an FPPC Reg employment or retirement policy for employees or 18438.2(a)(3)(B) retirees, including a project labor agreement entered
under Public Contract Code Section 2500.

Personal A contract for employment, including the terms and Employment conditions of employment, between the agency and FPPC Reg Contract an agency employee.A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.

Page 41 of 722 ends

�� pl"� CITY
UPLAND
„.;
"The City of Gracious Living"
Staff`kr
C�tIFOB�S
DATE: September 23,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER ADOPTING RESOLUTIONS AUTHORIZING THE INVESTMENT OF MONIES

IN THE LOCAL AGENCY INVESTMENT FUND
RECOMMENDED ACTION:

It is recommended that the City Council,the Successor Agency to the Upland Community Redevelopment Agency, the Upland Public Financing Authority,and the City of Upland Financing Authority adopt resolutions authorizing the investment of monies in the Local Agency Investment Fund and establishing positions authorized to invest monies in the Local Agency Investment Fund.

GOAL STATEMENT
The proposed action supports the City's goal of being fiscally conservative and utilizing city assets in the best possible way.

BACKGROUND
On March 12, 2018, the City Council adopted Resolution No. 6433 authorizing the Investment of Monies with the Local Agency Investment Fund(LAIF) and establishing positions authorized to deposit and withdraw monies from the City's account.

On March 12, 2018,the City Council, acting as the governing body of the Successor Agency to the former Upland Community Redevelopment Agency adopted Resolution No.2018-01 authorizing the Investment of Monies with the LAIF and establishing positions authorized to deposit and withdraw monies from the Successor Agency's account.

On March 12,2018,the City Council acting as the governing body of the Upland Public Financing Authority adopted Resolution No.2018-1 authorizing the Investment of Monies with the LAIF and establishing positions authorized to deposit and withdraw monies from the Upland Public Financing Authority's account.

On January 24, 2022,the City Council established the City of Upland Financing Authority pursuant to Government Code section 6500.

ISSUES AND ANALYSIS
The current resolutions authorizing investments of monies in LAIF are in need of update to reflect the tile/position change from Finance Officer to Finance Manager and the title/position change from Accounting Technician to Budget Coordinator. In addition, the incumbent signatures will be updated. Delegations will also be listed and approved at this time.

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

ALTERNATIVES
Provide alternative direction to staff.

Page 42 of 722 ends

CEQA:Not a Project.

Page 43 of 722 ends

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND AUTHORIZING THE INVESTMENT OF MONIES IN

THE LOCAL AGENCY INVESTMENT FUND AND APPROVING

POSITIONS AUTHORIZED TO INVEST MONIES IN THE

LOCAL AGENCY INVESTMENT FUND
WHEREAS, the Local Agency Investment Fund is established in the State Treasury under Government Code section 16429.1 et. seq. for the deposit of money of a local agency for purposes of investment by the State Treasurer; and WHEREAS the Upland City Council hereby finds that the deposit and withdrawal of money in the Local Agency Investment Fund in accordance with Government Code section 16429.1 et. seq. for the purpose of investment as provided therein is in the best interest of the City of Upland.

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

Section 1. Authorization. The City Council does hereby authorize the deposit and withdrawal of the City of Upland monies in the Local Agency Investment fund in the State Treasury in accordance with Government Code section 16429.1 et. seq. for the purposes of investment as provided therein.

Section 2. Officers. The following City of Upland officers holding the title(s) specified herein below or their successors in office each hereby are authorized to order the deposit or withdrawal of monies in the Local Agency Investment Fund and may execute and deliver any and all documents necessary or advisable in order to effectuate the purposes of this resolution and the transactions contemplated herein:

Name Title Signature Resolution Delegation Michael Blay City Manager X
Stephen Parker Assistant City Manager X
Staci Sullivan Finance Manager X
Saleha Kazmi Accounting Supervisor X
Charles Kwon Budget Coordinator X
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

Page 44 of 722 ends

Resolution No.

Page 2 ends

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. This Resolution shall prevail over any existing resolution in the event of a conflict and shall remain in full force and effect until rescinded by the City Council by resolution and a copy of the resolution rescinding this Resolution is filed with the State Treasurer's Office.

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

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

PASSED, APPROVED AND ADOPTED this 23rd day of September, 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 23rd day of September, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Page 45 of 722 ends

RESOLUTION NO.

A RESOLUTION OF THE SUCCESSOR AGENCY TO THE

UPLAND COMMUNITY REDEVELOPMENT AGENCY

AUTHORIZING THE INVESTMENT OF MONIES IN THE LOCAL

AGENCY INVESTMENT FUND AND APPROVING POSITIONS

AUTHORIZED TO INVEST MONIES IN THE LOCAL AGENCY

INVESTMENT FUND
WHEREAS, the Local Agency Investment Fund is established in the State Treasury under Government Code section 16429.1 et. seq. for the deposit of money of a local agency for purposes of investment by the State Treasurer; and WHEREAS, the Successor Agency to the Upland Community Redevelopment Agency hereby finds that the deposit and withdrawal of money in the Local Agency Investment Fund in accordance with Government Code section 16429.1 et. seq. for the purpose of investment as provided therein is in the best interest of the Successor Agency to the former Upland Community Redevelopment Agency (Successor Agency).

NOW, THEREFORE, the Successor Agency to the Upland Community Redevelopment Agency hereby finds, determines and resolves, as follows:

Section 1. Authorization. The Successor Agency does hereby authorize the deposit and withdrawal of the Successor Agency monies in the Local Agency Investment Fund in the State Treasury in accordance with Government Code section 16429.1 et. seq. for the purposes of investment as provided therein.

Page 46 of 722 ends

Resolution No.

Page 2 ends

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. This Resolution shall prevail over any existing resolution in the event of a conflict and shall remain in full force and effect until rescinded by the Successor Agency by resolution and a copy of the resolution rescinding this resolution is filed with the State Treasurer's Office.

Section 5. Certification. The Secretary of the Successor shall certify the adoption of this resolution.

PASSED, APPROVED AND ADOPTED this 23rd day of September, 2024.

Bill Velto, Chairperson
I, Keri Johnson, Secretary of the Successor Agency to the Upland Community Redevelopment Agency, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the Successor Agency held on the 23rd day of September, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, Secretary

Page 47 of 722 ends

RESOLUTION NO.

A RESOLUTION OF THE UPLAND PUBLIC FINANCING

AUTHORITY AUTHORIZING THE INVESTMENT OF MONIES

IN THE LOCAL AGENCY INVESTMENT FUND AND

APPROVING POSITIONS AUTHORIZED TO INVEST MONIES

IN THE LOCAL AGENCY INVESTMENT FUND
WHEREAS, the Local Agency Investment Fund is established in the State Treasury under Government Code section 16429.1 et. seq. for the deposit of money of a local agency for purposes of investment by the State Treasurer; and WHEREAS, the Board of Directors of the Upland Public Financing Authority hereby finds that the deposit and withdrawal of money in the Local Agency Investment Fund in accordance with Government Code section 16429.1 et. seq. for the purpose of investment as provided therein is in the best interest of the Upland Public Financing Authority (Authority).

NOW, THEREFORE, the Board of Directors of the Authority hereby finds, determines and resolves, as follows:

Section 1. Authorization. The Board of Directors of the Authority does hereby authorize the deposit and withdrawal of the Authority's monies in the Local Agency Investment Fund in the State Treasury in accordance with Government Code section 16429.1 et. seq. for the purposes of investment as provided therein.

Section 2. Officers. The following City of Upland officers holding the title(s) specified herein below or their successors in office each hereby are authorized to order the deposit or withdrawal of monies in the Local Agency Investment Fund and may execute and deliver any and all documents necessary or advisable in order to effectuate the purposes of this Resolution and the transactions contemplated herein:

Name Title Signature Resolution Delegation Michael Blay City Manager X
Stephen Parker Assistant City Manager X
Staci Sullivan Finance Manager X
Saleha Kazmi Accounting Supervisor X
Charles Kwon Budget Coordinator X
Section 3. Compliance with California Environmental Quality Act. The Board of Directors of the Authority 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

Page 48 of 722 ends

Resolution No.

Page 2 ends

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. This Resolution shall prevail over any existing resolution in the event of a conflict and shall remain in full force and effect until rescinded by the Authority by resolution and a copy of the resolution rescinding this resolution is filed with the State Treasurer's Office.

Section 5. Certification. The Secretary of the Upland Public Financing Authority shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

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

PASSED, APPROVED AND ADOPTED this 23rd day of September, 2024.

Bill Velto, Chairperson
I, Keri Johnson, Secretary of the Upland Public Financing Authority, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the Upland Public Financing Authority held on the 23rd day of September, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, Secretary

Page 49 of 722 ends

RESOLUTION NO.

A RESOLUTION OF THE CITY OF UPLAND FINANCING

AUTHORITY AUTHORIZING THE INVESTMENT OF MONIES

IN THE LOCAL AGENCY INVESTMENT FUND AND

APPROVING POSITIONS AUTHORIZED TO INVEST MONIES

IN THE LOCAL AGENCY INVESTMENT FUND
WHEREAS, the Local Agency Investment Fund is established in the State Treasury under Government Code section 16429.1 et. seq. for the deposit of money of a local agency for purposes of investment by the State Treasurer; and WHEREAS, the Board of Directors of the City of Upland Financing Authority hereby finds that the deposit and withdrawal of money in the Local Agency Investment Fund in accordance with Government Code section 16429.1 et. seq. for the purpose of investment as provided therein is in the best interest of the City of Upland Financing Authority (Authority).

NOW, THEREFORE, the Board of Directors of the Authority hereby finds, determines and resolves, as follows:

Section 2. Officers. The following City of Upland officers holding the title(s) specified herein below or their successors in office each hereby are authorized to order the deposit or withdrawal of monies in the Local Agency Investment Fund and may execute and deliver any and all documents necessary or advisable in order to effectuate the purposes of this Resolution and the transactions contemplated herein:

Name Title Signature Resolution Delegation Michael Blay City Manager X
Stephen Parker Assistant City Manager X
Staci Sullivan Finance Manager X
Saleha Kazmi Accounting Supervisor X
Charles Kwon Budget Coordinator X
Section 3. Compliance with California Environmental Quality Act. The Board of Directors of the Authority 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

Page 50 of 722 ends

Resolution No.

Page 2 ends

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

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

PASSED, APPROVED AND ADOPTED this 23rd day of September, 2024.

Bill Velto, Chairperson
I, Keri Johnson, Secretary of the City of Upland Financing Authority, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City of Upland Financing Authority held on the 23rd day of September, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, Secretary

Page 51 of 722 ends

ALLOCATION FROM SUPERVISOR ARMENDAREZ FOR ECONOMIC DEVELOPMENT

AND INFLATION REDUCTION PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council accept $350,000 in funding from the County of San Bernardino through Supervisor Armendarez allocations of the Board of Supervisors Discretionary Fund — District Specific Priorities Program for an economic development and inflation reduction project;and authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed action supports the City's goal of seeking alternate funding sources for City purchases.

BACKGROUND
Upland is represented by San Bernardino County Supervisors Curt Hagman and Jesse Armendarez. Second District Supervisor Armendarez represents the northern portion of the City, with the boundary line mostly running on 14th Street.

In recent years, Supervisor Armendarez has frequently supported the City of Upland from the County of San Bernardino's Supervisors Discretionary Fund—District Specific Priorities Program. Some of the funds City Council has recently accepted from Supervisor Armendarez are detailed below:

Date Funding Provided Project
August 14,2023 $500,000 Baldy View Dog Park
August 14,2023 $250,000 Downtown Cameras
January 8,2024 $250,000 Police Department Locker Room August 12,2024 $2,000,000 Foothill Blvd.Rehabilitation and Water Improvement Project On June 10,2024,the City Council approved a professional services agreement with Watry Design,Inc. for a not to exceed$337,610 to complete a conceptual and schematic design and preliminary engineering services for a multiple story parking structure in Downtown Upland and appropriated additional ARPA funds to cover the agreement.

ISSUES AND ANALYSIS
Recently,Supervisor Armendarez was informed about the City's current effort to support the economic development of Downtown Upland through the development of a multi-story parking structure. The Supervisor has been pleased with the improvements seen in Downtown Upland to date,and desired to support the continued revitalization efforts.

ENVIRONMENTAL DETERMINATION
The proposed action is the acceptance of funding from County Supervisors 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
This action will increase the budget in Fund 217 by$350,000 to account for the provision of Supervisors Discretionary Funds for economic development efforts. In addition,this will re-purpose the current$337,610 appropriation in ARPA Fund 229 towards other infrastructure projects.

Page 52 of 722 ends

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 53 of 722 ends

THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY Contract Number

SAN BERNARDINO
COUNTY SAP Number
Board of Supervisors
Department Contract Representative Stephanie Maldonado Telephone Number 909-387-4378
Contractor City of Upland
Contractor Representative Michael Blay
Telephone Number 909-931-4106
Contract Term 10/08/24-10/07/25
Original Contract Amount Not-to-Exceed $350,000
Amendment Amount
Total Contract Amount Not-to-Exceed $350,000
Cost Center 1022001000
IT IS HEREBY AGREED AS FOLLOWS:

WHEREAS, it is the policy of the Board of Supervisors (Board)to work with community partners through services provided by San Bernardino County (County) and contractual agreements to identify programs, projects, and initiatives, that support the mission of the County, and to provide services to citizens that promote health, safety, economic well-being, education, recreation, and other public services that enhance quality of life, and meet the needs of the County's citizens; and
WHEREAS, under Government Code sections 26224 and 26227 the Board may contract with certain entities to provide certain services to County residents; and,
WHEREAS, on September 21, 2021 (Item No. 18), the Board approved the Board of Supervisors Discretionary Fund — District Specific Priorities Program (Priorities Program) and allocated $4 million to each of the five supervisorial districts; and
WHEREAS, on November 16, 2021 (Item No. 33), the Board approved an additional allocation of$7 million to each of the five supervisorial districts under the Priorities Program; and WHEREAS, on February 6, 2024 (Item No.61), the Board approved an additional allocation of$6 million to each of the five supervisorial districts under the Priorities Program; and Standard Contract I0a9R15 f(PP722

WHEREAS, on June 11, 2024 (Item No. 110), the Board approved an additional allocation of$3 million to each of the five supervisorial districts under the Priorities Program; and WHEREAS, County desires to providing funding to the City of Upland (City or Contractor) to contribute towards the costs of a comprehensive Economic Development and Inflation Reduction Project (Project)to stimulate local economic growth, create job opportunities, and reduce the impact of inflation on residents and business; and create new housing and business opportunities in downtown Upland.

WHEREAS, the County would like the City to provide these services; and WHEREAS, the County finds Contractor qualified to oversee the management of the Project; and WHEREAS, providing funding to Contractor serves the public purpose of providing for the health, safety, economic well-being, education, recreational, and social service needs of residents; and WHEREAS, the County residents of Upland and the surrounding communities of the Second District will be served by the Project; and
WHEREAS, the County desires that such services be provided by Contractor and Contractor agrees to perform these services as set forth below.

NOW, THEREFORE, the County and Contractor mutually agree to the following terms and conditions:

A. PURPOSE OF CONTRACT
This Contract is made for the purpose of providing funding to support Contractor with the costs of a comprehensive Economic Development and Inflation Reduction Project to meet the needs of the residents of Upland and surrounding communities.

B. CONTRACTOR RESPONSIBILITIES AND SCOPE OF SERVICES B.1 Funding arising out of this Contract will be used for a Scope of Services to with the costs of a comprehensive Economic Development and Inflation Reduction Project to stimulate local economic growth, create job opportunities, reduce the impact of inflation on residents and business, and provides the ability to develop new housing and create new businesses by consolidating parking within downtown Upland.

B.2 Contractor shall allow the County, its officers, agents and employees the privilege and right to on- site inspection of the Project for the duration of this Contract. Contractor will ensure that its employees or agents furnish any information that in the judgment of the County, may be relevant to a question of compliance with contractual conditions, or the effectiveness, legality, and achievements of the program.

B.3 Contractor shall provide the County all documentation regarding the scope of services covered by this Contract that the County requests from Contractor within 10 days of County's request unless a different time is agreed to by the County.

B.4 Contractor shall provide the County with documentation supporting completion of the project within 60 days of project completion.

B.5 Contractor acknowledges and agrees that it will make a matching contribution of at least 25% of the cost of the Services that Contractor will provide under this Contract. Contractor's matching contribution will be a minimum of$87,500.

C. GENERAL CONTRACT REQUIREMENTS
C.1 Recitals
The recitals set forth above are true and correct and incorporated herein by this reference.

C.2 Contract Amendments
Revised 1/10/23 55fof7722

Contractor agrees any alterations, variations, modifications, or waivers of the provisions of the Contract, shall be valid only when reduced to writing, executed and attached to the original Contract and approved by the person(s) authorized to do so on behalf of Contractor and County.

C.3 Contract Assignability
Without the prior written consent of the County, the Contract is not assignable by Contractor either in whole or in part. Any attempt by Contractor to assign any performance of the terms of this Contract shall be null and void and shall constitute a material breach of this Contract.

C.4 Contract Exclusivity
This is not an exclusive Contract. The County reserves the right to enter into a contract with other contractors for the same or similar services. The County does not guarantee or represent that the Contractor will be permitted to perform any minimum amount of work, or receive compensation other than on a per order basis, under the terms of this Contract.

C.5 Attorney's Fees and Costs
If any legal action is instituted to enforce any party's rights hereunder, each party shall bear its own costs and attorney fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs and attorney fees directly arising from a third-party legal action against a party hereto and payable under Indemnification and Insurance Requirements.

C.6 Background Checks for Contractor Personnel
Contractor shall ensure that its personnel (a) are authorized to work in the jurisdiction in which they are assigned to perform Services; (b) do not use legal or illegal substances in any manner which will impact their ability to provide Services to the County; and (c) are not otherwise disqualified from performing the Services under applicable law. If requested by the County and not in violation of applicable law, Contractor shall conduct a background check, at Contractor's sole expense, on all its personnel providing Services. If requested by the County, Contractor shall provide the results of the background check of each individual to the County. Such background check shall be in the form generally used by Contractor in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process but must, at a minimum, have been performed within the preceding 12-month period. Contractor personnel who do not meet the County's hiring criteria, in County's sole discretion, shall not be assigned to work on County property or Services, and County shall have the right, at its sole option, to refuse access to any Contractor personnel to any County facility.

C.7 Change of Address
Contractor shall notify the County in writing, of any change in mailing address within ten (10) business days of the change.

C.8 Choice of Law
This Contract shall be governed by and construed according to the laws of the State of California.

C.9 Compliance with County Policy
In performing the Services and while at any County facilities, Contractor personnel (including subcontractors) shall (a) conduct themselves in a businesslike manner; (b) comply with the policies, procedures, and rules of the County regarding health and safety, and personal, professional and ethical conduct; (c) comply with the finance, accounting, banking, Internet, security, and/or other applicable standards, policies, practices, processes, procedures, and controls of the County; and (d) abide by all laws applicable to the County facilities and the provision of the Services, and all amendments and modifications to each of the documents listed in subsections (b), (c), and (d) (collectively, "County Policies"). County Policies, and additions or modifications thereto, may be communicated orally or in writing to Contractor or Contractor personnel or may be made available to Contractor or Contractor personnel by conspicuous posting at a County facility, electronic posting, or other means generally used by County to disseminate such information to its employees or contractors. Contractor shall be responsible for Revised 1/10/23 56fof7722

the promulgation and distribution of County Policies to Contractor personnel to the extent necessary and appropriate.

County shall have the right to require Contractor's employees, agents, representatives and subcontractors to exhibit identification credentials issued by County in order to exercise any right of access under this Contract.

C.10 Confidentiality
Contractor shall protect from unauthorized use or disclosure names and other identifying information concerning persons receiving Services pursuant to this Contract, except for statistical information not identifying any participant. Contractor shall not use or disclose any identifying information for any other purpose other than carrying out the Contractor's obligations under this Contract, except as may be otherwise required by law. This provision will remain in force even after the termination of the Contract.

C.11 Primary Point of Contact
Contractor will designate an individual to serve as the primary point of contact for the Contract.

Contractor or designee must respond to County inquiries within two(2) business days. Contractor shall not change the primary contact without written acknowledgement to the County. Contractor will also designate a back-up point of contact in the event the primary contact is not available.

C.12 County Representative
The Second District Supervisor or his/her designee shall represent the County in all matters pertaining to the services to be rendered under this Contract, including termination and assignment of this Contract, and shall be the final authority in all matters pertaining to the Services/Scope of Work by Contractor. Except as provided under Section D of this Contract, if this Contract was initially approved by the San Bernardino County Board of Supervisors, then the Board of Supervisors must approve all amendments to this Contract.

C.13 Damage to County Property
Contractor shall repair, or cause to be repaired, at its own cost, all damages to County vehicles, facilities, buildings or grounds caused by the willful or negligent acts of Contractor or its employees or agents. Such repairs shall be made immediately after Contractor becomes aware of such damage, but in no event later than thirty (30) days after the occurrence.

If the Contractor fails to make timely repairs, the County may make any necessary repairs. The Contractor, as determined by the County, shall repay all costs incurred by the County for such repairs, by cash payment upon demand, or County may deduct such costs from any amounts due to the Contractor from the County, as determined at the County's sole discretion.

C.14 Debarment and Suspension
Contractor certifies that neither it nor its principals or subcontractors is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration's System for Award Management website https://www.sam.gov) .

Contractor further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

C.15 Drug and Alcohol Free Workplace
In recognition of individual rights to work in a safe, healthful and productive work place, as a material condition of this Contract, the Contractor agrees that the Contractor and the Contractor's employees, while performing service for the County, on County property, or while using County equipment:

C.15.1 Shall not be in any way impaired because of being under the influence of alcohol or an illegal or controlled substance.

Revised 1/10/23 .$3fof7722

C.15.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal or controlled substance.

C.15.3 Shall not sell, offer, or provide alcohol or an illegal or controlled substance to another person, except where Contractor or Contractor's employee who, as part of the performance of normal job duties and responsibilities, prescribes or administers medically prescribed drugs.

The Contractor shall inform all employees that are performing service for the County on County property, or using County equipment, of the County's objective of a safe, healthful and productive work place and the prohibition of drug or alcohol use or impairment from same while performing such service for the County.

The County may terminate for default or breach of this Contract and any other Contract the Contractor has with the County, if the Contractor or Contractor's employees are determined by the County not to be in compliance with above.

C.16 Duration of Terms
This Contract, and all of its terms and conditions, shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties, provided no such assignment is in violation of the provisions of this Contract.

C.17 Employment Discrimination
During the term of the Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual orientation, age, or military and veteran status.

Contractor shall comply with Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, 13672, Title VI and Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act and other applicable Federal, State and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted.

C.18 Environmental Requirements
In accordance with County Policy 11-08, the County prefers to acquire and use products with higher levels of post-consumer recycled content. Environmentally preferable goods and materials must perform satisfactorily and be available at a reasonable price. The County requires Contractor to use recycled paper for any printed or photocopied material created as a result of this Contract. Contractor is also required to use both sides of paper sheets for reports submitted to the County whenever practicable.

To assist the county in meeting the reporting requirements of the California Integrated Waste Management Act of 1989 (AB 939), Contractor must be able to annually report the County's environmentally preferable purchases. Contractor must also be able to report on environmentally preferable goods and materials used in the provision of their service to the County, utilizing a County approved form.

C.19 Improper Influence
Contractor shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables him/her to influence any award of the Contract or any competing offer, shall have any direct or indirect financial interest resulting from the award of the Contract or shall have any relationship to the Contractor or officer or employee of the Contractor.

C.20 Improper Consideration
Revised 1/10/23 §afof7722

Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.

The County, by written notice, may immediately terminate this Contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the proposal and award process. This prohibition shall apply to any amendment, extension or evaluation process once a contract has been awarded.

Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from Contractor. The report shall be made to the supervisor or manager charged with supervision of the employee or the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.

C.21 Informal Dispute Resolution
In the event the County determines that service is unsatisfactory, or in the event of any other dispute, claim, question or disagreement arising from or relating to this Contract or breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement.

To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

C.22 Legality and Severability
The parties' actions under the Contract shall comply with all applicable laws, rules, regulations, court orders and governmental agency orders. The provisions of this Contract are specifically made severable. If a provision of the Contract is terminated or held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full effect.

C.23 Licenses, Permits and/or Certifications
Contractor shall ensure that it has all necessary licenses, permits and/or certifications required by the laws of Federal, State, County, and municipal laws, ordinances, rules and regulations. The Contractor shall maintain these licenses, permits and/or certifications in effect for the duration of this Contract. Contractor will notify County immediately of loss or suspension of any such licenses, permits and/or certifications. Failure to maintain a required license, permit and/or certification may result in immediate termination of this Contract.

C.24 Material Misstatement/Misrepresentation
If during the course of the administration of this Contract, the County determines that Contractor has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, this Contract may be immediately terminated. If this Contract is terminated according to this provision, the County is entitled to pursue any available legal remedies.

C.25 Mutual Covenants
The parties to this Contract mutually covenant to perform all of their obligations hereunder, to exercise all discretion and rights granted hereunder, and to give all consents in a reasonable manner consistent with the standards of"good faith" and "fair dealing".

C.26 Nondisclosure
Contractor shall hold as confidential and use reasonable care to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, confidential information that is either: (1) provided by the County to Contractor or an agent of Contractor or otherwise made available to Contractor or Contractor's agent in connection with this Contract; or, (2) Revised 1/10/23 151fof7722

acquired, obtained, or learned by Contractor or an agent of Contractor in the performance of this Contract. For purposes of this provision, confidential information means any data, files, software, information or materials in oral, electronic, tangible or intangible form and however stored, compiled or memorialize and includes, but is not limited to, technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data.

C.27 Notice of Delays
Except as otherwise provided herein, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within twenty-four (24) hours, give notice thereof, including all relevant information with respect thereto, to the other party.

C.28 Ownership of Documents
All documents, data, products, graphics, computer programs and reports prepared by Contractor pursuant to the Contract shall be considered property of the County upon payment for services (and products, if applicable). All such items shall be delivered to County at the completion of work under the Contract, subject to the requirements of Section IV—Term of the Contract. Unless otherwise directed by County, Contractor may retain copies of such items.

C.29 RESERVED.

C.30 Air, Water Pollution Control, Safety and Health
Contractor shall comply with all air pollution control, water pollution, safety and health ordinances and statutes, which apply to the work performed pursuant to this Contract.

C.31 Records
Contractor shall maintain all records and books pertaining to the delivery of services under this Contract and demonstrate accountability for Contract performance. All records shall be complete and current and comply with all Contract requirements. Failure to maintain acceptable records shall be considered grounds for withholding of payments for invoices submitted and/or termination of the Contract.

All records relating to the Contractor's personnel, consultants, subcontractors, Services/Scope of Work and expenses pertaining to this Contract shall be kept in a generally acceptable accounting format. Records should include primary source documents. Fiscal records shall be kept in accordance with Generally Accepted Accounting Principles and must account for all funds, tangible assets, revenue and expenditures. Fiscal records must comply with the appropriate Office of Management and Budget (OMB) Circulars, which state the administrative requirements, cost principles and other standards for accountancy.

C.32 Relationship of the Parties
Nothing contained in this Contract shall be construed as creating a joint venture, partnership, or employment arrangement between the Parties hereto, nor shall either Party have the right, power or authority to create an obligation or duty, expressed or implied, on behalf of the other Party hereto.

C.33 Release of Information
No news releases, advertisements, public announcements or photographs arising out of the Contract or Contractor's relationship with County may be made or used without prior written approval of the County.

C.34 Representation of the County
In the performance of this Contract, Contractor, its agents and employees, shall act in an independent capacity and not as officers, employees, or agents of the San Bernardino County.

Revised 1/10/23 ®fof7722

C.35 Strict Performance
Failure by a party to insist upon the strict performance of any of the provisions of this Contract by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Contract thereafter.

C.36 Subcontracting
Contractor shall obtain County's written consent, which County may withhold in its sole discretion, before entering into Contracts with or otherwise engaging any subcontractors who may supply any part of the Services to County. At County's request, Contractor shall provide information regarding the subcontractor's qualifications and a listing of a subcontractor's key personnel including, if requested by the County, resumes of proposed subcontractor personnel. Contractor shall remain directly responsible to County for its subcontractors and shall indemnify County for the actions or omissions of its subcontractors under the terms and conditions specified in Section G. All approved subcontractors shall be subject to the provisions of this Contract applicable to Contractor Personnel.

For any subcontractor, Contractor shall:

C.36.1 Be responsible for subcontractor compliance with the Contract and the subcontract terms and conditions; and
C.36.2 Ensure that the subcontractor follows County's reporting formats and procedures as specified by County.

C.36.3 Include in the subcontractor's subcontract substantially similar terms as are provided in Sections B. Contractor Responsibilities and C. General Contract Requirements.

Upon expiration or termination of this Contract for any reason, County will have the right to enter into direct Contracts with any of the Subcontractors. Contractor agrees that its arrangements with Subcontractors will not prohibit or restrict such Subcontractors from entering into direct Contracts with County.

C.37 Subpoena
In the event that a subpoena or other legal process commenced by a third party in any way concerning the Goods or Services provided under this Contract is served upon Contractor or County, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Contractor and County further agree to cooperate with the other party in any lawful effort by such other party to contest the legal validity of such subpoena or other legal process commenced by a third party as may be reasonably required and at the expense of the party to whom the legal process is directed, except as otherwise provided herein in connection with defense obligations by Contractor for County.

C.38 Termination for Convenience
The County and the Contractor each reserve the right to terminate the Contract, for any reason, with a thirty (30) day written notice of termination. Such termination may include all or part of the services described herein. Upon such termination, payment will be made to the Contractor for services rendered and expenses reasonably incurred prior to the effective date of termination.

Upon receipt of termination notice Contractor shall promptly discontinue services unless the notice directs otherwise. Contractor shall deliver promptly to County and transfer title (if necessary) all completed work, and work in progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and reports.

County may immediately terminate this Contract upon the termination, suspension, discontinuation or substantial reduction in County funding for the Contract activity or if for any reason the timely completion of the scope of work described in Section A or B under this Contract is rendered improbable, infeasible or impossible.

Upon Contract termination, Contractor shall immediately transfer to County all County Funds on hand at the time of expiration and any accounts receivable attributable to the use of County Funds.

Revised 1/10/23 §bfof7722

C.39 Time of the Essence
Time is of the essence in performance of this Contract and of each of its provisions.

C.40 Venue
The parties acknowledge and agree that this Contract was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County, San Bernardino District.

C.41 Conflict of Interest
Contractor shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, or subcontractors and the County. Contractor shall make a reasonable effort to prevent employees, Contractor, or members of governing bodies from using their positions for purposes that are, or give the appearance of being motivated by a desire for private gain for themselves or others such as those with whom they have family business, or other ties.

Officers, employees, and agents of cities, counties, districts, and other local agencies are subject to applicable conflict of interest codes and state law. In the event the County determines a conflict of interest situation exists, any increase in costs, associated with the conflict of interest situation, may be disallowed by the County and such conflict may constitute grounds for termination of the Contract. This provision shall not be construed to prohibit employment of persons with whom Contractor's officers, employees, or agents have family, business, or other ties so long as the employment of such persons does not result in increased costs over those associated with the employment of any other equally qualified applicant.

C.42 Former County Administrative Officials
Contractor agrees to provide, or has already provided information on former San Bernardino County administrative officials (as defined below) who are employed by or represent Contractor.

The information provided includes a list of former County administrative officials who terminated County employment within the last five years and who are now officers, principals, partners, associates or members of the business. The information also includes the employment with or representation of Contractor. For purposes of this provision, "County administrative official" is defined as a member of the Board of Supervisors or such officer's staff, County Executive Officer or member of such officer's staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit.

C.43 Disclosure of Criminal and Civil Procedures
The County reserves the right to request the information described herein from the Contractor.

Failure to provide the information may result in a termination of the Contract. The County also reserves the right to obtain the requested information by way of a background check performed by an investigative firm. The Contractor also may be requested to provide information to clarify initial responses. Negative information discovered may result in Contract termination.

Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees (as that term is defined herein), within the last ten years, has been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or indirectly from the conduct of the firm's business, or whether the firm, or any of its partners, principals, members, associates or key employees, has within the last ten years, been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Revised 1/10/23 §3f0f7722

Contractor will be asked to describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail.

In addition,the Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees, within the last ten years, has been the subject of legal proceedings as defined herein arising directly from the provision of services by the firm or those individuals. "Legal proceedings" means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the Contractor will be asked to describe any such legal proceedings (and the status and disposition thereof) and the surrounding circumstances in detail.

For purposes of this provision "key employees" includes any individuals providing direct service to the County. "Key employees" do not include clerical personnel providing service at the firm's offices or locations.

C.44 Copyright
County shall have a royalty-free, non-exclusive and irrevocable license to publish, disclose, copy, translate, and otherwise use, copyright or patent, now and hereafter, all reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties developed under this Contract including those covered by copyright, and reserves the right to authorize others to use or reproduce such material. All such materials developed under the terms of this Contract shall acknowledge the San Bernardino County as the funding agency and Contractor as the creator of the publication. No such materials, or properties produced in whole or in part under this Contract shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of County. Copies of all educational and training materials, curricula, audio/visual aids, printer material, and periodicals, assembled pursuant to this Contract must be filed with the County prior to publication.

C.45 Artwork, Proofs and Negatives
All artwork, proofs, and/or negatives in either print or digital format for anything produced under the terms of this Contract are the property of the County. These items must be returned to the County within ten (10) days, upon written notification to the Contractor. In the event of a failure to return the documents, the County is entitled to pursue any available legal remedies. In addition, the Contractor will be barred from all future solicitations, for a period of at least six (6) months.

C.46 Reserved
C.47 Reserved
C.48 Reserved
C.49 California Consumer Privacy Act
To the extent applicable, if Contractor is a business that collects the personal information of a consumer(s) in performing Services pursuant to this Contract, Contractor must comply with the provisions of the California Consumer Privacy Act (CCPA). (Cal. Civil Code §§1798.100, et seq.).

For purposes of this provision, "business," "consumer," and "personal information" shall have the same meanings as set forth at Civil Code section 1798.140. Contractor must contact the County immediately upon receipt of any request by a consumer submitted pursuant to the CCPA that requires any action on the part of the County, including but not limited to, providing a list of disclosures or deleting personal information. Contractor must not sell, market or otherwise disclose personal information of a consumer provided by the County unless specifically authorized pursuant to terms of this Contract. Contractor must immediately provide to the County any notice provided by a consumer to Contractor pursuant to Civil Code section 1798.150(b) alleging a violation of the CCPA, that involves personal information received or maintained pursuant to this Revised 1/10/23 Raw Ca Of 1722

Contract. Contractor must immediately notify the County if it receives a notice of violation from the California Attorney General pursuant to Civil Code section 1798.155(b).

D. TERM OF CONTRACT
The services to be provided by Contractor shall commence October 8, 2024, and shall be completed by October 7, 2025, but may be terminated earlier in accordance with provisions of this Contract.

The County Chief Executive Officer, at the direction of the Second District Supervisor, may extend the term of the Contract, in writing, to allow Contractor to complete all requirements in the Contract under the following conditions:
a. In aggregate all extensions do not exceed twelve (12) calendar months; b. Are specifically requested by Contractor;
c. Will not change the project goals or scope of services; d. Are in the best interests of County and Contractor in performing the scope of services under this Contract; and
e. Do not alter the amount of compensation under this Contract.

E. RESERVED.

F. FISCAL PROVISIONS
F.1 The maximum amount of payment under this Contract shall not exceed $350,000 and shall be subject to availability of other funds to the County. The consideration to be paid to Contractor, as provided herein, shall be in full payment for all Contractor's services and expenses incurred in the performance hereof, including travel and per diem.

F.2 Any costs in excess of the amount available in this section shall be the sole responsibility of Contractor. This condition however, does not preclude County from providing additional funding at its sole discretion. For the purpose of this Contract, County shall disburse compensation and monitor the Contractor's performance in satisfying the scope of work obligations under the terms of this Contract.

Disbursement of funds to Contractor shall be made in one lump sum. Upon review/approval by County, County shall make payment to Contractor within thirty (30) working days after receipt of Contractor's invoice or the resolution of any billing dispute. Contractor shall email County the Contractor's invoice requesting one lump sum payment. The invoice(s) shall reflect the Entity Payable To Name and Address, Invoice Date, Invoice Number, Project Name, Contract Number, County-Issued Purchase Order (if applicable), the text "Final Invoice", amount due, in a format acceptable to the County for services performed under this Contract. Contractor shall email invoice to County Administrative Office-Finance and Administration (County Finance) and shall include in the Subject Line: BOS — ENTITY NAME — PROJECT NAME — CONTRACT NUMBER — PO # [PURCHASE ORDER NUMBER]" (i.e. BOS-SAN BERNARDINO COUNTY-EDUCATION PROGRAM —21-NNN — PO 4100NNNNNN).

Contractor shall submit a final expenditure report documented with "audit ready" supportive evidence of each expenditure and proof of payment until all funds have been justified 60 days after project completion. Documentation shall be submitted electronically, and Contractor shall supply hard copies upon request by County. Supportive evidence shall include, but is not limited to, copy of County's approval email to Contractor, quotes, copy(ies)of purchase order, packing slips, a copy of the invoice submitted by Contractor requesting one lump sum payment from County, invoices paid by the Contractor for this project, proof of payment, etc., to County Finance. Email to County Finance shall include in the Subject Line: BOS — ENTITY NAME — PROJECT NAME — CONTRACT NUMBER— PO#[PURCHASE ORDER NUMBER]"-SUPPORTIVE DOCUMENTS.

F.3 Contractor shall accept all payments from County via electronic funds transfer (EFT) directly deposited into the Contractor's designated checking or other bank account. Contractor shall Revised 1/10/23 Raw $4 af1%l22

promptly comply with directions and accurately complete forms provided by County required to process EFT payments.

F.4 County is exempt from Federal excise taxes and no payment shall be made for any personal property taxes levied on Contractor or on any taxes levied on employee wages. The County shall only pay for any State or local sales or use taxes on the services rendered or equipment and/or parts supplied to the County pursuant to the Contract.

F.5 Costs for services under the terms of this Contract shall be incurred during the contract period except as approved by County. Contractor shall not use current year funds to pay prior or future year obligations.

F.6 Funds made available under this Contract shall not supplant any federal, state or any governmental funds intended for services of the same nature as this Contract. Contractor shall not claim reimbursement or payment from County for, or apply sums received from County with respect to that portion of its obligations that have been paid by another source of revenue.

Contractor agrees that it will not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or compensation for purposes of obtaining funds from another revenue source without prior written approval of the County.

F.7 Contractor shall adhere to the County's Travel Management Policy (8-02 and 08-02SP1) when travel is pursuant to this Contract and for which reimbursement is sought from the County. In addition, Contractor is encouraged to utilize local transportation services, including but not limited to, the Ontario International Airport.

F.8 Contractor understands and agrees that any and all legal fees or costs associated with lawsuits concerning this Contract against the County shall be the Contractor's sole expense and shall not be charged as a cost under this Contract.

F.9 If the Contractor does not use the County funds provided under this Contract to pay appropriate costs associated with the Scope of Services by the termination date of this Contract, the Contractor shall return the County funds, or any unused portion thereof, to the County in accordance with any directions issued by County staff, within 60 days of written demand for the return of the County funds.

G. INDEMNIFICATION AND INSURANCE REQUIREMENTS
G.1 Indemnification
The Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnities. The Contractor indemnification obligation applies to the County's "active" as well as "passive" negligence but does not apply to the County's "sole negligence" or "willful misconduct" within the meaning of Civil Code section 2782.

G.2 Additional Insured
All policies, except for Worker's Compensation, Errors and Omissions and Professional Liability policies shall contain additional endorsements naming the County and its officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of the performance of services hereunder. The additional insured endorsements shall not limit the scope of coverage for the County to vicarious liability but shall allow coverage for the County to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85.

Revised 1/10/23 FraiN U d3f 17T12

G.3 Waiver of Subrogation Rights
The Contractor shall require the carriers of required coverages to waive all rights of subrogation against the County, its officers, employees, agents, volunteers, contractors and subcontractors.

All general or auto liability insurance coverage provided shall not prohibit the Contractor and Contractor's employees or agents from waiving the right of subrogation prior to a loss or claim.

The Contractor hereby waives all rights of subrogation against the County.

G.4 Policies Primary and Non-Contributory
All policies required herein are to be primary and non-contributory with any insurance or self- insurance programs carried or administered by the County.

G.5 Severability of Interests
The Contractor agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage for suits between the Contractor and the County or between the County and any other insured or additional insured under the policy.

G.6 Proof of Coverage
The Contractor shall furnish Certificates of Insurance to the County Department administering the Contract evidencing the insurance coverage at the time the Contract is executed, additional endorsements, as required shall be provided prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the Department, and Contractor shall maintain such insurance from the time Contractor commences performance of services hereunder until the completion of such services. Within fifteen (15) days of the commencement of this contract, the Contractor shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request.

G.7 Acceptability of Insurance Carrier
Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best" Insurance Guide rating of"A- VII".

G.8 Deductibles and Self-Insured Retention
Any and all deductibles or self-insured retentions in excess of $10,000 shall be declared to and approved by Risk Management.

G.9 Failure to Procure Coverage
In the event that any policy of insurance required under this contract does not comply with the requirements, is not procured, or is canceled and not replaced, the County has the right but not the obligation or duty to cancel the contract or obtain insurance if it deems necessary and any premiums paid by the County will be promptly reimbursed by the Contractor or County payments to the Contractor will be reduced to pay for County purchased insurance.

G.10 Insurance Review
Insurance requirements are subject to periodic review by the County. The Director of Risk Management or designee is authorized, but not required, to reduce, waive or suspend any insurance requirements whenever Risk Management determines that any of the required insurance is not available, is unreasonably priced, or is not needed to protect the interests of the County. In addition, if the Department of Risk Management determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the Director of Risk Management or designee is authorized, but not required, to change the above insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the County, inflation, or any other item reasonably related to the County's risk.

Revised 1/10/23 Raw $§dff17122

Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this contract. Contractor agrees to execute any such amendment within thirty (30) days of receipt.

Any failure, actual or alleged, on the part of the County to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on the part of the County.

G.11 The Contractor agrees to provide insurance set forth in accordance with the requirements herein.

If the Contractor uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, the Contractor agrees to amend, supplement or endorse the existing coverage to do so.

Without in anyway affecting the indemnity herein provided and in addition thereto, the Contractor shall secure and maintain throughout the contract term the following types of insurance with limits as shown:

G.11.1 Workers' Compensation/Employer's Liability — A program of Workers' Compensation insurance or a state-approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits covering all persons including volunteers providing services on behalf of the Contractor and all risks to such persons under this contract.

If Contractor has no employees, it may certify or warrant to the County that it does not currently have any employees or individuals who are defined as "employees" under the Labor Code and the requirement for Workers' Compensation coverage will be waived by the County's Director of Risk Management.

With respect to Contractors that are non-profit corporations organized under California or Federal law, volunteers for such entities are required to be covered by Workers' Compensation insurance.

G.11.2 Commercial/General Liability Insurance —The Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000), per occurrence. The policy coverage shall include:
a. Premises operations and mobile equipment.
b. Products and completed operations.
c. Broad form property damage (including completed operations). d. Explosion, collapse and underground hazards.
e. Personal injury.
f. Contractual liability.
g. $2,000,000 general aggregate limit.

G.11.3 Automobile Liability Insurance — Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired and non-owned automobiles or symbol 1 (any auto). The policy shall have a combined single limit of not less than one million dollars ($1,000,000)for bodily injury and property damage, per occurrence.

If the Contractor is transporting one or more non-employee passengers in performance of contract services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000) for bodily injury and property damage per occurrence.

Revised 1/10/23 Raw 4'dff 1722

If the Contractor owns no autos, a non-owned auto endorsement to the General Liability policy described above is acceptable.

G.11.4 Umbrella Liability Insurance — An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a "dropdown" provision providing primary coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability.

H. RIGHT TO MONITOR AND AUDIT
H.1 The County, State and Federal government shall have absolute right to review and audit all records, books, papers, documents, corporate minutes, and other pertinent items as requested, and shall have absolute right to monitor the performance of Contractor in the delivery of services provided under this Contract. Contractor shall give full cooperation, in any auditing or monitoring conducted. Contractor shall cooperate with the County in the implementation, monitoring, and evaluation of this Contract and comply with any and all reporting requirements established by the County.

H.2 All records pertaining to services delivered and all fiscal, statistical and management books and records shall be available for examination and audit by County representatives for a period of three years after final payment under this Contract or until all pending County, State and Federal audits are completed, whichever is later.

CORRECTION OF PERFORMANCE DEFICIENCIES

1.1 Failure by Contractor to comply with any of the provisions, covenants, requirements or conditions of this Contract shall be a material breach of this Contract.

1.2 In the event of a non-cured breach, County may, at its sole discretion and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a. Afford Contractor thereafter a time period within which to cure the breach, which period shall be established at the sole discretion of County; and/or b. Discontinue reimbursement to Contractor for and during the period in which Contractor is in breach, which reimbursement shall not be entitled to later recovery; and/or c. Withhold funds pending duration of the breach; and/or d. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to Item "b" of this paragraph; and/or e. Terminate this Contract immediately and be relieved of the payment of any consideration to Contractor. In the event of such termination, the County may proceed with the work in any manner deemed proper by the County. The cost to the County shall be deducted from any sum due to the Contractor under this Contract and the balance, if any, shall be paid by the Contractor upon demand.

J. NOTICES
All written notices provided for in this Contract or which either party desires to give to the other shall be deemed fully given, when made in writing and either served personally, or by facsimile, or deposited in the United States mail, postage prepaid, and addressed to the other party as follows:

San Bernardino County City of Upland
CAO — Finance and Administration 460 North Euclid Avenue 385 N. Arrowhead Ave., Fourth Floor Upland, CA 91786 San Bernardino, CA 92415 Attn: Michael Blay, City Manager Attn: BOS Finance Analyst
Notice shall be deemed communicated two (2) County working days from the time of mailing if mailed as provided in this paragraph.

Revised 1/10/23 REKie Of17122

K. ENTIRE AGREEMENT
This Contract, including all Exhibits and other attachments, which are attached hereto and incorporated by reference, and other documents incorporated herein, represents the final, complete and exclusive agreement between the parties hereto. Any prior agreement, promises, negotiations or representations relating to the subject matter of this Contract not expressly set forth herein are of no force or effect. This Contract is executed without reliance upon any promise, warranty or representation by any party or any representative of any party other than those expressly contained herein. Each party has carefully read this Contract and signs the same of its own free will.

L. CONTRACT EXECUTION
This Contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Contract.

The parties shall be entitled to sign and transmit an electronic signature of this Contract (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Contract upon request.

Revised 1/10/23 FraiN 4 d3f 1722

IN WITNESS WHEREOF, the San Bernardino County and the Contractor have each caused this Contract to be subscribed by its respective duly authorized officers, on its behalf.

SAN BERNARDINO COUNTY CITY OF UPLAND
(Print or type name of corporation,company,contractor, etc.) ► ByIII"
Dawn Rowe, Chair, Board of Supervisors (Authorized signature-sign in blue ink) Dated: Name Michael Blay
SIGNED AND CERTIFIED THAT A COPY OF THIS (Print or type name of person signing contract)

DOCUMENT HAS BEEN DELIVERED TO THE
CHAIRMAN OF THE BOARD Title City Manager
Lynna Monell (Print or Type)
Clerk of the Board of Supervisors
of the San Bernardino County
By Dated:

Deputy
460 North Euclid Avenue
Address
Upland, CA 91786

FOR COUNTY USE ONLY
Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by Department Julie Surber, Principal Assistant County
Counsel
Date Date Date
Revised 1/10/23 liNf4 T f g22

, trpl" CITY FUPLAND
5, i6 "The City of Gracious Living"
Stafif(krctilt
C�tIFOB�S
DATE: September 23,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:CHRIS ALANIS,INTERIM PUBLIC WORKS DIRECTOR

LIZBETH RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES

AGREEMENT WITH WATERWORKFORCE
RECOMMENDED ACTION:

It is recommended that the City Council approve Amendment No. 1 to update the exhibits related to the WaterWorkforce contract that was approved on August 12, 2024 and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining accurate and up-to-date contractual documents to ensure effective management and execution of City projects.

BACKGROUND
The WaterWorkforce contract,including its exhibits,was initially approved by the City Council on August 12,2024.

Following this approval,it was identified that the agreement inadvertently included incorrect exhibits.

ISSUES AND ANALYSIS
The exhibits in the Agreement do not reflect the current terms of the three-year contract, particularly in regard to current staff assignments and dates. This amendment will correct these discrepancies by replacing"Exhibit A" and "Exhibit B"to accurately mirror the current contract conditions and ensure that all information is up to date.

ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA). Section 15378 of the CEQA Guidelines define 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 the approval of Amendment No. 1,as these updates are purely administrative and do not involve changes to the scope or financial terms of the project.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 71 of 722 ends

FIRST AMENDMENT TO PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF UPLAND AND

WATERWORKFORCE ENGINEERING
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the "First Amendment") is made as of the 23rd day of September, 2024, by and between the City of Upland, a public agency organized and operating under the laws of the State of California ("City"), and WaterWorkforce, a California corporation (the "Consultant"). Collectively, City and Consultant are referred to herein as the "Parties".

RECITALS
WHEREAS, City and Consultant previously entered into a Professional Services Agreement dated August 12, 2024 (the "Agreement"), to provide staff augmentation services in support of the City's Engineering Administration within the Public Works Department, as set forth in Attachment "A" attached to the Agreement and incorporated therein by reference; and WHEREAS, the Agreement inadvertently included an incorrect Exhibit "A" which does not accurately reflect staffing summary, essential functions, and certification requirements; and WHEREAS, "Exhibit "B" of the Agreement does not accurately reflect the intended schedule of charges/payments agreed upon by the Parties.; and
WHEREAS, the Parties desire to: (1) continue services subject to the terms and conditions as stated in the Agreement; (2) replace the incorrect Exhibit "A" with a corrected and updated Exhibit "A" to accurately reflect their mutual understanding and agreement; (3) replace the incorrect Exhibit "B" with a corrected and updated Exhibit "B" to accurately reflect their mutual understanding and agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual undertakings herein, the Parties amend the Agreement, as follows:

1. The Agreement is hereby amended by deleting Exhibit"A" and by substituting therefor Amended Exhibit "A" attached hereto and incorporated herein by reference."

2. The Agreement is hereby amended by deleting Exhibit"B" and by substituting therefor Amended Exhibit "B" attached hereto and incorporated herein by reference."

3. All remaining provisions of the Agreement shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
1

Page 72 of 722 ends

IN WITNESS WHEREOF, City and Consultant have approved this First Amendment effective the day and year first above written.

CITY: CONSULTANT:

City of Upland WaterWorkforce
By: By:

Michael Blay,
City Manager Its:

Printed Name:

ATTEST:

By: By:

Keri Johnson,
City Clerk Its:

Printed Name:

APPROVED AS TO FORM:

By:

Stephen Deitsch,
City Attorney
2

Page 73 of 722 ends

Attachment A - Original Agreement
3

Page 74 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of August 12th, 2024 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and WaterWorkforce, a California corporation with offices at 1619 Couples Court, Upland, CA 91784 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

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

Engineering Administration (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of$150,000 per fiscal year of the City(the first partial fiscal year's maximum compensation shall be reduced to the prorated amount based on the remaining number of days between August 12, 2024 and June 30, 2025). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed fifty thousand dollars ($50,000). Any additional work in excess of this amount shall be approved by the City Council.
1

Page 75 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD

3. Additional Work.

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

4. Maintenance of Records.

5. Term
The term of this Agreement shall be from August 12th, 2024 to June 30th, 2027, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work.

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

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
2

Page 76 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD

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

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

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

Page 77 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
4

Page 78 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD (I) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must"pay on behalf of'the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
5

Page 79 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
6

Page 80 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
7

Page 81 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.
8

Page 82 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Reserved

16. Laws and Venue.

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

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30)calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

19. Organization
Consultant shall assign Bret Kadel as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

21. Notice
9

Page 83 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY: CONSULTANT:

City of Upland WaterWorkforce
460 N. Euclid Avenue 1619 Couples Court,
Upland, CA 91786 Upland CA 91784
Attn: City Manager Attn: Bret Kadel
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

27. Non-Waiver
10

Page 84 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.

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

29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

Page 85 of 722 ends

Docusign Envelope ID: D66960E4-0E67-4A9C-9723-91F4E0B3E6BD

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

AND WATER WORKFORCE
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

CITY OF UPLAND WaterWorkforce
Approved By:
,-Docusigned by: Do_cu/Signed b/y:'
B sops. lea s/`u B rbruf 6
yresauro e rbwu By: e eLLeLes eras.,
Stephen Parker for Michael Blay
City Manager Its: CEO
Bret Kadel
Name:

Attested by:
,-DocuSignetl by: DocuSignetl by:

By: eerin,i,a By: r
K Johnson
City Clerk Its: Administrative Coordinator
Myranda Kelly
Name:

Approved as to form:

Signed by:

By: SfcioAA. Oufsd4,
4oE
Best Best & Krieger LLP
City Attorney
12

Page 86 of 722 ends

AMENDED EXHIBIT A
STAFFING SUMMARY:

This role, operating under the guidance of allocated management, is responsible for carrying out assigned task orders to support the operational needs of the City of Upland Utility Division.

These responsibilities encompass Acting Utility Manager staff augmentation, On-call Services and Water Staff Augmentation as specified in the "Temporary Staffing Rates." The task and responsibilities of the Acting Utility Manager and Water Staff Augmentation shall be the same as the City's job description for Utility Manager and the corresponding positions as shown in the "Temporary Staffing Rates".

ESSENTIAL FUNCTIONS and CERTIFICATIONS REQUIRED:

The essential functions and necessary certifications are all detailed in City of Upland job descriptions. These encompass a wide range of roles, including Water Production, Water Treatment, Water Distribution, Sewer Collections, and Electrical/Technical positions within the City of Upland Utility Division. All on-call services and staff augmentation will require compliance with these essential functions and certifications, ensuring the proper coverage and expertise for the designated roles.
(continued - see attachments)
4

Page 87 of 722 ends

WATERWORKFORGE Exhibit A
el,
WATER AND WA57EWATER EItPERTS
Task Order Task Order#2024-8-07
Client Information
Name: City of Upland Contact: Liz Rodriguez
Address: 460 N Euclid. Phone: (909)291-2965
Upland, Ca 91786 Email: [email protected] Assignment
Position Job Name: Utilities Manager
Department: Public Works Reports To: Chris Alanis Location: 460 N Euclid Avenue Upland, CA 91786
Assigned Facility (s): Public Works Utilities
Duration of Placement: August 2024 to June 2027 Work Schedule: Start Time: TBD End Time: TBD Days of the week: TBD Scope of placement: Please see job descriptions attached.

WaterWorkforce Fee Schedule
Local Regular Hourly Scale Rate
Utilities Manager $135.00 $156.50
City of Upland WaterWorkforce INC
Signature Signature
Bret Kadel
Printed Name Printed Name
CEO
Title Title
8/7/2024
Date Date
A

Page 88 ends

C
J # IOF UPT JAN

CALIFORNIA
44r o INCORPORATED IN 1006

GENERAL PURPOSE
Under general direction,plans,organizes,oversees,coordinates,and manages the staff and operations of the Public Works Utilities Division,including water production,treatment, system maintenance,conservation;recycled water system maintenance; sewer system maintenance; field customer service;utility engineering; water resources planning and management;regulatory compliance;reviews water,recycled water,and wastewater land development;oversees the Utility capital improvement project planning,contract management,and implementation functions; oversees environmental review and Geographic Information Systems(GIS)mapping;manages the effective use of division resources to improve organizational productivity and customer service;provides complex and responsible support to the Director of Public Works in areas of expertise; and performs related work as required.

SUPERVISION RECEIVED AND EXERCISED
Receives general direction from the Director of Public Works.Exercises direct supervision over supervisory,professional, and technical support staff.

CLASS CHARACTERISTICS
This is a management classification responsible for planning,organizing, and managing the staff,operations,and activities of the Utilities Division, including water and sewer operations, engineering and customer service,and water resources planning and management. Incumbents are responsible for performing diverse, specialized,and complex work involving significant accountability and decision-making responsibilities,which include division budget administration, program evaluation,and recommendation and implementation of policies,procedures,goals,objectives,priorities,and standards related to the City's water,wastewater,and storm drain utility systems. Incumbents serve as a professional-level resource for organizational,managerial, and operational analyses and studies.Performance of the work requires the use of considerable independence,initiative,and discretion within broad guidelines.

ESSENTIAL DUTIES AND RESPONSIBILITIES
Management reserves the right to add, modify, change, or rescind the work assignments of different positions and to make reasonable accommodations so qualified employees can perform the essential functions of the job. • Plans,manages,and oversees the daily functions,operations,and activities of the City's water,recycled water,sewer and storm drain operations which includes treatment plants,reservoirs,pumping stations,pressure regulating stations,well pumps,remotely operated valves,and both water and recycled water distribution mains to ensure the delivery of safe drinking water in compliance with federal, state,and local regulations;monitors sewer collection mains and other sewage facilities;properly manages water supply resources,operating efficiencies,and proper operation and maintenance of water system facilities;maintains cleaning schedules of sewer pipelines; and maintenance of the storm drain collection system. • Participates in the development and implementation of goals,objectives,policies,and priorities for assigned functions; recommends within department policy, appropriate service and staffing levels;recommends and administers policies and procedures.
• Participates in the development, administration,and oversight of division and department budgets;determines funding needed for staffing, equipment,materials,and supplies; ensures compliance with budgeted funding;monitors department budgets and expenditures.
• Develops and standardizes procedures and methods to improve and continuously monitor the efficiency and effectiveness of assigned programs, service delivery methods,and procedures;assesses and monitors workload,administrative and support systems,and internal reporting relationships; identifies opportunities and makes recommendations for improvement. • Participates in the selection of,trains,motivates,and evaluates assigned personnel;works with employees to correct deficiencies;recommends and implements discipline and termination procedures. • Develops and manages requests for proposals for professional and/or contracted services;prepares scope of work and any technical specifications; evaluates proposals and recommends award;negotiates contracts;administers contracts to ensure compliance with City specifications and service quality. • Acts as liaison and discusses issues related to municipal utility systems with other City departments as well as developers, contractors,subcontractors, financial institutions,businesses,and their representatives. • Directs,coordinates,reviews,and updates the Water Systems Operations Plan;oversees and coordinates water meter services;reviews meter testing to ensure accuracy and compliance. • Participates in the planning of new utilities facilities and systems;participates in the development of spe ' c i k2 purchase of equipment; implements and complies with and monitors hazardous material procedures and local,county, state,

• and federal regulations.
• Prepares and presents staff and agenda reports and other necessary correspondence related to assigned activities and services;attends City Council,Planning Commission,and other board meetings; conducts presentations and provides technical advice regarding assigned functions;prepares and conducts public meetings and presentations for community groups.
• Conducts a variety of organizational and operational studies and investigations;recommends modifications to assigned programs,policies, and procedures,as appropriate.
• Serves as a liaison and provides technical guidance and assistance for assigned functions with other City departments, divisions,businesses,outside agencies,and other interested parties;provides staff support to commissions,committees, and task forces, as necessary.
• Attends and participates in professional group meetings; stays abreast of new trends and innovations in municipal utility systems;researches emerging products and enhancements and their applicability to City needs. • Monitors changes in regulations and technology that may affect operations; implements policy and procedural changes after approval.
• Receives,investigates, and responds to difficult and sensitive problems and complaints in a professional manner; identifies and reports findings and takes necessary corrective action. • Directs the establishment and maintenance of working and official division files. • Ensures staff compliance with City and mandated safety rules,regulations,and protocols. • Performs other duties as assigned.

QUALIFICATION GUIDELINES
Knowledge of:
• Administrative principles and practices,including goal setting,program development,implementation,and evaluation,and project management.
• Principles and practices of budget development and administration. • Principles and practices of employee supervision,including work planning,assignment,review and evaluation,and the training of staff in work procedures.
• Principles and practices of leadership.
• Principles and techniques for working with groups and fostering effective team interaction to ensure teamwork is conducted smoothly.
• Applicable federal, state,and local laws,regulatory codes,ordinances,and procedures relevant to assigned areas of responsibility.
• Organization and management practices as applied to the development,analysis,and evaluation of programs,policies,and operational needs of the assigned area of responsibility. • Principles and practices of contract administration and management. • Civil,hydraulic,mechanical,and sanitary engineering theory,principles,and practices,including their application to a wide variety of water production and distribution applications. • Principles,procedures, standards,practices,information sources,and trends in the fields of municipal water production and distribution facility operations.
• Principles and practices of engineering and construction,including project and construction management as applied to municipal water production and distribution facility operations. • Environmental engineering principles,practices,and methods. • Techniques for effectively representing the City in contacts with governmental agencies,community groups,and various business,professional,educational,regulatory,and legislative organizations. • Recent and on-going developments,current literature,and sources of information related to the operations of the assigned division.
• Methods and techniques of preparing technical and administrative reports, and general business correspondence. • City and mandated safety rules,regulations,and protocols. • Modern equipment and communication tools used for business functions and program,project,and task coordination, including computers and software programs relevant to work performed. • The structure and content of the English language,including the meaning and spelling of words,rules of composition,and grammar.
• Techniques for providing a high level of customer service by effectively dealing with the public,vendors,contractors,and City staff.

Page 90 of 722 ends

Ability to:
• Plan,organize,oversee,and manage the Utilities division staff and operations. • Develop and implement goals,objectives,practices,policies,procedures, and work standards. • Prepare and administer large and complex budgets; allocate limited resources in a cost-effective manner. • Provide administrative,management,and professional leadership for the division. • Select and supervise staff,provide training and development opportunities,ensure work is performed effectively,and evaluate performance in an objective and positive manner. • Understand,interpret,and apply all pertinent laws,codes,regulations,policies,procedures,and standards relevant to work performed.
• Evaluate and develop improvements in operations,procedures,policies,or methods. • Perform and coordinate utility studies and other assigned programs and projects. • Make persuasive oral and written presentations.
• Prepare clear and concise reports,correspondence,policies,procedures,and other written materials. • Research, analyze,and evaluate new service delivery methods,procedures,and techniques. • Analyze,interpret, summarize,and present technical information and data in an effective manner. • Conduct complex research projects,evaluate alternatives,make sound recommendations,and prepare effective technical staff reports.
• Effectively represent the division and the City in meetings with governmental agencies,community groups,and various businesses,professional, and regulatory organizations,the media,and in meetings with individuals. • Direct the establishment and maintenance of a variety of filing,record-keeping,and tracking systems. • Independently organize work,set priorities,meet critical deadlines, and follow-up on assignments. • Effectively use computer systems, software applications relevant to work performed,and modern business equipment to perform a variety of work tasks.
• Communicate clearly and concisely,both orally and in writing,using appropriate English grammar and syntax. • Use tact,initiative,prudence,and independent judgment within general policy,procedural,and legal guidelines. • Establish,maintain,and foster positive and effective working relationships with those contacted in the course of work.

Education and Experience:

Any combination of training and experience that would provide the required knowledge, skills and abilities is qualifying.

A typical way to obtain the required qualifications would be:

Education:
• Equivalent to a bachelor's degree from an accredited college or university with major coursework in civil engineering, business administration,public administration,or a related field. o (Substitution:An associate degree plus three(3)additional years of related experience may substitute for the required bachelor's degree.)
Experience:
• Seven(7)years of increasingly responsible experience in water production and distribution system operations,or a related field,of which two(2)years should be in a lead or supervisory capacity.

Licenses and Certifications:
• Possession of a valid California Driver's License,to be maintained throughout employment. • Possession of a valid registration as a Professional Engineer(PE)issued by the California State Board of Registration for Civil and Professional Engineers,to be maintained throughout employment.

OR
• Possession of a valid California Driver's License,to be maintained throughout employment. • Possession of a valid Grade IV(D-4)Water Distribution Certificate from the State of California,to be maintained throughout employment,
• Possession of,or successful acquisition within twelve(12)months of employment,a valid Grade V(D-5)Water Distribution Certificate from the State of California,to be maintained throughout employment and • Possession of a valid Grade III(T-3)Water Treatment Certificate from the State of California,to be maintained throughout employment.

Page 91 of 722 ends

AMENDED EXHIBIT B
Schedule of Charges/Payments Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.
(See attached fee schedule)
INNOVATIVE. Page 92 of 722
TRUSTED.

WATERWORKFORCE

WATER AND WASTEWATER EXPERTS
Cost Summary Sheet
DATE: August 7, 2024
CLIENT: City of Upland CONTRACTOR: WATERWORKFORCE Inc. 060 N. Euclid Avenue 1618 Couples Court
Upland CA 91786 Upland CA 91784
SUBJECT: City of Upland—Temporary Staffing Rates

1. Contact/Project Manager for WaterWorkforce
Bret Kadel
951-202-6604
[email protected]

2. Scope of Services:

STAFFING SUMMARY:

This role, operating under the guidance of allocated management, is responsible for carrying out assigned task orders to support the operational needs of the City of Upland Utility Division.These responsibilities encompass on-call services and staff augmentation positions as specified in the "Temporary Staffing Rates."
ESSENTIAL FUNCTIONS and CERTIFICATIONS REQUIRED:

The essential functions and necessary certifications are all detailed in City of Upland job descriptions.

These encompass a wide range of roles, including Water Production, Water Treatment, Water Distribution, Sewer Collections, and Electrical/Technical positions within the City of Upland Utility Division. All on-call services and staff augmentation will require compliance with these essential functions and certifications, ensuring the proper coverage and expertise for the designated roles.

EQUIPMENT USE:

Equipment for all job duties and/or task orders will be provided by the "client".Any additional equipment needed will billed as follows:

Standard Size Truck or Vehicle $20/hr will be added to hourly rate Heavy Equipment Will be billed based on vehicle and daily rates
Wage

Page 93 ends

WATERWORKFORCE

WATER AND WASTEWATER EXPERTS

3. Temporary Staffing Rates:

Positions Local Regular Rate Travel Regular Rate Per Hour Per Hour
Utility Systems Worker-Water Trainee $61.00 $82.50 Utilit j ystems WM- Sewer Trainee $61.00 $82.50 [Utility Worker I/II - Sewer $70.00 $91.50
•
Lead Utility Worker- Sgwg, $80.00 $101.50
Water Meter Technician $68.00 $89.50
Lead Water Meter Technician $78.00 $105.44
Utility System Worker Water $70.00 $91.50
Senior Utility System Worker $80.00 $101.50 Cross Connection Control Technician $95.00 $116.50 ent kertitalLm. $85.00 $106.50
lead Water Treatment Operator 1 $95.00 $110.96 Chief Water Treatment Operator $105.00 $116.50
Uti $115.00 $136.50
Utilities Manage $135.00 $156.50
•
Apprentices for ter and ewer
(WaterWorkforce Apprenticeship) $48.00 NA
On-Call Support:

If an Operator is expected to provide On-Call support,they shall be compensated in the following manner:
• Standby On-Call: if WaterWorkforce Operator is expected to remain in the vicinity of the Client system and in a ready-to-respond status during off hours on a day where they have already worked a shift,this time will be compensated as one (1) regular hour of time. On days where they have not worked a shift and are expected to remain in a ready-to-respond status (off days),time will be compensated as two (2) regular hours of time.
• Activated On-Call: if WaterWorkforce Operator is called to respond to a system alarm or emergency after hours to Client system,then this time will be charged at a minimum of two (2.5) hours or for the total duration of time from departure from domicile to return to domicile, whichever is greater.

Standard labor laws shall apply if Operator happens to have accrued the appropriate number of hours to constitute overtime.

Wage

Page 94 ends

4 or UN
` i,

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
Ogt�� 4Q"
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $250 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.

Page 95 of 722 ends

Any person who files an application for, or is the
Party subject of, a proceeding involving a license, permit, or Gov. Code 84308(a)(1) other entitlement for use.

Page 96 of 722 ends

,fr �pl" CITY FUPLAND
"The City of Gracious Living"
Staff`kr
C�tIFOB�S
DATE: September 23,2024
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:CHRIS ALANIS,INTERIM PUBLIC WORKS DIRECTOR

NORBERTO FERREIRA,CHIEF WATER SYSTEMS OPERATOR

LIZBETH RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF PURCHASE AGREEMENT FOR 12.5 %SODIUM

HYPOCHLORITE FOR WATER TREATMENT FACILITIES
RECOMMENDED ACTION:

It is recommended that the City Council approve an agreement with Hasa Inc. for the purchase of 12.5% sodium hypochlorite for use in the City's water treatment facilities;and authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed action supports the City's goal of providing potable water that meets all State and Federal Drinking Water Standards.

BACKGROUND
Sodium hypochlorite is vital in water treatment,serving as a powerful disinfectant that effectively eliminates harmful microorganisms, including bacteria and viruses. The 12.5% concentration ensures consistent chlorine levels, protecting water quality throughout the distribution system.

12.5%sodium hypochlorite is essential for preventing waterborne diseases,improving taste and odor,and maintaining regulatory compliance.Its residual disinfectant effect continues to safeguard water as it travels to consumers,making it a preferred and cost-effective option in City operations.

ISSUES AND ANALYSIS
In July 2024, the Utilities team sent a request for quotes to four (4) companies for the purchase of 12.5% sodium hypochlorite for the treatment facilities.

Vendor Cost per Sales Tax Transportation CA Pesticide Mil Tax Total Gallon (7.75%) p Tax(2.45%) (2.075%)
Hasa Pool $2.92 0.23 0.05 0.07 - $3.27 JCI Jones Chemical(unresponsive) - - - - -Waterline Technologies,Inc. $3.18 0.25 - - - $3.43 Northstar Chemical(Plant 7)* $3.05 - - - 0.06 $3.11 Northstar Chemical(Treatment
Plant) * $2.80 - - - 0.06 $2.86 (*variable pricing was offered based on market trends and a minimum$0.25 cent per gallon increase every quarter) While two Northstar quotes had a lower initial cost per gallon, the variable pricing proposed for each included a minimum$0.25 per quarter. After consideration and review of the total per gallon price with added fees, including future cost increase,the Utilities division recommends awarding the purchase agreement to Hasa Inc.

Given its critical role in public health and safety, timely procurement of sodium hypochlorite is essential to sustain our water treatment processes. This purchase will ensure the continued safe and effective disinfection of our potable water supply.

Page 97 of 722 ends

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

FISCAL IMPACTS
The total cost for the purchase of 12.5%sodium hypochlorite is estimated at$104,000 with available funds in Water Utility Other Supplies/Materials Account No. 6406205-5217.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 98 of 722 ends

CITY OF UPLAND

GOODS PURCHASE AGREEMENT
This Goods Purchase Agreement ("Agreement") is entered into this 9th day of September, 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 Hasa, Inc. a California Corporation with its principal place of business at 1415 E. 3rd Street Pomona, CA 91766 ("Supplier"). City and Supplier are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

Section 1. DEFINITIONS.

A. "Goods" means all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Supplier as specified in Exhibit "A," attached hereto and incorporated herein by reference.

B. "Delivery Date(s)" means that date or dates upon which the Goods is to be delivered to City, ready for approval, testing and/or use as specified in Exhibit "B", attached hereto and incorporated herein by reference.

Section 2. MATERIALS AND WORKMANSHIP.

When Exhibit "A" specifies machinery, equipment or material by manufacturer, model or trade name, no substitution will be made without City's written approval.

Machinery, equipment or material installed in the Goods without the approval required by this Section 2 will be deemed to be defective material for purposes of Section 4. Where machinery, equipment or materials are referred to in Exhibit "A" as equal to any particular standard, City will decide the question of equality. When requested by City, Supplier will furnish City with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment and material to be incorporated in the Goods. Material samples will be submitted at City's request.

Section 3. INSPECTIONS AND TESTS.

City shall have the right to inspect and/or test the Goods prior to acceptance. If upon inspection or testing the Goods or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit "A," then without prejudice to any other rights or remedies, City may reject the Goods or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City's right to reject nonconforming goods, irrespective of City's failure to notify Supplier of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after 1

Page 99 of 722 ends

rejection or acceptance thereof.

Section 4. WARRANTY.

A. Supplier warrants that the Goods will be of merchantable quality and free from defects in design, engineering, material, and workmanship for a period of two (2) years, or such longer period as provided by a manufacturer's warranty or as agreed to by Supplier and City, from the date of final written acceptance of the Goods by City as required for final payment under Section 7. Supplier further warrants that any services provided in connection with the Goods will be performed in a professional and workmanlike manner and in accordance with the highest industry standards.

B. Supplier further warrants that all machinery, equipment, or process included in the Goods will meet the performance requirements and specifications specified in Exhibit "A" and shall be fit for the purpose intended. City's inspection, testing, approval, or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this Section 4.B.

C. For any breach of the warranties contained in Section 4.A and Section 4.B, Supplier will, immediately after receiving notice from City, at the option of City, and at Supplier's own expense and without cost to City:

1. Repair the defective Goods;

2. Replace the defective Goods with conforming Goods, F.O.B. City's plant, office or other location of City where the Goods was originally performed or delivered; or

3. Repay to City the purchase price of the defective Goods.

If City selects repair or replacement, any defects will be remedied without cost to City, including but not limited to, the costs of removal, repair, and replacement of the defective Goods, and reinstallation of new Goods. All such defective Goods that is so remedied will be similarly warranted as stated above. In addition, Supplier will repair or replace other items of the Goods which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City.

D. Supplier also warrants that the Goods is free and clear of all liens and encumbrances whatsoever, that Supplier has a good and marketable title to same, and that Supplier owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Supplier agrees to indemnify, defend, and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

E. In the event of a breach by Supplier of its obligations under this Section 4, City will not be limited to the remedies set forth in this Section 4, but will have all the rights 2

Page 100 of 722 ends

and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code.

Section 5. PRICES.

Unless expressly provided otherwise, all prices and fees specified in Exhibit "C," attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City's authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Goods furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination.

Section 6. CHANGES.

City, at any time, by a written order, and without notice to any surety, may make changes in the Goods, including but not limited to, City's requirements and specifications.

If such changes affect the cost of the Goods or time required for its performance, an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between City and Supplier and such change will be authorized by a change order document signed by City and accepted by Supplier. Additionally, the City Manager may approve the purchase of additional Goods up to ten percent (10%) of the amount of the Agreement as specified in Exhibit "C" or one thousand five hundred dollars ($1,500.00). In no event shall the total sum of the Agreement (basic agreement amount and additional goods) exceed the sum specified in Exhibit"C" plus one thousand five hundred dollars ($1,500.00). The purchase of any additional Goods in excess of this amount shall be approved by the City Council.

Section 7. PAYMENTS.

A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by City after Supplier has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Goods.

B. If Progress Milestones have been specified in Exhibit "B," then payments for the Goods will be made as the requirements of such Progress Milestones are met.

Progress payments for the Goods will be made by City upon proper application by Supplier during the progress of the Goods and according to the terms of payment as specified in Exhibit "B." Supplier's progress billing invoice will include progress payments due for the original scope of work and changes. Each "Item for Payment" shown in Exhibit "B" and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit "B" or a change order, must have subcontractor and/or supplier invoices attached to Supplier's invoice. Other format and support documents for invoices will be determined by City in advance of the first invoice cycle. 3

Page 101 of 722 ends

C. Payments otherwise due may be withheld by City on account of defective Goods not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Supplier to make payments properly to its subcontractors or for material or labor, the failure of Supplier to perform any of its other obligations under the Agreement, or to protect City against any liability arising out of Supplier's failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, City may remove them at Supplier's expense.

D. Payment of the final Progress Milestone payment or any retention will be made by City upon:

1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit "B" and in the amount associated with the Progress Milestone;

2. Written acceptance of the Goods by City;

3. Delivery of all drawings and specifications, if required by City;

4. Delivery of executed full releases of any and all liens arising out of this Agreement; and

5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim, or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full.

If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to City to indemnify City against any claim or lien at no cost to City.

E. Acceptance by Supplier of payment of the final Progress Milestone payment pursuant to Section 7.D will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Supplier then has, or can subsequently acquire against City, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final Progress Milestone by City will not constitute a waiver, release or discharge of any claims or demands which City then has, or can subsequently acquire, against Supplier, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement.

Section 8. SCHEDULE FOR DELIVERY.

A. The time of Supplier's performance is of the essence for this Agreement.

The Goods will be delivered in accordance with the schedule set forth in Exhibit "B." 4

Page 102 of 722 ends

Supplier must immediately notify City in writing any time delivery is behind schedule or may not be completed on schedule. In addition to any other rights City may have under this Agreement or at law, Supplier shall pay City the sum of $250 per item of Goods for each calendar day for which the item of Goods is unavailable beyond the scheduled delivery date(s) specified in Exhibit "B."
B. In the event that the Goods is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Supplier will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s).

Section 9. TAXES.

A. Supplier agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Goods provided under this Agreement.

B. Supplier will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Supplier will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld.

C. All other taxes, however denominated or measured, imposed upon the price of the Goods provided hereunder, will be the responsibility of Supplier. In addition, all taxes assessed by any taxing jurisdiction based on Supplier property used or consumed in the provision of the Goods such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Supplier.

D. Supplier will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Supplier hereunder.

Section 10. INDEPENDENT CONTRACTOR.

Supplier enters into this Agreement as an independent contractor and not as an employee of City. Supplier shall have no power or authority by this Agreement to bind City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Supplier are employees, agents, contractors or subcontractors of the Supplier and not of City. City shall not be obligated in any way to pay any wage claims or other claims made against Supplier by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement.

A. In the event that Supplier or any employee, agent, or subcontractor of Supplier providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") 5

Page 103 of 722 ends

to be eligible for enrollment in PERS as an employee of the City, Supplier shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Supplier 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.

B. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Supplier 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.

Section 11. SUBCONTRACTS.

Unless otherwise specified, Supplier must obtain City's written permission before subcontracting any portion of the Goods. Except for the insurance requirements in Section 13.A, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Goods, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Supplier from its obligations to City, including, but not limited to Supplier's insurance and indemnification obligations. No subcontract or order will bind City.

Section 12. TITLE AND RISK OF Loss.

Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Goods upon delivery, as well as materials delivered to and stored on City property which are intended to become a part of the Goods. However, Supplier will be liable for any loss or damage to the Goods and/or the materials caused by Supplier or its subcontractors, their agents or employees, and Supplier will replace or repair said Goods or materials at its own cost to the complete satisfaction of City. Notwithstanding the foregoing, in the event that the City has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then City shall have title to, and the right to take possession of, such Goods at any time following payment therefor. Risk of loss for any Goods which remains in the possession of Supplier shall remain with Supplier until such Goods has been delivered or City has taken possession thereof. Supplier will have risk of loss or damage to Supplier's property used in the construction of the Goods but which does not become a part of the Goods.

Section 13. INDEMNIFICATION.

A. Supplier shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Supplier, its officials, 6

Page 104 of 722 ends

officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Goods or the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the City.

B. Supplier's defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers shall be at Supplier's own cost, expense, and risk. Supplier shall pay and satisfy any judgment, award, or decree that may be rendered against City or its officials, officers, employees, agents, or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

C. Supplier's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

Section 14. INSURANCE.

A. General. Supplier shall take out and maintain:

1. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01;

2. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto);

3. Workers' Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and

4. Pollution Liability Insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate shall be provided by the Supplier if transporting hazardous materials.

5. If Supplier is also the manufacturer of any equipment included in the Goods, Supplier shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000. 7

Page 105 of 722 ends

B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage. The policies required under this Section shall give City, its officials, officers, employees, agents or volunteers additional insured status. Such policies shall contain a provision stating that Supplier's policy is primary insurance and that any insurance, self- insurance or other coverage maintained by the City or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.

C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best's rating no less than A-:VII, licensed to do business in California, and satisfactory to the City.

D. Evidence of Insurance. Supplier shall furnish City with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before delivery commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Supplier shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

F. Freight. Supplier shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped Goods.

Section 15. LIENS.

A. Supplier, subcontractors and suppliers will not make, file or maintain a mechanic's or other lien or claim of any kind or character against the Goods, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as "Claims"); and Supplier, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Supplier, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant.
8

Page 106 of 722 ends

B. Supplier will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Supplier will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims.

Section 16. TERMINATION OF AGREEMENT BY CITY.

A. Should Supplier at any time refuse or fail to deliver the Goods with promptness and diligence, or to perform any of its other obligations under the Agreement, City may terminate Supplier's right to proceed with the delivery of the Goods by written notice to Supplier In such event City may obtain the Goods by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Supplier. In such case Supplier will not be entitled to receive any further payments until the Goods is delivered.

If City's cost of obtaining the Goods, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Agreement, Supplier will be liable for and will pay the difference to City.

B. City may, for its own convenience, terminate Supplier's right to proceed with the delivery of any portion or all of the Goods by written notice to Supplier. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which City may have against Supplier, and will not affect the obligations and duties of Supplier under the Agreement with respect to portions of the Goods not terminated.

C. On receipt of notice under Section 16.B, Supplier will, with respect to the portion of the Goods terminated, unless the notice states otherwise,

1. Immediately discontinue such portion of the Goods and the placing of orders for materials, facilities, and supplies in connection with the Goods,

2. Unless otherwise directed by City, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to City; and

3. Deliver only such portions of the Goods which City deems necessary to preserve and protect those portions of the Goods already in progress and to protect material, plant and equipment at the Goods site or in transit to the Goods site.

D. Upon termination pursuant to Section 16.B, Supplier will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Goods already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that City will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, City will 9

Page 107 of 722 ends

promptly pay such amount to Supplier upon delivery by Supplier of the releases of liens and affidavit, pursuant to Section 7.C.

Section 17. FORCE MAJEURE
A. Supplier shall not be held responsible for failure or delay in shipping nor City for failure or delay in accepting goods described herein if such failure or delay is due to a Force Majeure Event.

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

C. In the event of any such excused interference with shipments, City shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in this Agreement.

Section 18. MISCELLANEOUS PROVISIONS.

A. 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:

CITY: SUPPLIER:

City of Upland Hasa, Inc
460 N. Euclid Avenue 1415 E 3rd Street
Upland, CA 91786 Pomona, CA 91766
Attn: City Manager Attn: Ken Ward
With Copy To: [email protected]
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
10

Page 108 of 722 ends

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.

B. Assignment or Transfer. Supplier shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Supplier from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the City.

C. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

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

E. 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.

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

G. Attorneys' Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, each Party shall pay its own attorneys' fees.

H. Interpretation. 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.

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

J. Authority to Enter 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.

K. 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.
11

Page 109 of 722 ends

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

M. City's Right to Employ Other Suppliers. City reserves its right to employ other contractors in connection with the Goods.

N. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Goods specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing. [SIGNATURES ON FOLLOWING PAGE]
12

Page 110 of 722 ends

SIGNATURE PAGE TO GOODS PURCHASE AGREEMENT

BETWEEN THE CITY OF UPLAND
AND HASA, INC.

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

CITY OF UPLAND HASA, INC.

Approved By:

By: By:

Michael Blay
City Manager Its:

Printed Name:

Attested by:

By: By:

Keri Johnson
City Clerk Its:

Printed Name:

Approved as to form:

By:

Best Best & Krieger LLP
City Attorney
13

Page 111 of 722 ends

Exhibit A
Goods Specifications
[ATTACHED]
14

Page 112 of 722 ends

Exhibit B
Delivery Schedule
See attached Scope of Work for delivery information.

Delivery may also be contingent on rate of usage and ordered as needed. 15

Page 113 of 722 ends

Exhibit C
Fee Schedule
[ATTACHED]
16

Page 114 of 722 ends

C
Ilee
� r
o �
�MULTI-CHLOR � 0
Safety Data Sheet o

12.5% Sodium Hypochlorite o
co
Emergency 24 Hour Telephone: CHEMTREC 800.424.9300 Corporate Headquarters: Hasa Inc.

P.O. Box 802736
Santa Clarita, CA 91355
Telephone • 661.259.5848
Fax • 661.259.1538
SECTION 1: IDENTIFICATION

1.1 Product Identification:

1.1.1 Product Name: MULTI-CHLOR

1.1.2 CAS# (Chemical Abstracts 7681-52-9
Service):

1.1.3 RTECS (Registry of Toxic Effects NH3486300 of Chemical Substances):

1.1.4 EINECS (European Inventory of 231-668-3
Existing Commercial Substances):

1.1.5 EC Number: 231-668-3

1.1.6 Synonym: Bleach, Hypo, Hypochlorite, Liquid Chlorine Solution

1.1.7 Chemical Name: Sodium Hypochlorite

1.1.8 Chemical Formula: NaOCI

1.2 Recommended Uses: Dairy, food and beverage industries: Sanitizing processing equipment.

Water treatment chlorination.

1.3 Company Identification: Hasa Inc.

P. O. Box 802736
Santa Clarita, CA 91355

1.4 Emergency Telephone Number: CHEMTREC
1-800-424-9300
(24 hour Emergency Telephone)

1.5 Non-Emergency Assistance: 661-259-5848
(8 AM —5 PM PST/ PDT)
Revision Date: 07/01/2018 (Supersedes previous revisions) Page 1 of 10

Page 115 ends

SECTION 2: HAZARD(S) IDENTIFICATION
HEALTH HAZARD Skin corrosion / irritation: Category 1 C Serious Eye damage/ Eye Category 1 !—
Irritation o
Specific target organ toxicity, Category 3 (respiratory tract single exposure irritation)
ENVIRONMENTAL Hazardous to the aquatic Category 1 m HAZARD environment, acute hazard '� r PHYSICAL HAZARD Corrosive to metals. Category 1 0 SYMBOLS _L
W
jitqv
co
SIGNAL WORD DANGER
HAZARD May be corrosive to metals. Causes severe skin burns and eye STATEMENT damage. May cause respiratory irritation. Very toxic to aquatic life.

PRECAUTIONARY Prevention
STATEMENT Wear protective gloves/protective clothing/eye protection/face protection. Do not breathe mist or vapor. Use only outdoors or in a well-ventilated area. Wash thoroughly after handling. Keep only in on inal container. Avoid release to the environment.

Response in
If swallowed: Rinse mouth. Do NOT induce vomiting.

If inhaled: Remove person to fresh air and keep comfortable for breathing.

If on skin (or hair): Take off immediately all contaminated clothing.

Rinse skin with water/shower. If in eyes: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do.

Continue rinsing. Immediately call a poison center/doctor. Wash contaminated clothing before reuse.

Absorb spillage to prevent material damage. Collect s ills e.

Storage and Disposal
Store in a well-ventilated place. Keep container tightly closed. Store locked up. Store in corrosive resistant container.

Dispose of container/contents in accordance with local, regional, national, international regulations as specified.

SECTION 3: COMPOSITION INFORMATION ON INGREDIENTS
Ingredient Synonyms CAS No. Weight%

3.1 Sodium Hypochlorite Bleach 7681-52-9 12.5%

3.2 Sodium Hydroxide Caustic Soda 1310-73-2 0.2% Revision Date: 07/01/2018 (Supersedes previous revisions) Page 2 of 10

Page 116 ends

SECTION 4: FIRST AID MEASURES E

4.1 IF IN EYES •Hold eye open and rinse slowly and gently with water for 15-20 minutes. n C • Remove contact lenses, if present, after the first 5 minutes, then continue !— rinsing eye. o _
•Call a poison control center or doctor for treatment advice.

4.2 IF ON SKIN OR •Take off contaminated clothing. n CLOTHING • Rinse skin immediately with plenty of water for 15-20 minutes. m •Call a poison control center or doctor for treatment advice. r

4.3 IF INHALED •Move person to fresh air. o • If person is not breathing, call 911 or an ambulance, then give artificial respiration, preferably mouth-to-mouth if possible.
0 •Call a poison control center or doctor for further treatment advice.

4.4 IF •Call a poison control center or doctor immediately for treatment advice. co
SWALLOWED •Have person sip a glass of water if able to swallow. •Do not induce vomiting unless told to do so by a poison control center or doctor.
•Do not give anything by mouth to an unconscious person. - HOT LINE NUMBER
Have the product container or label with you when calling a poison control center or doctor, or going for treatment. You may also contact 1-800-424-9300 for emergency medical treatment information.

NOTE TO PHYSICIAN
Probable mucosal damage may contraindicate the use of gastric lavage.

SECTION 5: FIRE FIGHTING MEASURES

5.1 Flash Point: Not applicable.

5.2 Flammability: Nonflammable and noncombustible.

5.3 Auto-Ignition Temperature: Not applicable.

5.4 Products of Combustion: Not pertinent.

5.5 Fire Hazards: May decompose, generating irritating chlorine gas.

5.6 Explosion Hazards: Not explosive.

5.7 Fire Fighting Media and Instructions:

5.7.1 Extinguishing Media: Water fog. Foam. Dry chemical powder. Carbon dioxide.

5.7.2 Small Fires: Use carbon dioxide, or water spray.

5.7.3 Large Fires: Use flooding quantities of water as fog.

5.8 Special Remarks on Fire Hazards: Do not use Mono Ammonium Phosphate (MAP) fire extinguishers. Such use may cause explosion with
release of toxic gases.

Revision Date: 07/01/2018 (Supersedes previous revisions) Page 3 of 10

Page 117 ends

SECTION 6: ACCIDENTAL RELEASE MEASURES

6.1 Small Spill: Wipe up with absorbent material (e.g. cloth, fleece). Clean surface C thoroughly to remove residual contamination.

6.2 Large Spill: Stop the flow of material, if this is without risk. Dike the spilled material, o -I where this is possible. Absorb in vermiculite, dry sand or earth and place into containers. Following product recovery, flush area with water. cn n Never return spills in original containers for re-use. For waste disposal, n = see Section 13 of the SDS. ar

6.3 Personal Keep unnecessary personnel away. Wear appropriate personal protective Zi 0 Precautions, equipment. Do not touch damaged containers or spilled material unless o Protective wearing appropriate protective clothing. z Equipment & Absorb spillage to prevent material damage. Local authorities should be P Emergency advised if significant spillages cannot be contained. For personal o Procedures: protection, see Section 8 of the SDS. co

6.4 Environmental Do not discharge into drains, water courses or onto the ground.

Precautions: Environmental manager must be informed of all major releases.

SECTION 7: HANDLING AND STORAGE

7.1 Handling: • Avoid contact with skin or eyes.
• Do not ingest.
• Avoid inhalation of vapor or mist.
• Wear protective equipment if necessary.
• Mix only with water in accordance with label directions. • Mixing this product with ammonia, acids, detergents, etc or with organic materials, e.g. feces, urine, etc. will release chlorine gas, which is irritating to eyes, lungs, and mucous membranes.

7.2 Hygiene • Wash thoroughly with soap and water after handling and before Measures: eating, drinking, chewing gum, using tobacco, or using the toilet. • While handling this product, avoid eating, drinking or smoking.

7.3 Storage: • Do not freeze.
• Store in a cool, shaded outdoor area.
• Inside storage should be in a cool, dry, well-ventilated area. • To maintain hypochlorite strength, do not store in direct or heated indoor areas.
• Keep in original vented container.
• Keep container closed when not in use.
• Do not store adjacent to chemicals that may react if spillage occurs. • If closed containers become heated, vent to release decomposition products (mainly oxygen under normal decomposition).

Revision Date: 07/01/2018 (Supersedes previous revisions) Page 4 of 10

Page 118 ends

Upland City CouncilSeptember 23, 2024

Upland City Council
September 23, 2024