Upland City Council
May 12, 2025

oF UN CIOFUPLAND
AN4, "The City of Gracious Living"
' ea,
" MEETING OF THE CITY COUNCIL
,71(1./e14/61Pa/
Bill Velto,Mayor
Rudy Zuniga, Mayor Pro Tern-District 4 Michael Blay,City Manager James Breitling,Councilmember-District 2 Stephen P. Deitsch, City Attorney Carlos A. Garcia,Councilmember -District 3 Keri Johnson, City Clerk Shannan Maust, Councilmember-District 1
Monday, May 12, 2025
Open session begins at 6:00 p.m.

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

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.

4. CLOSED SESSION

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

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS

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 $500 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 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 Meeting Minutes of April 28, 2025 and the Regular Meeting Minutes of April 28, 2025. (Staff Person: Keri Johnson) b. CONSIDER ADOPTING A RESOLUTION APPROVING THE ANNUAL 14

DESTRUCTION OF RECORDS
CEQA: Not a Project.

Recommended Action:

Adopt a Resolution authorizing and directing the City Clerk to destroy certain City records pursuant to the Government Code of the State of California. (Staff Person: Keri Johnson)
c. CONSIDER APPROVAL OF AN AGREEMENT WITH PALADIN DRONES FOR 39

THE PURCHASE OF FIRST RESPONDER DRONES
CEQA: Not a Project.

Recommended Action:

Approve an agreement with Paladin Drones Inc. for the procurement of the First Responder Paladin Drones system for the total amount of $335,800 for a five- year contract; and authorize the City Manager to execute the agreement. (Staff Person: Marcelo Blanco)
d. CONSIDER ADOPTING A RESOLUTION AUTHORIZING STAFF TO SUBMIT A 84

HOME INVESTMENT PARTNERSHIPS PROGRAM APPLICATION
CEQA: Not a Project.

Recommended Action:

Adopt a Resolution authorizing staff to submit an application to the California Department of Housing and Community Development for funding under the Home Investment Partnerships Program (HOME) in response to the March 27, 2025 Notice of Funding Availability (NOFA), and if selected, authorize the City Manager to execute all required documents for participation in the HOME Program. (Staff Person: Robert Dalquest)
e. CONSIDER ADOPTING A RESOLUTION SETTING A PUBLIC HEARING TO 89

CONSIDER THE VACATION OF A PORTION OF PUBLIC WATER LINE EASEMENT AT 1010 E. 20TH STREET
CEQA: Determine to be Exempt.

Recommended Action:

Adopt a Resolution of Intention to vacate a 33-foot-wide portion of a 73-foot wide public water line easement located at 1010 E. 20`h Street, further described as Assessor's Parcel Number 1044-102-08; set a public hearing for Monday, June 9, 2025, at 6:00 p.m. to consider the proposed vacation prior to adoption of the Resolution ordering the vacation subject to the requirements and recommendations contained in this report; and direct the City Clerk to publish and post a Notice of Hearing in accordance with the requirements of the California Streets and Highways Code Sections 8320, et seq. (Staff Person: Robert Dalquest)

11. PUBLIC HEARINGS
a. CONSIDERATION OF AN ORDINANCE ADDING CHAPTER 9.18 TO THE 104

UPLAND MUNICIPAL CODE TO ESTABLISH AN ENTERTAINMENT ZONE IN

DOWNTOWN UPLAND
CEQA: Determine to be Exempt.

Recommended Action:

The City Council will conduct a public hearing to consider establishing an Entertainment Zone in the Downtown. (Staff Person: Robert Dalquest)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Hold first reading by title only, waive further reading, and introduce an Ordinance adding Chapter 9.18 to the Upland Municipal Code relating to the establishment of an Entertainment Zone in Downtown Upland pursuant to Senate Bill 969, and determine the Ordinance is

Categorically Exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 of the CEQA Guidelines. b. APPEAL OF PLANNING COMMISSION'S APPROVAL OF CONDITIONAL USE 117 PERMIT NO. 24-011
CEQA:

Determined to be Exempt.

Recommended Action:

The City Council will conduct a public hearing to consider an appeal of the Planning Commission's approval of Conditional Use Permit 24-0011. (Staff Person: Robert Dalquest)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Consider the Appellant's (Stone Ridge Academy) appeal of the Planning Commission's decision to approve Conditional kse Permit 24-0011 IR establish a charter school serving K through 8 Grade at 20 W. 7 Street (Scholarship Prep)

5. Adopt a Resolution denying the appeal, and upholding the Planning Commission's approval of CUP-24-0011; and determine the project is exempt from the California Environmental Quality Act (CEQA), pursuant to Section 15301 of the CEQA Guidelines.
c. CONDUCT A PUBLIC HEARING TO CONSIDER THE TRANSITION OF SEWER 244

SERVICE CHARGES TO THE COUNTY PROPERTY TAX ROLL
CEQA: Not a Project.

Recommended Action:

The City Council will conduct a public hearing to consider transitioning sewer service charges to the county property tax rolls. (Staff Person: Damien Arrula)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Adopt a Resolution authorizing the implementation of tax roll billing for City-managed utility services, specifically sewer, to improve collection efficiency, reduce administrative costs, and protect utility revenue streams.
d. CONDUCT A PUBLIC HEARING TO CONSIDER THE TRANSITION OF STORM 248

DRAIN SERVICE CHARGES TO THE COUNTY PROPERTY TAX ROLL
CEQA: Not a Project.

Recommended Action:

The City Council will conduct a public hearing to consider transitioning storm drain service charges to the county property tax rolls. (Staff Person: Damien Arrula)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Adopt a Resolution authorizing the implementation of tax roll billing for City-managed utility services, specifically storm drain, to improve collection efficiency, reduce administrative costs, and protect utility revenue streams.
e. CONDUCT A PUBLIC HEARING TO CONSIDER THE TRANSITION OF TRASH 252

SERVICE CHARGES TO THE COUNTY PROPERTY TAX ROLL
CEQA: Not a Project.

Recommended Action:

The City Council will conduct a public hearing to consider transitioning trash service charges to the county property tax rolls. (Staff Person: Damien Arrula)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Adopt a Resolution authorizing the implementation of tax roll billing for City-managed utility services, specifically trash services, to improve collection efficiency, reduce administrative costs, and protect utility revenue streams.

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

CONFERENCE ATTENDANCE
Councilmembers will provide oral reports on any meetings, trainings, or conferences they attended on behalf of the City. This item is for information only. b. SPECIAL FINANCE COMMITTEE MEETING, APRIL 30, 2025 256 The Committee Chairperson will report on the meeting. This is an information item only.
c. SPECIAL PUBLIC WORKS COMMITTEE MEETING, MAY 6, 2025 261 The Committee Chairperson will report on the meeting. This is an information item only.

13. BUSINESS ITEMS

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Tuesday, May 27, 2025.

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].

To access written transcription during the meeting, please click this link:
https://attend.wordly.ai/join/LVGO-0906 . Then choose language and click attend to read the transcript on your device.

On May 8, 2025 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 April 28, 2025
4:00 p.m.

SPECIAL MEETING
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 4:01 p.m. in the Council Chamber of the Upland City Hall.

2. ORAL COMMUNICATIONS
None

3. AGENDA ITEMS
a. FISCAL YEAR 2025-26 PROPOSED BUDGET ADJUSTMENTS
Assistant City Manager Parker introduced Finance Manager Sullivan who presented the staff report along with a PowerPoint presentation. Assistant City Manager Parker and Finance Manager Sullivan answered questions from the Council regarding proposed reductions.

Police Chief Blanco and Development Services Director Dalquest answered questions regarding proposed cuts to the Police Department and Development Services Department.

There was discussion regarding line item reductions in several departments.

Recreation and Community Services Manager Gandara answered questions from the Council regarding proposed cuts to a holiday event.

The City Council directed staff to bring the proposed budget reductions back at the May 19, 2025 Special City Council meeting for consideration.

4. ADJOURNMENT
Mayor Velto adjourned the workshop at 4:41 p.m. The next regularly scheduled City Council meeting is Monday, April 28, 2025 at 5 p.m.
1

Keri Johnson, City Clerk
2

MINUTES OF THE REGULAR MEETING OF THE UPLAND CITY COUNCIL April 28, 2025
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 5:00 p.m. in the Council Chamber of the Upland City Hall.

2. ADDITIONS-DELETIONS TO AGENDA
None.

3. ORAL COMMUNICATIONS
None.

CLOSED SESSION - 5:00 p.m.

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

LITIGATION
(Paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Case Name: Solorzano V. City of Upland
San Bernardino County Superior Court of California Case No. CIVSB2207375 The City Council reconvened in open session at 6:00 p.m.

5. INVOCATION
Mike Ingram, Christian Science Faith

6. PLEDGE OF ALLEGIANCE
Led by City Treasurer Bradley
1

7. PRESENTATIONS
Proclamation declaring April 25, 2025 as National Arbor Day, accepted by Operations Supervisor/City Arborist Brett Lance.

Certificates of Recognition to Parks, Arts, Recreation and Community Services (PARCS) Advisory Committee Members.

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

9. ORAL COMMUNICATIONS
Eddie El Tine, San Dimas, stated that he wanted to submit a petition for rent control for lower income housing and the need for affordable housing for lower income families.

Valerie Ramirez, Upland, spoke about issues with animal shelter overcrowding and the high cost to spay/neuter pets.

Tommy Cope, Upland, read the written comments submitted by Shari Wasson regarding concerns about the use of poison bait stations in Upland parks.

Natasha Walton, Upland, spoke in opposition of the proposed extension to the parking lease agreement with San Antonio Regional Hospital.

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

Moved by: Councilmember Maust
Seconded by: Councilmember Breitling
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of April 14, 2025.
b. 2ND READING AND ADOPTION OF ORDINANCE NO. 1994 AMENDING SECTION 6.04.140 OF THE UPLAND MUNICIPAL CODE RELATED TO

KEEPING ANIMALS WHICH DISTURB THE PEACE
Hold 2nd reading by title only, waive further reading, and adopt Ordinance No. 1994 amending Upland Municipal Code Section 6.04.140, "Keeping Dogs and Animals which Disturb the Peace Prohibited".
c. 2ND READING AND ADOPTION OF ORDINANCE NO. 1995 REGARDING

HARDSHIP WAIVERS FOR INFRACTION FINES
Hold 2nd reading by title only, waive further reading, and adopt Ordinance No. 1995 adding Sections 1.22.050 D., 1.22.050 E., 1.22.050 F., and 1.22.050 G. to the Upland Municipal Code to provide hardship waivers for infraction fines. 2

d. CONSIDER RATIFYING REAPPOINTMENT TO THE PUBLIC WORKS

COMMITTEE
Ratify the reappointment of Sean Hoss to the Public Works Committee, term to expire in December 2028.
e. CONSIDER APPROVAL OF AMENDMENT NO. 1 TO THE LICENSE

AGREEMENT BETWEEN THE CITY OF UPLAND AND SAN ANTONIO

REGIONAL HOSPITAL
Approve Amendment No. 1 to the License Agreement between the City of Upland and San Antonio Regional Hospital for real property addressed as 1299 San Bernardino Road (portion of APN 1046-183-01) and authorize the City Manager to execute all documents related thereto.
f. CONSIDER APPROVAL OF MARCH WARRANT AND PAYROLL REGISTERS Approve the March warrant registers totaling $13,784,358.34 (check numbers 52018 — 52427 and direct disbursements) and payroll registers totaling $1,944,444.81 (check numbers 164161 - 164168 and electronic fund transfers 53685 — 54254).
g. TREASURER'S REPORT MARCH 2025
Receive and file the March 2025 Treasurer's Report.

REVIEW OF THE 2024 HOUSING ELEMENT ANNUAL PROGRESS REPORT

ON IMPLEMENTATION OF THE GENERAL PLAN HOUSING ELEMENT
Receive comments from the public on the 2024 Housing Element Annual Progress Report and direct staff to submit the report to the Governor's Office of Planning and Research (OPR) and the California Department of Housing and Community Development.
j. CONSIDER ACCEPTING THE CALRECYCLE BEVERAGE CONTAINER RECYCLING PAYMENT PROGRAM FISCAL YEAR 2024-25 GRANT AWARD Accept the CalRecycle Beverage Container Recycling City/County Payment Program Fiscal Year 2024-25 grant award of$19,814 and appropriate the funds. k. CONSIDER APPROVAL OF THE PURCHASE OF TWO E.V. ZERO-EMISSIONS CASE BACKHOES.

Approve the purchase of two (2) E.V. (Zero-Emissions) Backhoes from Sonsray Equipment in the amount of $148,964.01; approve a budget adjustment authorizing the appropriation of RMRA funds, and authorize the City Manager to execute the final purchase of the equipment.
h. CONSIDER ADOPTING SIDE LETTERS TO CORRECT THE UPLAND POLICE

MANAGEMENT AND UPLAND POLICE OFFICERS'ASSOCIATION MOU

LANGUAGE PER CALPERS AUDIT FINDINGS
Assistant City Manager Parker presented the staff report along with a PowerPoint presentation and answered questions from the Council regarding the language in the side letters.
3

Moved by: Councilmember Breitling
Seconded by: Councilmember Garcia
Adopt four side letters to correct the Upland Police Management Association (UPMA) and Upland Police Officers' Association (UPOA) 2017-2022 MOU and 2023-2027 MOU language.

Motion: Carried Unanimously

11. PUBLIC HEARINGS
a. 2025-2030 CONSOLIDATED PLAN AND PROGRAM YEAR (PY) 2025-26

COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)ANNUAL ACTION
PLAN
Development Services Director Dalquest introduced City Council Advisory Committee Chair Gary Schwary who presented the recommendations of the Committee for the CDBG Program Year 2025-26 Annual Action Plan.

Chair Schwary and staff answered questions from the Council regarding the program allocations.

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

Moved by: Councilmember Breitling
Seconded by: Councilmember Garcia
Adopt Resolution No., 6824 approving the City of Upland 2025-2030 Consolidated Plan and Program Year 2025-26 Annual Action Plan and authorize the City Manager to execute any and all necessary related documents to implement the 2025-2030 Consolidated Plan and Program Year 2025-26 Annual Action Plan.

Motion: Carried Unanimously
b. CONSIDER APPROVAL OF A RESOLUTION ADOPTING THE MASTER FEE

SCHEDULE
Finance Manager Sullivan introduced Willdan Financial Services Consultant Tony Thrasher, who presented the staff report along with a PowerPoint presentation and answered questions from the Council regarding the proposed fee schedule.

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

Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
Approve Resolution No. 6825 adopting the Master Fee Schedule and amending citywide fees to cover the cost of services; and authorize the City Manager to adjust citywide user fees based on the January year-to-year increases in the local Consumer Price Index.
4

Motion: Carried Unanimously

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

CONFERENCE ATTENDANCE
Councilmember Breitling reported on his, Councilmember Garcia, and City Manager Blay's attendance at the 2025 City Leader's Summit in Sacramento.

Mayor Velto provided an update on the IEUA pass through fees.

13. BUSINESS ITEMS

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

15. CITY MANAGER

16. ADJOURNMENT
Mayor Velto adjourned the meeting at 7:08 p.m. The next regularly scheduled City Council meeting is Monday, May 12, 2025.

Keri Johnson, City Clerk
5

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DATE: May 12,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:KERI JOHNSON,CITY CLERK

JENNIFER RODRIGUEZ,DEPUTY CITY CLERK
SUBJECT: CONSIDER ADOPTING A RESOLUTION APPROVING THE ANNUAL DESTRUCTION OF

RECORDS
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution authorizing and directing the City Clerk to destroy certain City records pursuant to the Government Code of the State of California.

GOAL STATEMENT
The proposed action supports the City's goal to provide for the appropriate maintenance, storage,and destruction of official City records.

BACKGROUND
Government Code Section 34090 provides for the destruction of certain records after they are no longer required.

Records Retention schedules have been prepared and approved for various departments,which set forth the timeframe for keeping records.

ISSUES AND ANALYSIS
The attached Resolution orders the destruction of records based upon the City's adopted retention schedule.The City's Records Management Program sets forth the timely destruction of non-permanent records.

The files were reviewed by the City Clerk and the City Attorney.There is no known or anticipated litigation associated with the records in the 2025 destruction.

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

FISCAL IMPACTS
The total cost of shredding services is expected to be less than$1,700. There are available funds budgeted for this purchase in the City Clerk Other Services Account No. 1011701-5258.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA, AUTHORIZING AND DIRECTING

THE CITY CLERK TO DESTROY CERTAIN DOCUMENTS

PURSUANT TO THE GOVERNMENT CODE OF THE STATE OF
CALIFORNIA.

WHEREAS, Sections 34090, 34090.5 and 34090.7 of the Government Code of the State of California provide for the destruction of certain City records and documents, with the approval of the legislative body by resolution and the written consent of the City Attorney; and
WHEREAS, in the opinion of the City Clerk and City Attorney, the records and documents listed hereinafter are not of sufficient historical, administrative, legal, fiscal, research or other value, to justify their retention; and WHEREAS, the City Attorney has consented to the destruction of such documents and records; and
WHEREAS, a list of records for Administrative Services, City Clerk, Development Services, and Police Department is attached hereto and incorporated herein by reference.

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

Section 1. The City Clerk is hereby authorized and directed to destroy these records and documents shown on the attached list in accordance with the provision of Sections 34090, 34090.5 and 34090.7 of the Government Code.

Section 2. The City Council finds that this Resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.

Section 3. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Resolution No. 6768

Section 4. Effective Date. This Resolution shall become effective immediately.

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

PASSED, APPROVED and ADOPTED 12th day of May, 2025.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 12th day of May, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

2025 CITY CLERK OFFICE

RECORDS DESTRUCTION REQUEST

APPROVALS
STAFF DEP RTMF_N1 HEAD DATE CITY CLERK CITY ATTORNEY COUNCIL LET 427)- g;FriA,k(),
{ r MEETING
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS ACMI Claim review; Annual Reviews; Workers
Compensation Reports 1993-94 418 D-2025
Finance Records - Worker's Compensation: Last Names
Hoover- Munoz 1994 1039 D-2025
Finance Records - Worker's Compensation: Last Names
Adams -Wilson 1994 1041 D-2025
Finance Records -Worker's Compensation: Last Names
Noreen - Wilson 1994 1599 D-2025 Finance Records-Worker's Compensation: Last Names
Allum - Kautz 1994 1602 D-2025
Finance Records -Worker's Compensation cancelled
checks: Last Names Aitheide- Forte; Foundation Health 1 989-94 3040 D-2025 Medical Resource Management Inc.

Terminated Personnel Files -
2014 3075 D-2025
Terminated Personnel Files -
2014 4307 D-2025
Terminated Personnel Files - Last Names Rosales -
Schuessier 2014 4791 D-2025
Claims/Litigation 2019; Oath of Office/Proclamation for Comcast 1994-2019 CCO-2025-001 D-2025
Cable 1991-1994 Cable Franchise agreement
2022 Public Records Requests #1-180 2022 CCO-2025-002 D-2025 2022 Public Records Requests #181-365 2022 CCO-2025-003 D-2025 I Temp Files - - -
Project 3734
(8403) (Pending File Only) Storm Drain Across Edison
(SCE) R-O-W- Bid No. 2005. Project 8208 (Temporary
File) Memorial Park Improvements, PH. II. Project 9655 2004-20 CCO-2025-004 ❑-2025 (Perm/Temp Files) "C' Street Revitalization Project
(between Euclid/3`d Avenues) Bid No. 2010.

Unsuccessful candidates 2020: Stone, Debbie - Mayor.

Novikov, Alexander- Mayor. Dun, Stephen -Treasurer.

Dieter, Lois Sicking - Mayor. Cruz, Darwin -Treasurer.

Completed by: Jennifer Rodriguez Page 17 of 265

Amos, Lamonta — District 3. Hoching, Tauvaga— District

3. Filippi, Gino— District 3.

CDBG Subrecipients *original contracts. Rapp, Tammy
District 4 *unsuccessful. Treasurer's Report FY 2021-22.

Delinquent Water, Sewer&Trash on Tax Roll 2020.

Osuna, Iramlinda District 3 *unsuccessful. FY 2022-23
Budget Workshop May 9, 2022. Bid #2018-03 Project
#7061 Linda Way Recon. &Water Improvement. Project
#9121 Bid #2018-07 9th St Pavement Rehab & Water. 2018-22 CCO-2025-005 D-2025 Bid #2018-04 Project#7068 Citywide Striping
Replacement. Bid #2018-05 Project#7067 Citywide
Crack/Slurry Seal. Project 7065 Bid #2018-06 3rd Ave
Pavement Rehab &Water Improvements. Walker,
Yvette M. District 2 *unsuccessful.

Supplemental Employee Retirement Plan (SERP)
agreement with Keenan Financial services and
certificate of liability insurance. Park Maintenance
certificate of liability insurance, public notices from 2000, agreement Bid No. 2000-18 for City Park
Custodial services with Empire Maintenance Co.,
CLS Landscape management, Inc. certificate of
liability insurance (took over services in 2006 until
City took services in-house). Insurance Agreement
Colen and Lee, Inc. expiration date October 5,
2004. Fees, City Dept. hourly rates, copies of Reso
No's. 6237, 5988, 5710, 5617, 5466, 5353, 5293,
5056, 5055, 4935, 4924, 4841, 4721, 4641, 4549,
4425, 4333; copies of the Inland Empire Utilities
Agency (IEUA) Reso No's. 94-4-3, 99-4-4.

Development Fees, Public Facilities Fee Study
Administrative Draft September 5, 2006, copies of
Reso No. 5792, 5793, public notices from 2006, 1976-2015 CCO-2025-006 D-2025 copy of Ordinance No. 1810, 1811. RFP Fire
Cardiac Monitor. City Council meeting
communications, copy of Reso No. 6612. City
Manager Employee Agreements with Stephen Dunn
and Mr. Robb Quincey, Kevin B. Northcraft, Martin
E. Thouvenell, G. Michael Milhiser. Wayne Gretzky
Roller Center proposal. Maintenance — Pavement
Management in Upland presentation, copy of Reso
No. 5450. January 2016 Residents Restoring
Integrity to Upland Notice of Intention to Circulate
Recall petition for CM's Carol Timm, Gino Filippi,
and Debbie Stone; May 2016 notice to end
circulation of recall petitions. Public Record Request
(PRR) notes/ attorney recommendations. Emails
related to PRRs, 2yr retention. Police Sub-Station
License Agreement— 3 year lease. Parking
Enforcement: 2015 Proof of Publications; copies of
resolutions and ordinances relating to parking

Completed by: Jennifer Rodriguez Page 18 of 265

Page3
enforcement between 2000-2012 (scanned into
Laserfiche); Copy of the 1976 Tract Map No. 9289.
2011 & 2014 Agreement with Building Code
Solutions Professional Services Agreement,
terminated 3/10/15. Agreements with City Attorney,
Richards Watson & Gershon 1999-2012;
Agreement with City Attorney, Markman, Arczynski,
Hanson, Curley, & Slough 1993-97; Agreement with
City Attorney Donal E. Maroney 1986.

Unsuccessful Bids: 2020-01 — 2020-06.

Unsuccessful Bids: 2021-01 — 2021-05.

Unsuccessful Bids: 2022-01; 2022-04; 2022-05. 2020-22 CCO-2025-007 D-2025 Unsuccessful proposals for City Attorney Services
2020
Claim — Lett, Lisa Grace v City of Upland files from
2013 (HR confirmed it was settled on 8/27/15)
Closed —2019 Subpoena 2013-22 CCO-2025-008 D-2025 Closed —2022 Request for Records
Subpoena/Summons
Closed Yard Sale Permits for addresses on 1st Ave
through 23rd Street, Abbie Way through Azure Court,
Barcelona through Browning Street, Cabarita Court
through Cumberland Street, Danbrook Place through
Duke Street, Eastgate Avenue through Euclid
Avenue, Grayson Way through Grove Avenue,
Harford Place through Howard Street, Jefferson
Street through Juniper Avenue, Katy Court through
Kirby Court, Lakewood Avenue through Laurel 2019 CE-2025-001 D-2025 Avenue, Magnolia Avenue through Mulberry Way,
Nicholas Street through Notre Dame Street, O'Hara
Court through Overland Court, Palamino Avenue
through Purdue Street, Quail Street through Qunicy
Avenue, Raymond Street through Rugby Way,
Salina Street through Sydney Court, Toledo Way
through Tyler Lane, Ukiah Way, Vail Way through
Vine Avenue, Washington Blvd through Wright Place
Treasurer's Reports 2015-16 FIN-2019-001 D-2019 Treasurer's Reports 2016-17 FIN-2020-010 D-2020 Treasurer's Reports 2017-18 FIN-2021-019 D-2021 Treasurer's Reports 2018-19 FIN-2022-031 D-2022 Treasurer's Reports 2019-20 FIN-2023-087 D-2023 Utility Billing Accounts (301-337) 2020-21 FIN-2024-001 D-2024 Utility Billing Accounts (341-387) 2020-21 FIN-2024-002 D-2024 Utility Billing Accounts (395-551) 2020-21 FIN-2024-003 D-2024

Completed by: Jennifer Rodriguez Page 19 of 265

Page4
Utility Billing Accounts (591-608) 2020-21 FIN-2024-004 D-2024 Utility Billing Accounts (610-648) 2020-21 FIN-2024-005 D-2024 Utility Billing Accounts (652-902) 2020-21 FIN-2024-006 D-2024 Revenue Packets 2018 FIN-2024-007 D-2024 Revenue Packets 2018 FIN-2024-008 D-2024 Revenue Packets 2018 FIN-2024-009 D-2024 Revenue Packets 2018 FIN-2024-010 D-2024 Revenue Packets 2018 FIN-2024-011 D-2024 Revenue Packets 2018 FIN-2024-012 D-2024 Revenue Packets 2018 FIN-2024-013 D-2024 Revenue Packets 2018 FIN-2024-014 D-2024 Revenue Packets 2018 FIN-2024-015 D-2024 Revenue Packets 2018 FIN-2024-016 D-2024 Revenue Packets 2018 FIN-2024-017 D-2024 Revenue Packets 2018 FIN-2024-018 D-2024 Revenue Packets 2018 FIN-2024-019 D-2024
Revenue Packets 2018 FIN-2024-020 D-2024
Revenue Packets 2018 FIN-2024-021 D-2024 Revenue Packets 2018 FIN-2024-022 D-2024
Revenue Packets 2018 FIN-2024-023 D-2024
Revenue Packets 2018 FIN-2024-024 D-2024
Revenue Packets 2019 FIN-2024-025 D-2024
Revenue Packets 2019 FIN-2024-026 D-2024
Revenue Packets 2019 FIN-2024-027 D-2024
Revenue Packets 2019 FIN-2024-028 D-2024
Revenue Packets 2019 FIN-2024-029 D-2024 Revenue Packets 2019 FIN-2024-030 D-2024
Revenue Packets 2019 FIN-2024-031 D-2024 Revenue Packets 2019 FIN-2024-032 D-2024
Revenue Packets 2019 FIN-2024-033 D-2024
Revenue Packets D-2024
2019 FIN-2024-034
Revenue Packets 2019 FIN-2024-035 D-2024 Revenue Packets 2019 FIN-2024-036 D-2024 Revenue Packets 2019 FIN-2024-037 D-2024

Completed by: Jennifer Rodriguez Page 20 of 265

Revenue Packets 2019 FIN-2024-040 D-2024 Treasurer's Reports 2020-21 FIN-2024-041 D-2024 Revenue Packets 2019 FIN-2025-001 D-2025 Revenue Packets 2019 FIN-2025-002 D-2025 Revenue Packets 2019 FIN-2025-003 D-2025 Revenue Packets 2019 FIN-2025-004 D-2025 Revenue Packets 2019 FIN-2025-005 D-2025 Revenue Packets 2019 FIN-2025-006 D-2025 Revenue Packets 2019 FIN-2025-007 D-2025 Revenue Packets 2019 FIN-2025-008 D-2025 Revenue Packets 2019 FIN-2025-009 D-2025 Revenue Packets 2019 FIN-2025-010 D-2025 Revenue Packets 2019 FIN-2025-011 D-2025 Revenue Packets 2019 FIN-2025-012 D-2025 Revenue Packets 2019 FIN-2025-013 D-2025 Revenue Packets 2019 FIN-2025-014 D-2025 Revenue Packets 2019 FIN-2025-015 D-2025 Revenue Packets D-2025
2019 FIN-2025-016
Revenue Packets 2019 FIN-2025-017 D-2025 Revenue Packets 2019 FIN-2025-018 D-2025 Revenue Packets 2019 FIN-2025-019 D-2025 Revenue Packets 2019 FIN-2025-020 D-2025 Cal-card statements 2017-18 FIN-2025-022 D-2025 Cal-card statements 2017-18 FIN-2025-023 D-2025 Cal-card statements 2019 FIN-2025-037 D-2025 Cal-card statements 2019-20 FIN-2025-038 D-2025 Cal-card statements 2020 FIN-2025-039 D-2025 Weekly Warrant Run Invoice Copies 2019 FIN-2025-045 D-2025 Weekly Warrant Run Invoice Copies 2019 FIN-2025-046 D-2025 Weekly Warrant Run Invoice Copies 2019 FIN-2025-047 D-2025 Weekly Warrant Run Invoice Copies 2019 FIN-2025-048 D-2025 Weekly Warrant Run Invoice Copies 2019 FIN-2025-049 D-2025 Weekly Warrant Run Invoice Copies 2019 FIN-2025-050 D-2025 Weekly Warrant Run Invoice Copies 2019-20 FIN-2025-051 D-2025

Completed by:Jennifer Rodriguez Page 21 of 265

Weekly Warrant Run Invoice Copies 2020 FIN-2025-053 D-2025 Weekly Warrant Run Invoice Copies 2020 FIN-2025-054 D-2025 Weekly Warrant Run Invoice Copies 2020 F1N-2025-055 D-2025 Weekly Warrant Run Invoice Copies 2020 FIN-2025-056 D-2025 Weekly Warrant Run Invoice Copies 2020 FIN-2025-057 D-2025 Payment disbursement recap 2019 FIN-2025-058 D-2025 Payment disbursement recap 2020 FIN-2025-059 D-2025 Weekly Warrant Run Invoice Copies 2020 FIN-2025-060 D-2025 Journal Entries 2019 FIN-2025-066 D-2025 Journal Entries 2019-20 FIN-2025-067 D-2025 Journal Entries 2020 FIN-2025-068 D-2025 Treasurer's Reports 2021-22 FIN-2025-070 D-2025 W-9 Copies 2001 FIN-2025-071 D-2025
Bank - Chase Statements 2014-2020 FIN-2025-075 D-2025 Bank- Chase Statements 2014-2020 FIN-2025-076 D-2025 Budget Amendments 2016-17 FIN-2025-077 D-2025 Bank - Chase Statements 2015-2020 FIN-2025-078 D-2025 Vendor 1099s 2000-2002 FIN-2025-081 D-2025 Vendor 1099s 2005-2008 FIN-2025-082 D-2025 Vendor 1099s 2008-2017 FIN-2025-083 D-2025 Unsuccessful Candidates 2017: D-2025
Unsuccessful Candidates 2018:

Building Inspections 1996 1996-2018 HR-2025-001 Worksite Assessment 1998 I j
Workstation Analysis & Evaluation 1999-2000
Ergonomic Evaluations PD 2007
Safety meetings 1999
Employee Investigations 2010-18: - D-2025
2010-2018 HR-2025-002
Personnel Investiaations: D-2025
2009-2017 HR-2025-003
City Vehicle Accident Reports 2005-18 HR-2025-004 D-2025 Worker Comps non-claims & Employee Investigations: D-2025 Last Names Alexandrescu through Stanley 201 6-2021 HR-2025-005

Completed by;Jennifer Rodriguez Page 22 of 265

ICMA Loans Jan —April 2011
HR Procedures 1984-2005 D-2025
Crossing Guard Services Agreement 1987, 1998-2009 1984-2019 HR-2025-007 Policy Notes 2008-2019
Employee Investigations: Last Names Barber through D-2025 Pendergraft 1990-2015 HR-2025-008
Personnel Investigations: Last Names Ange through D-2025 Williams 2004-2016 HR-2025-009
Total Boxes: 122

Completed by: Jennifer Rodriguez Page 23 of 265

2025 CODE ENFORCEMENT

RECORDS DESTRUCTION REQUEST

APPROVALS
STAFF DEPARTMENT HEAD DATE CITY CLERK CITY ATTORNEY COUNCIL 417 ‘ MEETING
its alecyalf! -
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS CLOSED CODE ENFORCEMENT CASE FILES —

MULBERRY AVE, NANCY CT, NICHOLAS AVE,

NOREEN CT, NORTH HILLS DR, NORWOOD AVE, N

MOUNTAIN AVE, OLD BALDY RD, OLIVE ST, O'HARA

ST, O'MALLEY WAY, ORANGE DR, ORANGEWOOD

ST,ORCHID CT, ORCHARD LA, N PALM AVE,

PALOMINO, PANSY ST, PATRICK ST, PAXTON CT,
PEARL ST, PINE ST, N BENSON AVE, 638 BIRCH,

BIXBY WAY, BONITA ST, BOWEN ST, BRADFORD CT,

BRANTLEY CT, BRENDA CT, BRENTWOOD

AVE,BRIDGET CT, BRUIN PL, BUFFINGTON ST,

CABARITA CT, CAMBRIDGE AVE, CAMELLA CT,

CAMEO CT, CAMPHOR WAY, CAMPUS AVE,
CARNATION WAY, CARSON ST, CENTRAL AVE, 2019 CE-2025-002 D-2025

CHRISTIAN CT, CINDY CT, CHAFFEE ST, CLARK

AVE, CLARK ST, CODY CT, COLE LA, COLLEGE

PARK, COOLCREST AVE, CORAL WAY, CORTE

SANTANA, CRAWFORD AVE, CROFTON CT, D ST,

DALTON CT, DANUBE WAY, DARLINGTON AVE,

DEBORAH CT, DIANA CT, DICKENSON CT,

DRIFTWOOD AVE, EASTGATE AVE, EDDINGTON ST,

EDGEFIELD ST, EDGEWOOD AVE, ELIZABETH LA,

ELMER CT, ELWOOD ST, ELOISE WAY, EMERSON

AVE, ERIN AVE,N EUCLID AVE, F ST, FAIRWOOD

AVE, FERN AVE, FERNANDO WAY, FERNBROOK ST,

E FOOTHILL BLVD
CLOSED CODE ENFORCEMENT CASE FILES — E

FOOTHILL BLVD, W FOOTHILL BLVD, W PINE ST,

PINNACLE WAY, PRESTON CT, PRIMROSE ST,

PURDUE ST, N QUINCE, W RAE CT, RANDY ST,

SALINA ST, SAN ANTONIO AVE, E RANGER ST,

RAYMOND ST, REDHILL ST, REDWOOD AVE,

REVERE ST, RICHLAND ST, RIDGEMONT CT,
REDDING WAY, ROSEWOOD ST, RUGBY ST, RYAN 2019 CE-2025-003 D-2025

WAY, N SAN ANTONIO AVE, E SAN BERNARDINO

AVE, SAWTOOTH DR, SCENIC VIEW ST,

SUGARLOAF AVE, SIERRA PL, SINCLAIR ST,

SANDRA, SHAMROCK AVE,SHASTA WAY, SHEILA

CT, SHELBY WAY, SHELLY AVE, SHERIDAN ST,

SHERMAN WAY, SHOREWOOD AVE,

Completed by: MARIA SKEELS Page 24 of 265

CLOSED CODE ENFORCEMENT CASE FILES—

SILVERWOOD ST, SIERRA PL, SPRINGFIELD

ST,SPRUCE ST, STILLMAN ST, SULLIVAN ST,

SULTANA AVE, SYCAMORE CT, TAYLOR WAY,

TERRY WAY, TOLEDO WAY, TULARE WAY, TYLER

WAY, UKIAH WAY, UPLAND HILLS DR, VAIL AVE,

VALLEJO WAY, VALLEY VIEW CT, VAN NESS AVE,

VERDUGO WAY, VERNON DR, VETERANS CT,
VICTORIA ST, VINE AVE, WAKEFIELD CT, 2019 CE-2025-004 D-2025

WASHINGTON BLVD, WEDGEWOOD AVE, WEST ST,

WESTRIDOE ST,WINSLOW ST,WINSTON CT,

WISEMAN WAY, WOODBURY CT, WOODLAWN ST,

WRIGHT AVE, WILSON AVE, WINDSONG CT, WINN
DR, 1ST AVE,
CLOSED CODE ENFORCEMENT CASE FILES— 1ST
AVE, 2ND AVE, 3RD AVE,4TH AVE, 5TH AVE, 6TH
AVE, 7TH ST, 8TH AVE,8TH ST, 9TH ST, 10TH AVE, 2019 CE-2025-005 D-2025 11 TH AVE, 11 TH ST, 12TH AVE, 13TH AVE, 13TH ST,
14TH ST, KELLY AVE
CLOSED CODE ENFORCEMENT CASE FILES— 15TH
ST, 16TH ST, 17TH ST, 18TH ST, 19TH ST, 20TH ST,
21 ST ST, 22ND ST, 23RD ST, 24TH ST, A ST,

ALBRIGHT AVE, ALEXANDER ST, ALPINE ST, ALTA

AVE, ALTURA WAY, AMBER CT, ANDES ST, ANITA
ST, ANTON WAY, ARROW HWY, ASPEN CT, ASTER 2019 CE-2025-006 D-2025

ST, AUBURN AVE, AUSTIN WAY, AVALON CT,

AZALEA CT, AZURE CT, BALBOA WAY, BASELINE

AVE, BEGONIA ST, BELMAR WAY, BENNINGTON ST,

BENSON AVE,
CLOSED CODE ENFORCEMENT CASE FILES — 1ST
AVE, 2ND AVE, 7TH ST, 8TH ST, 9TH ST, 16TH ST,
22ND ST, ALBRIGHT AVE, ALPINE ST, ALTURA WAY,

ANTON WAY, BALBOA WAY, BENNINGTON ST,

BENSON AVE, BOWEN ST, BRADFORD AVE,

BRANTLEY CT, BRUIN ST, CAMBRIDGE AVE,

CAMPUS AVE, CENTRAL AVE, IVY CT, CINDY CT,

CLARK ST, CODY CT, COLLEGE PARK, CRAWFORD

AVE, D ST, EMERSON ST, ERIN AVE, EUCLID AVE, F

ST, COOLCREST AVE, FOOTHILL BVLD, FRANCIS
AVE, HIGHLAND AVE, LAUREL AVE, MONTE VISTA 2016-2019 CE-2025-007 D-2025

AVE, MOUNTAIN AVE, MYRA CT, OLIVE ST, O'HARA

CT, PAXTON CT, PINE ST, PURDUE ST, QUINCE

WAY, RANDY ST, TYLER WAY, UKIAH WAY, VAN

NESS CT, VINE AVE, FERNANDO AVE, WINN DR,
2ND AVE, 3RD AVE, 19TH ST, 10TH AVE,

Completed by:MARIA SKEELS Page 25 of 265

CLOSED CODE ENFORCEMENT CASE FILES —

FULTON WAY, G ST, FOX RIDGE WAY, FRANCIS

AVE, GARNET WAY GENOA WAY, GERTRUDITA CT,

GLENWOOD WAY, GOLDEN RAIN, GRAYSON WAY,

GREENTREE ST, GROVE AVE,HERITAGE WAY,

HIGHLAND CT, HERVEY AVE, HIGHPOINT ST,

HONEYDALE CT, LAUREL AVE, LOOKING GLASS,

JUNIPER AVE, KATRINA WAY, KATY CT, KELLY AVE,

KENWOOD AVE, JANE CT, JEFFERSON ST, JUANITA

CT, KIRBY CT, LAKEWOOD WAY, LANGSTON ST,
LINDA WAY, LINDEN ST, LOMA PL,LURELINE CT, 1996-2019 CE-2025-008 D-2025

MAMMOTH DR, MAPLE ST, MARIPOSA ST, MASON

WAY, MATSONIA CT, MATTHYS WAY, MAYWOOD

AVE, MEMORIAL CT, MESA CT, MILLSWEET DR,

MIMOSA CT, MITCHELL AVE, MONTE VERDE AVE,

MONTE VISTA AVE, MONITOR CT, MOUNTAIN AVE,
7TH ST, 8TH ST 9TH ST, 10TH AVE, 14TH ST, 15TH
ST, 16TH ST, 1ST AVE, 2ND AVE, 4TH AVE, 7TH ST,

EUCLID AVE, CORAL WAY, CHAFFEE ST
CLOSED CODE ENFORCEMENT CASE FILES —

CENTRAL AVE, FOOTHILL BLVD, EUCLID AVE,
DICKENSON CT, SHELBY WAY, 3RD AVE, 9TH ST,
1ST AVE, 2ND AVE, WEDGEWOOD AVE, KELLY AVE,
TULARE WAY, ARROW HWY, 22ND ST, 8TH AVE,
PRIMROSE AVE, REDDING WAY, SAN ANTONIO 1998-2019 CE-2025-009 D-2025

AVE, STOWELL ST, SULLIVAN AVE, SULTANA AVE,

SYCAMORE CT, FOOTHILL BVLD, CENTRAL AVE

EDGEFIELD AVE, ARROW HWY
CLOSED CODE ENFORCEMENT CASE FILES —

SULLIVAN AVE, SULTANA ST, SYCAMORE CT,

FOOTHILL BLVD, CENTRAL EUCLID AVE,
EDGEFIELD AVE, ARROW HYW, CAMPUS AVE, 1978-2021 CE-2025-010 D-2025

MOUNTAIN AVE, KELLY AVE, BENSON AVE, ALPINE
ST, 11TH ST, 9TH ST, 7TH ST,
CLOSED CODE ENFORCEMENT CASE FILES —

FOOTHILL BLVD, GROVE ST, LOMA SOLA, KELLY
AVE, MONTE VISTA AVE, MOUNTAIN AVE, 1997-2019 CE-2025-011 D-2025 CLOSED CODE ENFORCEMENT CASE FILES —
FOOTHILL BLVD, MOUNTAIN AVE, 2ND AVE, 7TH ST, 2011-2019 CAMPUS AVE, 3RD PL, 9TH ST, 8TH ST, 14TH ST CE-2025-012 D-2025 CLOSED CODE ENFORCEMENT CASE FILES —
14TH ST, AIRPORT DR, BIRCH, BRANTLEY CT,
ALBRIGHT AVE, 2ND AVE, HIGHPOINT ST, 13TH 2006-2019 CE-2025-013 D-2025

AVE, O'HARA CT, ORANGEWOOD AVE, MOUNTAIN
Total Boxes: 12

Completed by: MARIA SKEELS Page 26 of 265

2025 DEVELOPMENT SERVICES

RECORDS DESTRUCTION REQUEST

APPROVALS
STAFF AEPARTMENT HEAD DATE CITY CLERK CITY ATTORNEY 1 COUNCIL Patty MEETING
Sandoval 41, 11_2- � r ,
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS Financials, Magnolia, Sunset, The Village - RPM 2007-09 HOU-2025-001 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2009-10 HOU-2025-002 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2011-12 HOU-2025-003 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2012-13 HOU-2025-004 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2013-14 HOU-2025-005 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2014-15 HOU-2025-006 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2016-17 HOU-2025-007 ❑-2025 Financials, Magnolia, Sunset, The Village - RPM 2017-18 HOU-2025-008 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2018-19 HOU-2025-009 D-2025 Financials, Magnolia, Sunset, The Village - RPM 2019-20 HOU-2025-010 D-2025 Homeless Count 2013
HUD Consolidated Plan (BIDS) 2015-19
Analysis of Impediments RFP-Process 2013-18
LDM Associates Professional Agreements 2004-11
Housing Authority Performance Reports FY 98-99 1998 HOME, OOR project completion reports 1993
OOR set-up reports &draw-down request 1994
HOME, OOR project completion reports 1994 HOU-2025-011 D-2025 HOME quarterly reports 1993
FTBH project completion report 1996
FTHB set-up reports & draw-down request 1993
HOME Owner Occupied Rehabilitation (00R) CMI/PDR 1994-95 Code Enforcement Cases 2012
Code Enforcement Contract & proposals 2013
Code Enforcement Cases 2013
TERMINATE❑ ERP'S 2020-23
COMPLETED ERP'S 2013-21 HOU-2025-012 ❑-2025 COMPLETED ERP'S 2017-22
Action Plan 2019-20
CDBG — IFMB Fair Housing 2019-20
CDBG IFMB Landlord/Tenant Mediation 2019-20
CDBG — FFS Housing Services — Stepping Stone program 2019-20 CDBG —LMWS, (dba Pacific Lifeline) Women's shelter program 2019-20 CDBG — CS Vic's Place After School Program 2019-20 HOU-2025-013 D-2025 CDBG—St Joseph's Church His Hands Ministry/Food Pantry 2019-20 2019-20
CDBG — IVHP Soya Food Security Program
2019-20
CDBG —DS Graffiti Removal 2019-20
CDBG — IVRS Recovery Books 2019-20
CDBG —Administration
Total Boxes 13

Completed by: Patricia Sandoval Page 27 of 265

2025 DEVELOPMENT SERVICES

RECORDS DESTRUCTION REQUEST
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS CDBG — ERP (Emergency Repair Program) 2019-20
Non CDBG Graffiti 2019-20
Denied CDBG Applications 2019-20 HOU-2025-013
Financials FY 2017-2018 2017-18
Financials FY 2018-2019 2018-19
Loan Committee Review (LRC) 2009-19
COMPLETED ERP'S (Emergency Repair Program) 2012-18 HOU-2025-014 D-2025 COMPLETED ERP'S (Emergency Repair Program) 2012-21 HOU-2025-015 D-2025 rpm-Month end reports 2022 HOU-2025-016 D-2025 rpm-Month end reports 2023
Graffiti Removal Services (Funded through CARES ACT) 2007 HOU-2025-017 D-2025 Graffiti Removal Services (Funded through CARES ACT) 2016 COMPLETED ERP'S 2023
LRC (Loan Committee Review) Meetings (Review/Approve/Deny loans) 1999-02 HOU-2025-018 D-2025 WEED ABATEMENT (Notices,letters,complaints,inspection records) 2015-17 rpm-Month end reports 2024 HOU-2025-019 D-2025 LRC (Loan Committee Review) Meetings (Review/Approve/Deny loans) 2003-09 PAID HOUSING LOANS 1994-18 HOU-2025-020 D-2025 PAID HOUSING LOANS (C-J) 2002-18 HOU-2025-021 D-2025 PAID HOUSING LOANS (J-M) 2002-18 HOU-2025-022 D-2025 PAID HOUSING LOANS (M-W) 2002-18 HOU-2025-023 D-2025 WEED ABATEMENT (Notices,letters,complaints,inspection records) 2018-21 HOU-2025-024 D-2025 (SE) Special Events Applications 2014-22
TS-22-0001 (Temporary Sign) 2022
Withdrawn CUP-18-03 2018 PLN-2025-001 D-2025 Counter Sign in sheets 2022
Inspection reports 1987-18
Promissory Letter Upland Estates Lot 18-1845 Tulare Way and 2010-11 copies of promissory note
Final Inspection, Electoral Release 2012-15 BLD-2025-001 D-2025 Gas Houseline Approvals Released to the Gas Co. 2011-14 Temporary Certificate of Occupancy 2007-11
Copies of Building Permit Clearance 2590 Blanchard PI 2009 Building Sign In sheets 2022
Total Boxes 13
Total Destroy Boxes: 26

Completed by: Patricia Sandoval Page 28 of 265

2025 FINANCE DIVISION

RECORDS DESTRUCTION REQUEST

APPROVALS
STAFF DEPARTMENT HEAD DATE CITY CLERK CITY ATTORNEY COUNCIL IriE3li
il MEETING
viW .t( -.-et),C,'.`icilki,
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS Cal-Card 11/01/19-02/29/20 FIN-2025-021 _ D-2025 US Bank Statements 2012-2013 FIN-2025-024 D-2025 Bank Statements&JE's 2013-2020 FIN-2025-025 D-2025 Budget Booklet Copies 2017-2018 FIN-2025-026 D-2025 Budget Booklet Copies 2020 FIN-2025-027 D-2025 Budget&ACFR Booklet Copies 2013-2021 FIN-2025-028 D-2025 Various Payroll Document Copies 1994-2004 FIN-2025-029 D-2025 Various Payroll Document Copies 1991-2003 FIN-2025-030 D-2025 Fiscal Agent Statements 2016-2017 FIN-2025-031 D-2025 Fiscal Agent Statements 2017-2018 FIN-2025-032 D-2025 Fiscal Agent Statements 2018-2019 FIN-2025-033 D-2025 Fiscal Agent Statements 2019-2020 FIN-2025-034 D-2025 PO Reports, L-R, S-Z, Adj Credits 2003-2004 FIN-2025-035 D-2025 PO Reports, A-D, E-K 2003-2004 FIN-2025-036 D-2025 PO Reports 2000-2001 FIN-2025-040 D-2025 PO Reports 1999-2000 FIN-2025-041 D-2025 Council Check Register 07/01/15-06/30/17 FIN-2025-042 D-2025 Council Check Register 07/01/17-06/30/19 FIN-2025-043 D-2025 Council Check Register 07/01/19-06/30/20 FIN-2025-044 D-2025 Weekly Warrant Run Invoice Copies 01/15/19-02/05/20 FIN-2025-052 D-2025 Cal-Card 06/01/18-10/31/18 FIN-2025-064 D-2025 W-9 Copies D-J 2001-2016 FIN-2025-072 D-2025 W-9 Copies R-Z 2001-2015 FIN-2025-074 D-2025 Budget Amendments 2017-2019 FIN-2025-079 D-2025 VENDORS 1099 1997-2005 FIN-2025-080 D-2025 Cal-Card 6/1/2018-10/31/2018 FIN-2025-084 D-2025 Cash Position Reports 0C13-DC13 FIN-2025-085 D-2025 Petty Cash Support JA11-MY12 FIN-2025-086 D-2025 FISCAL AGENT STATEMENTS JUL24-SPT-24 FIN-2025-087 D-2025 BANK STATEMENTS 1998-2002 FIN-2025-088 D-2025 DEPOSIT SUPPORT 1980-2002 FIN-2025-089 D-2025 SCHOOL CONSTRUCTION DEPOSIT SUPPORT 1983-1999 FIN-2025-090 D-2025 CASH POSITION REPORTS JN16-JL17 FIN-2025-091 D-2025 PETTY CASH SUPPORT AP14-JN16 _ FIN-2025-092 D-2025 SCO COMPENSATION REPORTS/AQMD Reports 2005-13 FIN-2025-094 D-2025 UPLAND FINANCING AUTHORITY REPORTS 2005-13 FIN-2025-095 D-2025 INVESTMENT/BANK STATEMENTS, SA BANK D-2025
STATEMENTS & RECONS, WORKERS COMP LOSS 2013-2015 FIN-2025-096

REPORTS
BANK STATEMENTS/STATEMENT OF INDEBTEDNESS 2001-2012 FIN-2025-097 D-2025 Completed by: Tonya Lei Page 29 of 265

RETURNED CHECKS 2006-2008 FIN-2025-098 D-2025 CASH CONTROL LOGS(BoA) &CBDG SEC108 BANK D-2025 STATEMENTS 1997-2000 FIN-2025-099
STATE CONTROLLER REPORTS-RDA 2005-2011 FIN-2025-100 D-2025 Union Bank of California (UBOC) PAYROLL 2009-2010 FIN-2025-101 D-2025 _ JOURNAL ENTRIES 2017-2018 FIN-2025-102 D-2025 STATE CONTROLLER'S REPORTS& FINANCIAL D-2025 2005-2013 FIN 2025-103
TRANSACTION REPORTS _
JOURNAL ENTRIES 2012 FIN-2025-104 D-2025 PAYROLL RECONCILIATION RECEIPTS 2019-2020 FIN-2025-105 D-2025 INVESTMENT STATEMENTS 2010-2012 FIN-2025-106 D-2025 CHASE PAYROLL/ PAYROLL RECON 2008-2013 FIN-2025-107 D-2025 LEASE REVENUE REFUNDING BONDS/IDAHO D-2025
2001-2006 FIN-2025-108

COMPUTER SERVICE/SUNTRUST(BANK STATEMENTS)
FISCAL AGENT STATEMENTS 2015-2016 FIN-2025-109 D-2025 JOURNAL ENTRIES 2020 FIN-2025-110 D-2025 BANK STATEMENTS 2003-12 FIN-2025-112 D-2025 CASH POSITION REPORTS 2020 FIN-2025-113 D-2025 JOURNAL ENTRIES 2021 FIN-2025-114 D-2025 Weekly Warrant Run Invoice Copies 2020 FIN-2025-115 D-2025 PAYROLL PROCESSING REPORTS 11/30/2005-12/27/2008 FIN-2025-116 D-2025 PAYMENT DISTRIBUTION RECAP 11/4/2020-2/28/2021 FIN-2025-118 D-2025 CaI-Card 2020 FIN-2025-119 D-2025
FBI SEARCH 6/10/10 PAPERS SEIZED 6/10/2010 FIN-2025-120 D-2025 JOURNAL ENTRIES 2019 FIN-2025-121 D-2025 STATE BOARD OF CA TAX/STATE& USER TAX/FUEL D-2025 1993 2012 FIN-2025-122
TAXES
INVESTMENT STATEMENTS/TREASURY REPORTS/ D-2025 1993 2015 FIN-2025-123

CHASE BANK RECONS
UBOC PAYROLL REPORTS(UNION BANK OF D-2025
2008-2012
CALIFORNIA) FIN-2025-124
PAYMENT DISTRIBUTION RECAP 3/3/2021-6/30/2021 FIN-2025-125 D-2025 PAYMENT DISTRIBUTION RECAP 7/1/2020-10/29/2020 FIN-2025-126 D-2025 Cash Position Reports 9/1/2020-9/30/2020 FIN-2025-127 D-2025 Cash Position Reports 7/1/2020-7/31/2020 FIN-2025-128 D-2025 RETURNED CHECKS 2008-11 FIN-2025-129 D-2025 JOURNAL ENTRIES 9/1/2019-10/31/2019 FIN-2025-130 D-2025 JOURNAL ENTRIES 9/30/2020-10/31/2020 FIN-2025-131 D-2025 SCHEDULE OF ADVANCES/AQMD/STATE GAS TAX/ D-2025 1991-1998 FIN 2025 132
ACCOUNT TEMP DOCS/ACCOUNT ANALYSIS FILE _
Weekly Warrant Run Invoice Copies 5/1/2020-7/31/2020 FIN-2025-133 D-2025 Cash Position Reports NV14-DC14 FIN-2025-134 D-2025 PURCHASE ORDERS 2015-2016 FIN-2025-135 D-2025 PURCHASE ORDERS(L-S) 2014-2015 FIN-2025-136 D-2025 Cash Position Reports JN14-AP14 FIN-2025-137 D-2025 VARIOUS FINANCIAL REPORT COPIES(TREASURER D-2025 REPORTS, BUDGETS,AUDIT REPORTS, FINANCIAL 1990-1997 STATEMENTS) FIN-2025-138
PURCHASE ORDERS(T-Z) 2014-2015 FIN-2025-139 D-2025

Completed by:Tonya Lei Page 30 of 265

DEPOSITS(REFUNDED, RELEASED) 1993-2002 FIN-2025-140 D-2025 Cash Position Reports 10/1/20-10/30/20 FIN-2025-141 D-2025 Cash Position Reports 11/2/20-11/30/20 FIN-2025-142 D-2025 VARIOUS DEPOSIT SUPPORT&SCHEDULES 1984-1995 FIN-2025-143 D-2025 Cash Position Reports MY14-JN14 FIN-2025-144 D-2025 BANK RECONCILIATIONS 2013-2015 FIN-2025-145 D-2025 PURCHASE ORDERS(A-D) 2014-2015 FIN-2025-146 D-2025 JOURNAL ENTRIES 2016-2017 FIN-2025-147 D-2025 Cash Position Reports 8/3/2020-8/31/2020 FIN-2025-148 D-2025 WARRANT REGISTERS 2014-2015 FIN-2025-149 _ D-2025 PURCHASE ORDERS(E-R) 2014-2015 FIN-2025-150 D-2025 FISCAL AGENT STATEM ENTS 2014-2015 FIN-2025-151 D-2025 RETURNED CHECKS/VOIDED CHECKS 2003-2014 FIN-2025-152 D-2025 Petty Cash Support JN12-MR14 FIN-2025-153 D-2025 MISC DEPOSITS 1987-2002 FIN-2025-154 D-2025 Total Boxes: 93

Completed by: Tonya Lei Page 31 of 265

2025 FINANCE CUSTOMER SERVICE

RECORDS DESTRUCTION REQUEST

APPROVALS
STAFF DEPARTMENT HEAD DATE CITY CLERK CITY ATTORNEY COUNCIL AM (UP4( MEETING
?S
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS Utility Billing Stubs 07/2021 FIN-2024-042 D-2025 Utility Billing Stubs 08/2021 FIN-2024-043 D-2025 Utility Billing Stubs 09/2021 FIN-2024-044 D-2025 Utility Billing Stubs 10/2021 FIN-2024-045 D-2025 Utility Billing Stubs 11/2021 FIN-2024-046 D-2025 Utility Billing Stubs 12/2021 FIN-2024-047 D-2025 Utility Billing Stubs 01/2022 FIN-2024-048 D-2025 Utility Billing Stubs 02/2022 FIN-2024-049 D-2025 Utility Billing Stubs 03/2022 FIN-2024-050 D-2025 Utility Billing Stubs 04/2022 FIN-2024-051 D-2025 Utility Billing Stubs 05/2022 FIN-2024-052 D-2025 Utility Billing Stubs 06/2022 FIN-2024-053 D-2025 Revenue Packets 05/18/19-05/23/19 FIN-2024-038 D-2025 Revenue Packets 05/24/19-05/31/19 FIN-2024-039 D-2025 Utility Billing Stubs 12/2018 FIN-2021-020 D-2025 2025 FINANCE CUSTOMER SERVICE

RECORDS DESTRUCTION REQUEST

Completed by: Arley Meza

2025 FINANCE DIVISION RECORDS

DESTRUCTION REQUEST

APPROVALS
S DEPARTMENT HEAD DATE CITY - LERK CITY ATTORNEY COUNCIL

MEETING
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS BUSINESS LICENSE RECORDS/APPLICATIONS 2000-2010 FIN15825- 2025 ' BUSINESS LICENSE RECORDS/APPLICATIONS 2000-2014 FIN-2025- 2025 1 159
BUSINESS LICENSE RECORDS/APPLICATIONS 2011-2013 FIN-2025- ' 2025 1BUSINESS LICENSE RECORDS/APPLICATIONS 2008-2012 FIN-2025-1 I 2025 BUSINESS LICENSE RECORDS/APPLICATIONS 2003 2013 FIN 2025- 2025 2 BUSINESS LICENSE RECORDS/APPLICATIONS 2010-2014 FIN-22025- 2025 13 BUSINESS LICENSE RECORDS/APPLICATIONS 2009-2015 FIN 1-2025- 2025 BUSINESS LICENSE RECORDS/APPLICATIONS 2000-2010 FIN-2025- 2025
BUSINESS LICENSE RECORDS/APPLICATIONS 2008 2015 FIN-2025- 2025
BUSINESS LICENSE RECORDS/APPLICATIONS 2003-2015 FIN-22025- 2025 17 BUSINESS LICENSE RECORDS/APPLICATIONS 2008-2013 FIN-2025- 2025 1 TOTAL BOX# 11
H
1

Completed by: NIECY DAVIS

2025 HUMAN RESOURCES

RECORDS DESTRUCTION REQUEST

APPROVALS
STAFF DEPART ENT HEAD DATE CITY CLERK CITY ATTORNEY COUNCIL

MEETING
t/-C)r-"-zs 96k#44 \147-4g
TITLE ❑R ❑ESCRIPTION OF RECORD DATE BOX NO. COMMENTS Term - Personnel File 1999-2012 HR-2025-010 D-2025 •
Total Boxes: 1
Completed by: ISABEL GARNICA Page 34 of 265

2025 UPLAND POLICE DEPARTMENT

RECORDS DESTRUCTION REQUEST

APPROVALS
STAFF DEPARTMENT HEAD DATE CITY C ERK CITY ATTORNEY COUNCIL (W\ 7-"&er.tuz aNits

MEETING
TITLE OR DESCRIPTION OF RECORD DATE BOX NO. COMMENTS D-2025
Traffic Citations 2021-2022 1 (or other relevant comments)
Traffic Citations 2022 2 D-2025 2018-2022 Lien Invoices, 2007-2008 Livescan Request 2002-2021 3 D-2025 Foms, 2002-2020 Bike Licenses
2021 Overtime Request Slips 2021 4 D-2025 2020 Department Time Sheets 2020 5 D-2025 2018 Traffic Subpoenas 2018 6 D-2025 2020 —2021 Department Timesheets 2020—2021 7 D-2025 2008—2010 Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports (Cleared), Miscellaneous 2008-2010 8 D-2025 Reports: Vehicles, Stored or impounded, Stolen Vehicles (cleared)
2020—2022 Traffic and criminal subpoenas 2020—2022 9 D-2025 2021 Accounting Deposits (copies of cash, check, credit 2021 10 D-2025 card receipts)
2021 Parking Citations 2021 11 D-2025 2021 Parking Citations 2021 12 D-2025 2018 — 2020 Field Interview Cards, copies of 2021 72- 2018 2021 13 D-2025 hour vehicle notifications, 2019—2020 vacation checks
2008-131-021 —2008-142-040 Arrest Reports - Drunk in
Public, Crime/Miscellaneous Reports: Misdemeanors,
Infractions, Traffic Collisions/Non-Fatal Accidents,
Incidents, Marijuana Less Than 28.5 Grams, Crime
Reports: Misdemeanors, Crime Reports: "Detention Only"
Retainable Arrests or Retainable Misdemeanor Arrests
Retainable Misdemeanors reduced to non-retainable
Offenses, Crime Reports: Domestic Violence & Abuse of
Elder or a Dependent Adult, Crime Reports: Felonies —
Except Homicide, Juvenile, Child Abuse, Sexual
Assault (Inconclusive), Crime Reports: Felony Crimes 2008 14 D-2025 With or Without Arrests, Crime Reports - Crimes
Punishable by Less than 8 Years in State Prison, Crime
Reports: Stolen Vehicles, No Convictions, Crimes -
Misdemeanor or Infraction, Miscellaneous Reports: Lost
and Found Records, Miscellaneous Reports: Bodies —
Natural Death, Miscellaneous Reports: Mental Cases
(Except Multiple Entry and Last Entry is Less Than 2
years), Miscellaneous Reports: Mental Cases (With 72-
Hour Holds), Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports (Cleared), Miscellaneous
Reports: Vehicles, Stored or impounded, Non-Criminal
Completed by: Alexa Merritt

•

Occurrence Reports(Unless Specified Elsewhere in this
Schedule), Reports
2008-143-001 —2008-152-010 Arrest Reports- Drunk in
Public, Crime/Miscellaneous Reports: Misdemeanors,
Infractions, Traffic Collisions/Non-Fatal Accidents,
incidents, Marijuana Less Than 28.5 Grams, Crime
Reports: Misdemeanors, Crime Reports: "Detention Only"
Retainable Arrests or Retainable Misdemeanor Arrests
Retainable Misdemeanors reduced to non-retainable
Offenses, Crime Reports: Domestic Violence &Abuse of
Elder or a Dependent Adult, Crime Reports: Felonies—
Except Homicide,Juvenile, Child Abuse, Sexual
Assault(Inconclusive), Crime Reports: Felony Crimes
With or Without Arrests, Crime Reports -Crimes 2008 15 D-2025 Punishable by Less than 8 Years in State Prison, Crime
Reports: Stolen Vehicles, No Convictions, Crimes-
Misdemeanor or infraction, Miscellaneous Reports: Lost
and Found Records, Miscellaneous Reports: Bodies—
Natural Death, Miscellaneous Reports: Mental Cases
(Except Multiple Entry and Last Entry is Less Than 2
years), Miscellaneous Reports: Mental Cases(With 72-
Hour Holds), Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports (Cleared), Miscellaneous
Reports: Vehicles, Stored or impounded, Non-Criminal
Occurrence Reports (Unless Specified Elsewhere in this
Schedule), Reports
2008-152-01 1 —2008-163-040 Arrest Reports- Drunk in
Public, Crime/Miscellaneous Reports: Misdemeanors,
infractions, Traffic Collisions/Non-Fatal Accidents,
Incidents, Marijuana Less Than 28.5 Grams, Crime
Reports: Misdemeanors, Crime Reports: "Detention Only"
Retainable Arrests or Retainable Misdemeanor Arrests
Retainable Misdemeanors reduced to non-retainable
Offenses, Crime Reports: Domestic Violence &Abuse of
Elder or a Dependent Adult, Crime Reports: Felonies—
Except Homicide, Juvenile, Child Abuse, Sexual
Assault(Inconclusive), Crime Reports: Felony Crimes
With or Without Arrests, Crime Reports-Crimes 2008 16 D-2025 Punishable by Less than 8 Years in State Prison, Crime
Reports: Stolen Vehicles, No Convictions, Crimes-
Misdemeanor or Infraction, Miscellaneous Reports: Lost
and Found Records, Miscellaneous Reports: Bodies—
Natural Death, Miscellaneous Reports: Mental Cases
(Except Multiple Entry and Last Entry is Less Than 2
years), Miscellaneous Reports: Mental Cases(With 72-
Hour Holds), Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports(Cleared), Miscellaneous
Reports: Vehicles, Stored or impounded, Non-Criminal
Occurrence Reports(Unless Specified Elsewhere in this
Schedule), Reports
2008-164-001 —2008-173-020 Arrest Reports- Drunk in
Public, Crime/Miscellaneous Reports: Misdemeanors, 2008 17 D-2025 infractions, Traffic Collisions/Non-Fatal Accidents,
Incidents, Marijuana Less Than 28.5 Grams, Crime

Completed by:Alexa Merritt

Reports: Misdemeanors, Crime Reports: "Detention Only"
Retainable Arrests or Retainable Misdemeanor Arrests
Retainable Misdemeanors reduced to non-retainable
Offenses, Crime Reports: Domestic Violence &Abuse of
Elder or a Dependent Adult, Crime Reports: Felonies—
Except Homicide, Juvenile, Child Abuse, Sexual
Assault(Inconclusive), Crime Reports: Felony Crimes
With or Without Arrests, Crime Reports-Crimes
Punishable by Less than 8 Years in State Prison, Crime
Reports: Stolen Vehicles, No Convictions, Crimes-
Misdemeanor or Infraction, Miscellaneous Reports: Lost
and Found Records, Miscellaneous Reports: Bodies—
Natural Death, Miscellaneous Reports: Mental Cases
(Except Multiple Entry and Last Entry is Less Than 2
years), Miscellaneous Reports: Mental Cases(With 72-
Hour Holds), Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports(Cleared), Miscellaneous
Reports: Vehicles, Stored or impounded, Non-Criminal
Occurrence Reports (Unless Specified Elsewhere in this
Schedule), Reports
2008-111-011 —2008-122-020 Arrest Reports- Drunk in
Public, Crime/Miscellaneous Reports: Misdemeanors,
Infractions, Traffic Collisions/Non-Fatal Accidents,
Incidents, Marijuana Less Than 28.5 Grams, Crime
Reports: Misdemeanors, Crime Reports:"Detention Only"
Retainable Arrests or Retainable Misdemeanor Arrests
Retainable Misdemeanors reduced to non-retainable
Offenses, Crime Reports: Domestic Violence &Abuse of
Elder or a Dependent Adult, Crime Reports: Felonies—
Except Homicide, Juvenile, Child Abuse, Sexual
Assault(Inconclusive), Crime Reports: Felony Crimes
With or Without Arrests, Crime Reports-Crimes 2008 18 D-2025 Punishable by Less than 8 Years in State Prison, Crime
Reports: Stolen Vehicles, No Convictions, Crimes-
Misdemeanor or Infraction, Miscellaneous Reports: Lost
and Found Records, Miscellaneous Reports: Bodies—
Natural Death, Miscellaneous Reports: Mental Cases
(Except Multiple Entry and Last Entry is Less Than 2
years), Miscellaneous Reports: Mental Cases(With 72-
Hour Holds), Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports(Cleared), Miscellaneous
Reports: Vehicles, Stored or impounded, Non-Criminal
Occurrence Reports (Unless Specified Elsewhere in this
Schedule), Reports
2008-11-021 —2008-131-020 Arrest Reports- Drunk in
Public, Crime/Miscellaneous Reports: Misdemeanors,
Infractions, Traffic Collisions/Non-Fatal Accidents,
Incidents, Marijuana Less Than 28.5 Grams, Crime
Reports: Misdemeanors, Crime Reports: "Detention Only" 2008 19 D-2025 Retainable Arrests or Retainable Misdemeanor Arrests
Retainable Misdemeanors reduced to non-retainable
Offenses, Crime Reports: Domestic Violence &Abuse of
Elder or a Dependent Adult, Crime Reports: Felonies—
Except Homicide, Juvenile, Child Abuse, Sexual

Completed by:Alexa Merritt

ti

Assault(Inconclusive), Crime Reports: Felony Crimes
With or Without Arrests, Crime Reports- Crimes
Punishable by Less than 8 Years in State Prison, Crime
Reports: Stolen Vehicles, No Convictions, Crimes-
Misdemeanor or Infraction, Miscellaneous Reports: Lost
and Found Records, Miscellaneous Reports: Bodies—
Natural Death, Miscellaneous Reports: Mental Cases
(Except Multiple Entry and Last Entry is Less Than 2
years), Miscellaneous Reports: Mental Cases(With 72-
Hour Holds), Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports(Cleared), Miscellaneous
Reports: Vehicles, Stored or impounded, Non-Criminal
Occurrence Reports(Unless Specified Elsewhere in this
Schedule), Reports
2008-068-031 —2008-074-040 Arrest Reports- Drunk in
Public, Crime/Miscellaneous Reports: Misdemeanors,
Infractions, Traffic Collisions/Non-Fatal Accidents,
Incidents, Marijuana Less Than 28.5 Grams, Crime
Reports: Misdemeanors, Crime Reports: "Detention Only"
Retainable Arrests or Retainable Misdemeanor Arrests
Retainable Misdemeanors reduced to non-retainable
Offenses, Crime Reports: Domestic Violence&Abuse of
Elder or a Dependent Adult, Crime Reports: Felonies—
Except Homicide, Juvenile, Child Abuse, Sexual
Assault(Inconclusive), Crime Reports: Felony Crimes
With or Without Arrests, Crime Reports-Crimes 2008 20 D-2025 Punishable by Less than 8 Years in State Prison, Crime
Reports: Stolen Vehicles, No Convictions, Crimes-
Misdemeanor or Infraction, Miscellaneous Reports: Lost
and Found Records, Miscellaneous Reports: Bodies—
Natural Death, Miscellaneous Reports: Mental Cases
(Except Multiple Entry and Last Entry is Less Than 2
years), Miscellaneous Reports: Mental Cases(With 72-
Hour Holds), Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports(Cleared), Miscellaneous
Reports: Vehicles, Stored or impounded, Non-Criminal
Occurrence Reports(Unless Specified Elsewhere in this
Schedule), Reports
2022 Traffic and Parking Citations 2022 21 D-2025 1999—2010 Miscellaneous Reports: Missing Person &
Runaway Juvenile Reports(Cleared), Miscellaneous 1999—2010 22 D-2025 Reports: Vehicles, Stored or impounded, Stolen Vehicles (cleared)

Completed by:Alexa Merritt

����°F °p`q� cITFUP LAND
cr. . ]��/�: J/L//1 y �/'� "The City of Gracious Living" �lrFOR�i� S v�/, �`C`/
DATE: May 12,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,POLICE CHIEF

LON TEAGUE, CAPTAIN
SUBJECT: CONSIDER APPROVAL OF AN AGREEMENT WITH PALADIN DRONES FOR THE

PURCHASE OF FIRST RESPONDER DRONES
RECOMMENDED ACTION:

It is recommended that the City Council approve an agreement with Paladin Drones Inc. for the procurement of the First Responder Paladin Drones system for the total amount of$335,800 for a five-year contract; and authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed action supports the City's goal of providing efficient and effective police services to the citizens of Upland.

BACKGROUND
In today's rapidly evolving landscape it is crucial for the City to adopt technologies that not only enhance our capabilities but also ensure reliability and transparency.Drones have proven to be valuable assets in enhancing police operations and bolstering public safety.Their ability to offer real-time surveillance,collect vital evidence,and access inaccessible areas makes them invaluable tools in combating crime.

Drone as First Responder boasts numerous advantages,including decreased response time and heightened safety for both law enforcement and officers and communities.When a 911 call is received,a trained police officer can deploy a drone to the emergency site while patrol cars are enroute,ensuring swift and efficient response even before officers arrive on the scene.

ISSUES AND ANALYSIS
After extensive research and consideration, Paladin emerged as the clear choice for the police department. Staff researched several other companies such as DroneSense,Flock,and Flying Lion.Paladin was the only company who provided all the resources in a single company, single cost solution. DroneSense and Flock have an extensive DFR program, but they use radio technology and require additional personnel to visually observe the drones in flight.

Having additional personnel just to observe the drones in flight would significantly increase the cost of the program.

Paladin's pioneering work with LTE-connected drones was a major factor in our decision. Their EXT module allows our drones to connect via 4G/5G LTE cellular service, significantly improving range and enabling remote and autonomous operations.This capability is crucial for enhancing our response times and operational efficiency.

Support and training are vital components of successful technology integration. Paladin excels here by offering unlimited implementation and support at no additional cost. Their team includes former public safety professionals who understand our unique challenges,providing us with relevant and effective training.

Protecting our investment is also a top priority, and Paladin's comprehensive warranty and maintenance agreement ensures any issues are resolved quickly and without hidden costs. This financial predictability allows us to focus on our primary mission of keeping the community safe.

Additionally,Paladin offers an all-in-one integrated solution,bundling hardware,software,support,training,and FAA approvals into a single package, This streamlines our operations, reducing the complexity of managing multiple vendors and systems.

Paladin's exclusive focus on local government first responders ensures that their technology is tailored specifically to our needs.This specialization means that every feature and tool they develop is directly relevant to the challenges we face daily.Their commitment to advancing DFR-Drones as First Responders-capabilities is particularly exciting.The ability to deploy drones autonomously within 90 seconds to any location in our jurisdiction could revolutionize our response efforts,where every second counts.

Conversations with current Paladin clients confirmed the company's strong customer service and responsiveness.

Agencies consistently praised their commitment to quickly resolving issues and supporting long-term success.

Paladin also brings extensive expertise in handling FAA Certificate of Authorizations and Beyond Visual Line Of Sight waivers ensures that we remain compliant and operationally efficient. Their strong relationship with the FAA facilitates smooth and timely approvals,even in complex airspaces.

Per Purchasing Policy 11.3 Sole Source Procurement, Paladin Drones, Inc. is the only provider offering a complete LTE-connected drone solution tailored for law enforcement. Their innovative technology, comprehensive support, and public safety expertise make them the ideal partner for advancing our department's mission.

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

FISCAL IMPACTS
The total five-year contract amount is $335,800 with the payment made upfront. For Fiscal Year 2024-25 there are available funds to cover the month of June in COPS Machinery and Equipment Account No.2163201-5530($3,930) and Police Patrol Contract Services Account No. 1013211-5253 ($1,667).

The balance of annual payments in future years will be recorded as a prepaid item and expensed in the appropriate fiscal year for the remainder of the contract.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

PALADIN ORDER FORM

1. Parties: This Agreement("Agreement") is entered into on 05/30/2025 ("Effective Date"), by and between Paladin Drones, Inc., a Delaware corporation having its principal place of business at 11241 Richmond Ave, Ste E102, Houston, TX 77082 (hereinafter, "Paladin") and City of Upland, CA with an address of 1499 W 13th St, Upland, CA 91786 (hereinafter, "Customer"); and collectively the "Parties."

2. Consideration. WHEREAS Customer agrees to pay the amount listed under Exhibit A of this Order Form; AND WHEREAS, Paladin agrees to provide drone services and equipment; THEREFORE, for good and valuable consideration, the sufficiency of which are hereby acknowledged, Customer and Paladin agree as follows:

3. Definitions. All definitions under this contract are subject to the definitions listed under the attached Terms and Conditions (hereinafter, "Exhibit B").

4. Incorporation of Exhibit. This Agreement includes Paladin Quote (i.e., Exhibit A), Paladin Terms & Conditions (i.e., Exhibit B), and Additional Terms and Conditions (i.e., Exhibit C).

5. Superseding Clause of Exhibits. Paladin Terms and Conditions (i.e., Exhibit B), is superseded by Additional Terms and Conditions (i.e., Exhibit C).

Initial Effective Date: 05/30/2025 Billing Frequency: Upfront Final Term End Date: 05/30/2030 Payment Terms: Net 30 Pricing Package: Premium DFR days Price: See Exhibit A

6. Services. As part of the Onboarding Services, Paladin will provide Implementation Services.

Subject to the terms described infra, Paladin will grant Customer access to the Watchtower software, and provide Support Services during an Active Term. The same will be offered with each Renewal Term.

7. Fees. Paladin will charge Customer a recurring Annual Subscription Fee in accordance with this Agreement. Paladin's offered Price (see Exhibit A) is only available for sixty days (60) from the date of the offer. The Subscription Fee has a minimum term of one (1)year from the date set forth in Exhibit B. Renewal Terms will begin on the date of the Renewal Agreement. Customer understands that additional drones can only be added at the beginning of a Term. Upon full payment of any Term, Customer will own the Drone free and clear of any lien or interest by Paladin.

8. Implementation Services. During any Active Term, Customer is granted Implementation Services at any time during an Active Term, which include but are not limited to customized Customer support, training, and Onboarding Services (see Exhibit B Sec. 1 for details).

9. Billing. Unless otherwise provided in Exhibit C, all Fees will be due and payable in advance on the terms indicated herein, and each invoice will be emailed to the Customer's billing contact indicated below. Customer accepts an emailed invoice as an actual invoice and will not require a written invoice as a condition for payment.

10. Renewal Term. The Agreement is subject to renewal on the terms set forth in Exhibit B. The Pricing Package applicable for each Renewal Term will be determined based on the aggregate amount of Customer Selected Applications at the time of renewal. Exhibit A's pricing offer is only available for sixty (60) days from the date of the offer. See specific pricing in Exhibit A.

The Customer understands that they may add additional Drone(s)throughout any term and that Adding a Drone will dissolve the remainder of the Active Term and start a Renewal Term from the date of the renewal Agreement's respective Exhibit B.

11. Termination. The Agreement is subject to early termination on the terms set forth in Exhibit B.

12. Time of the Essence. Time is of the essence in the performance of Parties' obligations herein.

13. Entire Agreement. By executing this Agreement, each party agrees to be bound by its terms, and the Incorporated Documents, collectively the "Agreement." This Agreement contains the entire agreement among the Parties, and no oral statements or prior written matters not specifically incorporated herein shall be of any force and effect. No variation, modification or changes hereof shall be binding on either party hereto,unless set forth in a document executed by the Parties contemporaneously with this Agreement. If there is a conflict between this Agreement and any terms contained in any proposal, invoice or other agreement between Paladin and Customer,the terms of this Agreement shall control, but shall be superseded only by terms in Exhibit C, which shall be Customer's additional terms.

14. Intellectual Property. Except for the limited rights and licenses expressly granted to Customer under the Agreement, nothing in the Agreement grants to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Paladin IP.

15. Important Disclaimers & Limitations. EXCEPT FOR THE WARRANTIES SET FORTH IN THE TERMS & CONDITIONS, PALADIN IP IS PROVIDED "AS IS," AND PALADIN

DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR

OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND

ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW,

THE PARTIES' LIABILITIES UNDER THE AGREEMENT ARE LIMITED AS SET

FORTH IN THE TERMS & CONDITIONS.

16. Notices. Any Notice delivered under the Agreement will be delivered to the address below each parry's signature below.

17.Authority to Execute Agreement.Each of the undersigned represents that they are authorized to(1) execute and deliver this Order Form on behalf of their respective party and(2)bind their respective party to the terms of the Agreement. This Paladin Order Form and any other documents executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same Agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means.

Any document delivered electronically and accepted is deemed to be "in writing" to the same extent and with the same effect as if the document had been signed manually. (Signature page follows)

IN WITNESS WHEREOF,the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.

PALADIN DRONES INC.

By:

Name:Divy Shrivastava
Title: CEO

CITY OF UPLAND,CALIFORNIA
By:

Name:

Title:

The terms and conditions of this Agreement govern all transactions contemplated by this Agreement, including all orders by Customer.Any proposed purchase order and/or other document submitted by Customer is null and void.

Exhibit A

PALADIN QUOTE
[See attached.]

PALADIN
Upland Police Dept, CA
Upland Police Dept, CA Reference: 20250331-112025281 1499 W 13th St Quote created: March 31, 2025 Upland, CA 91786 Quote expires:June 29, 2025 US Quote created by: Stevan Georgevich
Account Executive
[email protected]
Lon Teague +12246120144
[email protected]
909 946-7624 ext. 3340
Steven Wyno
[email protected]
+19099467624 ext 2609
Comments from Stevan Georgevich
The referenced Quote provides an all-inclusive pricing package with an annual subscription fee for a five (5) year term.

The total contract value will be paid upfront for the five (5)year term.

Products & Services
Item &Description Quantity Unit Price Total Premium DFR Package (VO Model) 1 $37,000.00 $34,040.00/year The Premium DFR Package is an all-inclusive base annual /year after 8%discount subscription fee which includes: for 5 years • One(1)EXT Module,connectivity for one(1)drone(sold separately)to Watchtower Software
• One(1)Paladin ADS-B Receiver system
• Watchtower Software with Unlimited Users
• FAA and BVLOS(Visual Observer Model)Compliance
review, set-up, and renewal
• Implementation, Unlimited Training&Customer
Support
• Unlimited Data Storage
• Unlimited maintenance, repairs, and annual battery replacements
• Connectivity for up to three (3) Livestream Drones This Package also provides access to Paladin's dealer dis- counted One-Time Purchases on equipment. This system
is compatible with the Paladin Drop Mechanism with se-
lect drones.

Add-On Drone (Premium DFR) 1 $12,000.00 $11,040.00 /year The Add-On Drone is an all-inclusive annual subscription /year after 8%discount fee which includes: for 5 years
• One(1)EXT Module and connectivity for one(1)drone
(sold separately)to Watchtower Software under the
Premium DFR Package
This add-on connectivity includes unlimited maintenance, repairs, and replacements as well as annual battery re- placements when the drone or batteries are purchased
through Paladin.

Item & Description Quantity Unit Price Total Add-On Docking Station (Premium DFR) 2 $12,000.00 $22,080.00 / year The Add-On Docking Station is an all-inclusive annual sub- /year after 8%discount scription fee which includes the integration and connectiv- for 5 years ity for:
• One (1) Docking Station (sold separately) to Watchtower Software under the Premium DFR Package
This add-on connectivity includes unlimited maintenance & repairs and replacements on the Docking Station.

DJI Dock 3 Set(+M4TD) 2 $24,000.00 $0.00 DJI Dock 3 Set which includes: after 100%discount • DJI M4TD(x1)
• DJI Dock 3(x1)
• Matrice 4 Batteries(x4)
• RC Plus Controller(x1)
• 240 Watt Charging Hub (x1)
• Drone Carrying Case(x1)
• Replacement Propellers (x4)
Annual subtotal $67,160.00
after$5,840.00 discount
One-time subtotal $0.00
after$48,000.00 discount
Total $67,160.00
Total contract value $335,800.00
Purchase terms

Questions? Contact me
Stevan Georgevich
Account Executive
[email protected]
+12246120144
Paladin Drones, Inc.
10200 Richmond Ave
STE 272
Houston, Texas 77042
United States

Exhibit B
PALADIN Terms and Conditions
[See attached.]

EXHIBIT B
Paladin Terms and Conditions

PALADIN'S GENERAL TERMS & CONDITIONS
Please carefully read these General Terms and Conditions (hereinafter, "Terms & Conditions").

By executing the Order Form, the Customer agrees to be bound by these Terms.

1. Definitions and Provisions
Capitalized terms used in the "Agreement" have the meanings set forth in this section. "Active Term" means a term for which Customer has a current subscription for service from Paladin. Active Terms become "Inactive Terms" upon the completion of their specified period and may be partitioned by several Implementation Periods which are limited by the Term End Date (e.g., If the contract is for three years, the active term shall be the three years, and each year shall be an Implementation Period). "Add-Ons" means the addition of one or more Drone (e.g., M30, M30T, M350, etc.) and/or Drone with a Docking Station under the Advanced Package. "Advanced Package" means one of three Package types that includes a Paladin issued M30T Drone, or similar, fitted with an EXT Module and Docking Station. This package does not require Client to provide its own Drone. This is the top package and includes (1) Set-Up of FAA and BVLOS Compliance Documents; (2) In-Person Delivery, Implementation, and Onboarding; (3) Unlimited Training & Customer Support; and (4) Unlimited Users &online cloud storage. Upon payment of the initial Implementation Period Client will own the provided Drone, and EXT module, and Docking Station. At Client's option, it may renew its term and add Add-ons. The Watchtower software will serve the hardware.
"Aggregated Statistics" means data and information related to Customer's use of the Services that are used by Paladin in an aggregate and anonymized manner, including statistical and performance information related to the Services to improve its products and services.
"Agreement" means, collectively and to the extent applicable the Paladin Order Form, these Terms & Conditions (i.e., Exhibit B), Exhibit A, and Exhibit C, and any other Incorporated Documents.
"Application Obligations" means, collectively, Customer's debt, and other financial obligations relevant to the Application Services. "Application Services" means management and compliance software-as-a- service application. Generally, this refers to but is not limited to the Watchtower software.

These services are included during an Active Term.

"Appropriate Security Measures" means, collectively, commercially reasonable technical and physical controls and safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or unauthorized access by employees or contractors employed by Paladin.
"Authorized User" means any of Customer's employees, consultants, contractors, or agents who are authorized by Customer to access and use any of the Services.

Additionally, any user of the provided Software, and/or Equipment with the explicit, implicit, or tacit authorization of Customer.
"Confidential Information" means any information in any form related to the Agreement, disclosed by a party (the "Discloser"), or disclosed on behalf of such party by its affiliates or representatives, to another(the"Recipient"), including without limitation any trade secrets, technology, technical data, source code, object code, software, inventions, know-how, information that Discloser considers and treats as confidential, or that a reasonable person would believe is confidential based on the nature of the information.

Confidential Information does not include information that (i) at the time of disclosure, is available to the general public, (ii) becomes available to the general public through no fault of Recipient, (iii) is received by Recipient at any time from a third party without breach of a non-disclosure or confidentiality obligation to Discloser, (iv) is known to Recipient at the time of disclosure, as demonstrated by documentary evidence, (v) is developed independently by Recipient without access to any of Discloser's Confidential Information, or (vi) is approved for disclosure by prior written permission of Disclosure or a corporate officer, including without limitation pursuant to the terms of this Agreement. "Customer" means the person or entity purchasing the Services as identified in the Order Form.
"Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services.
"Customer Terms" means any terms or agreements provided by Customer and applicable to the Services but only to the extent such terms or agreements are expressly referenced and incorporated into the Order Form, and/or as contained in Exhibit C. For the avoidance of doubt, "Customer Terms" does not include any purchase order or similar document generated by Customer unless such document is expressly referenced and incorporated into the Order Form.
"Delivery Date" means the first day of delivery of the included equipment. "Delivery Point" means the location agreed by Parties to be where Customer shall receive their Equipment. If no designation is made then the default delivery point shall be the address listed on the Paladin Purchase Order for Customer. "Documentation" means any documents, FAA certification and the documents and processes required for the acquisition of such, training materials, information, directions, explanations, or material, concerning the Equipment and/or the Watchtower Products, whether produced by or for Paladin, for the use of the Equipment and/or Watchtower

Software, in whatever form, and including without limitation the Specifications. Including, Paladin's end user documentation and content, regardless of media, relating to the Services made available from time to time on Paladin's website at paladindrones.io. "Drone" means an unmanned aerial vehicle (UAVs), and refers to Select Drone(s) by Customer.
"Drone as a Service Fees" has the meaning set forth in Section 6 (Prices and Fees) of this Agreement.
"Effective Date" means the date that the Agreement designates in its Terms as "Effective Date". Refer to Exhibit A and C. If no Effective Date is designated by the Parties, then the default Effective Date is the date Client signed the Agreement (i.e., Paladin Purchase Order Form and Exhibit B).
"Equipment" means (1) EXT Module; (2) Select Drone; and/or(3) Docking Station. "Fee" means an amount owed for services pursuant to the Agreement. "Feedback" means any comments, questions, suggestions, or similar feedback transmitted in any manner to Paladin, including suggestions relating to features, functionality, or changes to the Paladin IP.
"Governing State" means the State of Delaware.
"Government Entity" means any unit of state or local government, including states, counties, cities, towns, villages, school districts, special purpose districts, and any other political or governmental subdivisions and municipal corporations, and any agency, authority, board, or instrumentality of any of the foregoing. "Implementation Period" for a twelve (12) month period, with each such period beginning, if applicable, on the Effective Date and on each anniversary of the Effective Date thereafter.
"Implementation Services" means the services provided to Customer during an Implementation Period (i.e., on an annual basis as limited by the Term End Date), including tailored Customer support, instructions, review of Application Obligations, and entry of relevant Customer Data.
"Inactive Term" means any period that is not an Active Term and usually follows the end of a subscription period when no renewal for service is made prior to the end of that Active Term.
"Incorporated Documents" means, collectively, Exhibit A, Exhibit B, Exhibit C. "Initial Term" means the term of the services beginning on the Effective Date and

ending on the term End Date, as established in the Paladin Order Form (see pg. 1, section 5).
"Intellectual Property Rights" means all intellectual property and proprietary rights anywhere in the world under the laws of any state, country, territory, and/or other jurisdiction, as may now exist or hereafter come into existence, whether statutory, common law, or otherwise, including without limitation any and all patent rights (including patent applications and disclosures), copyright rights, trade secret rights, moral rights, know-how, database rights, mask work rights, rights of publicity, Marks (whether registered or unregistered), and all goodwill relating to the foregoing and any and all applications therefore and registrations, renewals, and extensions thereof. "Mark" means any trademark, trade name, trade dress, service mark, corporate name, design, logo, device, domain name, and/or other indicator of the source or origin of any product or service. "Launch Package" means one of three Package types that includes a Paladin issued M30 Drone fitted with its EXT Module. This package does not require Client to provide its own Drone. This is the middle package and includes (1) Set-Up of FAA and BVLOS Compliance Documents; (2) In-Person Delivery, Implementation, and Onboarding; (3) Unlimited Training &Customer Support; and (4) Unlimited Users&online cloud storage.

At the end of the Agreement Term Client will own the provided Drone and EXT module and may at Client's option renew its term and Add-Ons. The Watchtower software will serve the hardware.
"Legal title" means unconditional ownership of a tangible asset. "Offer" means a conditional proposal made by a Party, which becomes legally binding if accepted by the offeree.
"Onboarding Services" means onboarding services, support, and training as required to make the Application Services available to the Customer during the service Term.
"Order Form" means (1) the order document executed and delivered by Paladin and Customer for the Initial Term or (2) to the extent applicable, any subsequent Order Form document executed and delivered by Paladin and Customer for any Renewal Term. "Package Type" means the selected package by Customer to facilitate its Drones.

Customer may select from the following packages: Turn-Key, Launch, or Advanced. "Paladin" means Paladin Drones Inc., d/b/a Paladin, a Delaware corporation, and its permitted successor and assigns.
"Paladin IP" means (1) the Services, Documentation, and Feedback, including all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property,whether or not patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any form and media, that are developed, generated or produced by Paladin arising from or related to the Services, Documentation, or Feedback; and (2) any

intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data.
"Paladin Order Form" means the document named Paladin Order Form, and incorporated into these terms herein by reference, and which when executed by both parties hereto, shall form a part of Party's Agreement and Parties agree to be subject to its terms. "Privacy Policy" means, collectively, Paladin's privacy policy and any similar data policies generally applicable to all users of the Application Services, in each case as posted to Paladin's website, in general, and as updated from time to time in accordance with their terms found at https://paladindrones.io/privacy-policy/ . "Provided Software" means any software which Paladin has made available by any means to Customer. Generally this refers to but is not limited to the Watchtower software.
"Regular Use" means in accordance with the terms of this Agreement, autonomous flight and manual control of the drone through Paladin's Watchtower Software "Renewal Agreement" means an Agreement that follows or extends a former Agreement for the purpose of extending or maintaining a service with Paladin. "Renewal Term" means any Active Term that is renewed subject to the terms of an Agreement, or Renewal Agreement but prior to becoming an Inactive Term. "Section number (#)" means any section within this document that is referenced to with its section number and/or subsection (e.g., where a section refers to section 3, then this means that the terms in section 3 are to be read to have been replicated in that referencing section).
"Services" means, collectively, the Application Services, the Onboarding Services, the Implementation Services, and the Support Services.
"Select Drones" means Drones that are offered based on the selected Package Type. Not all Drones are available for each package.
"Specifications" means those standards by which the Equipment and Watchtower Products must be operated, as set forth in Schedule C attached hereto and incorporated herein by reference.
"Support Services" means the general maintenance services and technical support provided in connection with the Application.
"Term" means, collectively, the Initial Term and, if applicable, each successive Renewal Term.
"Final Term End Date" means, the date no Renewal Term or Implementation Period shall proceed the last Active Term and the Services will terminate. "Turn-Key Package" means one of three Package types that allows Customer to

bring their own Drone that is compatible with Paladin's EXT Module. This package is serviced by Paladin's Watchtower Software. This is the basic package and includes (1) Set-Up of FAA and BVLOS Compliance Documents; (2) In-Person Delivery, Implementation, and Onboarding; (3) Unlimited Training & Customer Support; and (4) Unlimited Users & online cloud storage.
"Unlimited Warranty" means during the life of the contract Paladin will repair, or replace, any provided equipment that is acquired under either the Launch Package and Advanced Package. These warranties are applicable only when Customer has used products in accordance with the terms of this agreement. "User-error" means, while any Select Drone is being operated by a Pilot in Command (PIC) the Drone sustains damage as a result of the PIC's direct control. "Usage Policy" means, collectively, Paladin's acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to Paladin's website and as updated from time to time in accordance with its terms. "Watchtower Products" means the Watchtower Software.
"Watchtower Software" means the primary software licensed to allow users to interface with Select Drone(s), commission flight, develop, retain, and store data and reports for Parties analysis, view the live stream, and send commands to the drone during active situations.
"Website" means the websites of Paladin Drones, Inc., the primary web page URL of which is https://paladindrones.io/ .

2. Access and Use.
a. Provision of Access. Subject to the terms and conditions of the Agreement, Paladin grants Customer and Customer's Authorized Users a non-exclusive, non- transferable (except as permitted by this Agreement) right to access and use the Application Services during the Term, solely for Customer's internal use and for the Authorized Users' use in accordance with the Agreement. Paladin will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Services. Paladin agrees to provide instructions to the Customer, employees, agents, and related entities bound under the Agreement, to maintain the airworthiness of its drone(s) so that it is in a condition that is ready for service. Paladin will instruct Customer how to maintain all proper licensing and registration for itself and the drones so that they can legally be used for Customer's purposes when called upon. b. Documentation License. Subject to the terms and conditions of the Agreement, Paladin grants to Customer and Customer's Authorized Users a non-exclusive, non-sublicensable, non-transferable (except as permitted by these Terms) license to use the Documentation during the Term solely for Customer's and its Authorized User's internal business purposes. Paladin does not exercise any control over the Drone or equipment

when it is in flight and Customer while using any features in the Documentation is the sole operator controlling the Drone, and or equipment.
c. Customer Responsibilities. Customer is responsible and solely liable for its Authorized Users' access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. Customer must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents.
d. Use Restrictions. Customer may not at any time, directly or indirectly through any Authorized User, access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (2)sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. During the Term hereof, Customer shall not use the Equipment, Watchtower Products, and/or Documentation for any purposes except as set forth in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Watchtower Products and/or Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Watchtower Products and/or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Watchtower Products and/or Documentation, in whole or in part; (iv) reverse engineer, disassemble, or gain access to the interior components of the Watchtower Products and/or Documentation; (v) remove any proprietary notices from the Watchtower Products and/or Documentation; or (vi) use the Watchtower Products and/or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or entity, or that violates any applicable law. The Customer is responsible and liable for all uses of the Watchtower Products and/or Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.
e. Protection of Equipment Trade Secrets. Customer acknowledges and agrees that the design, construction, and internal components, and other elements, of the Equipment provided under this Agreement are Confidential Information (and may include valuable trade secrets) and, as such, is protected under the terms of this Agreement. Customer agrees that any Disclosure of such would cause Paladin irreparable injury and damage without a need to prove the same. To ensure the protection of such information, Customer acknowledges its duty to implement reasonable precautions not to— open or disassemble the Equipment, nor any piece or component thereof, nor to otherwise investigate the internal components and operations of any of the Equipment. Customer agrees to use reasonable precautions to protect the Equipment from theft, inspection, investigation, discovery of the Equipment's components, design, construction, and/or other

elements, and any unauthorized use.
f. Suspension. Notwithstanding anything to the contrary in the Agreement, Paladin may temporarily suspend Customer's and any Authorized User's access to any or all the Services if:
(1) Customer is more than 45 days late in satisfying: All Application Obligations; Fees then due, or in accordance with, the terms of the Agreement. (2) Paladin reasonably determines that:
(A) there is a threat or attack on any of the Paladin IP; (B) Customer's or any Authorized User's use of the Paladin IP disrupts or poses a security risk to the Paladin IP or to any other customer or vendor of Paladin;
(C) Customer, or any Authorized User, is using the Paladin IP for fraudulent or illegal activities; or
(D) Paladin's provision of the Services to Customer or any Authorized User is prohibited by applicable law.
(3) Any vendor of Paladin has suspended or terminated Paladin's access to or use of any third-party services or products required to enable Customer to access the Services (i.e., "Service Suspension"). Paladin will use commercially reasonable efforts to—
(i) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Paladin is not liable for any damage, losses, or any other consequences that Customer or any Authorized User may incur because of a Service Suspension. g. Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, Paladin may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Paladin and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Paladin. Paladin may compile Aggregated Statistics based on Customer Data input into the Services. Paladin may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, Paladin's use of any Aggregated Statistics does not identify the Customer or disclose Customer's Confidential Information.

3. Service Levels and Support. Subject to the terms and conditions of the Agreement, Paladin will use commercially reasonable efforts to make the Application Services and Support Services available. Paladin will assist Customer in applying for FAA BVLOS waivers and instruct Customer to operate equipment in a legal manner. Paladin will start with one deployment location at a time and continue progressively until the agreed upon number of deployment locations for all UAS. In an effort to aid in Paladin's BVLOS process,

Paladin will provide training materials to the Customer which may enable it to self certify employees as Visual Observers (VOs). Paladin will provide training to officers on how to access and utilize the Paladin Watchtower in a "train the trainer" model.

Paladin will teach Customer how to dispatch the Hardware using the Software to emergency calls. Customer warrants that only personnel authorized by Customer may have access to the Live Stream from the drone. Customer will be taught on how to use Paladin's software to view and stream on any compatible internet-connected device.

Paladin will apply for Certificates of Authorization (i.e., "COA") from the FAA on behalf of Customer and provide related training. Customer understands that Paladin will not provide FAA, Part 107, training. Customer agrees that only Authorized personnel who have undertaken training from Paladin may have access to the Paladin Watchtower software, which can convey the status of the drone, and how to tell the drone to conduct additional maneuvers if needed. All operations will be conducted by a Pilot in Command (PIC), who may be an FAA-certified pilot, and have manual override control of the drone to prevent malfunctions. Customer will provide the PICs needed to sustain this program.

Paladin's training shall consist of: :

1. Showing how to access Watchtower on their respective internet devices.

2. Showing how to view a live stream through the application.

3. Showing how to control the drone using the application.

4. Showing how to report problems if they come across them on the application.

5. After the initial training, and upon the written request of the Customer, Paladin will schedule a training course for new hires and to aid in maintaining Customer's FAA compliance.
a. Paladin will provide training for the Customer to use the Equipment. This training will consist of:

1. Going over the maintenance list for the drone, and how to maintain airworthiness.

2. Teaching how to fly the drone autonomously using Watchtower.

3. Teaching how to fly the drone manually using the remote control.

4. Teaching how to fly the drone via LTE.

5. Teaching how to attach, detach, activate, deactivate, the LTE module that attaches to the drone and gives it LTE capabilities.

4. Fees and Payment.
a. Fees. Customer will pay Paladin the fees ("Fees")set forth in the Order Form.

Paladin will invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in the Agreement (e.g., Exhibit A). Customer must pay all Fees in US dollars, and all Fees are fully earned once paid. To the extent permitted by applicable law, if Customer fails to make any payment when due, Paladin may, without limiting any of its other rights, after a five (5) day grace period, charge interest on the past due amount at the lowest of (1) the rate of 5% per month, (2) the rate established in Exhibit C, or (3) the maximum rate permitted under applicable law. Customer agrees to reimburse Paladin for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees.

b. NET 30: PAYMENT IS DUE WITHIN 30 DAYS OF THE PALADIN ORDER FORM'S EFFECTIVE DATE. The set-up process for all services and software begins upon receipt of the (1) signed Agreement (e.g., Paladin Purchase Order) and (2) the receipt of payment. If applicable, payment must include any Add-On(s) (i.e., physical equipment) purchased by Customer. Refunds are strictly waived by Client and agree that all sales are final. Client has the option to upgrade a Package Type at the end of any 12 month term, during an Active Term. If an upgrade is requested Parties must resign a new Agreement (i.e., Paladin Order Form). Payment is due according to the terms of the Agreement every 12 months from the Effective Date.
c. Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Unless Customer is exempt from making any such payment under applicable law or regulation, Customer is responsible for all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on Paladin's income. If Customer is a non-government entity, the Agreement Price (e.g., Exhibit A and C) will designate the total tax owed. Client agrees to be solely responsible for any tax obligations relating to its purchase, and if any errors are discovered or later calculated, Client agrees to cure any tax obligations as soon as practicable.

5. Equipment Provided to Customer
a. Conditional Ownership. Paladin offers to sell to Customer a service Package Type. Based on the selection made by Customer, Paladin shall grant an (1) EXT Module; (2) Select unmanned Drone; and/or (3) Docking Station. In the event Customer selects Add-Ons, they will be granted by Paladin and Legal Title shall pass to the Customer upon full payment of the Initial Term.
b. Pricing: Paladin's Order Form shall designate the offered price for services described in its Exhibit A (i.e., part of its Incorporated Documents). c. Batteries: Each year, as specified in the Paladin Order Form, Customer shall be entitled to a designated number of batteries compatible with their Drone. These batteries are included at no additional charge; however, customer shall have the option to purchase extra batteries.
d. Repairs: Paladin warranties the repairs of Equipment it provides to the Customer, so long as the Equipment's use was in accordance with this Agreement, and in the event of Equipment damage, such damage is not caused by a 3rd party regardless of if the act was intentional or accidental, or Client's user-error and/or negligence. Autonomous flight in accordance with the proper use of the Watchtower software even if resulting in Equipment damage will be replaced at no cost to Client. e. Delivery. Paladin shall make the Equipment available to Customer at Customer's address set forth in the Paladin Order Form. Transportation and use of the Equipment after delivery at the Delivery Point, shall be entirely at Customer's own risk and expense. If Customer disassembles the Equipment to facilitate transportation, Paladin shall bear no responsibility for reassembly of the Equipment or any related defects. If for any reason Customer fails to accept delivery of the Equipment by the date fixed in the

Agreement or pursuant to Paladin's notice that the Equipment is available at the Delivery Point, or if Paladin is unable to make the Equipment available at the Delivery Point within a reasonable time after the Delivery Date owing to any act or omission of Customer or its representatives, including without limitation the failure to provide appropriate access to Delivery point, facilitation to access Delivery point, instructions, documents, licenses, access, clearance and/or authorizations: (i) Customer shall bear the risk of loss to the Equipment; (ii)the Equipment shall be deemed to have been delivered; and (iii) Paladin, at its option, may store the Equipment until collected by Customer,whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

6. Loss And Damage Of Equipment
a. Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of equipment, from any cause. LOSS OR DAMAGE TO THE

EQUIPMENT, OR ANY PART OF IT, SHALL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THIS AGREEMENT. The customer's obligations with respect to the aforementioned shall commence upon delivery of the equipment.
b. Customer agrees to immediately notify Paladin of any accident or event of loss or damage involving the Equipment. The notification shall include any information as may be pertinent to Paladin's investigation of such accident, loss, or damage, or which Customer may reasonably require.
c. Subject to Section 2 supra and in accordance with the terms in Section 9, infra, Paladin offers repairs and replacements to Customer's equipment that was purchased from Paladin and at the time of equipment failure had an Active Term under the Launch package or Advanced package.

7. Confidential Information
a. During any Active Term, either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") information about the Disclosing Party's business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked, designated, or otherwise identified as "confidential", or which a reasonable person would understand to be confidential or proprietary under the circumstances (collectively, "Confidential Information"). Paladin's Confidential information includes the Paladin IP and the Application Services source code and specifications. As used in the Agreement, "Confidential Information"expressly excludes any information that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (4) independently developed by the Receiving Party.
b. To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party's Confidential Information in strict confidence and may not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees, officers, directors, agents, subcontractors, financial advisors, and

attorneys who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement or otherwise in connection with the Paladin's Services and internal operations. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must first give written notice to the other party; or(2)to establish a party's rights under the Agreement, including to make required court filings. c. On the expiration or termination of the Agreement, the Receiving Party must promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information, or destroy all such copies and, on the Disclosing Party's request, certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

Notwithstanding anything to the contrary in section seven (7), Paladin may store, collect, analyze, and make unrestricted use of any data on its platform for the improvement of its services, customer support, and in accordance with meeting its obligations under this Agreement and under section eight (8)(b).
d. Each party's obligations under this Section are effective as of the Effective Date and will expire three years from the Effective date of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement indefinitely. e. Notwithstanding anything in Section seven (7) to the contrary, if Customer is a Government Entity, then Paladin expressly agrees and understands that Customer's obligations under this Section are subject in all respects to, and only enforceable to the extent permitted by, the public records laws, policies, and regulations of the Governing State.
f. Mutual Restrictions. Recipient shall use Discloser's Confidential Information only for the purposes of this Agreement (the "Purpose"). Except as permitted in this Agreement, Recipient shall not disclose to any third party any of Discloser's Confidential Information that is obtained directly or indirectly from Discloser or its affiliates or representatives. Recipient may only disclose the Confidential Information of Discloser to its representatives who are required to have it to further the Parties' purpose and/or obligations herein. Recipient must inform any such representative of the confidential nature of the information and cause the representative to comply with the terms of this Agreement as if it were the Recipient, and Recipient will be liable for any breach of this Agreement by any such representative, agent, or delegatee. Recipient will exercise the highest degree of care toward the Confidential Information. Recipient agrees to take all reasonable steps to protect the secrecy of, and avoid disclosure or use of, the Discloser's Confidential Information in order to prevent it from falling into the public domain or possession of unauthorized persons. Recipient agrees to immediately notify Discloser in writing of any use and/or disclosure in violation of this Agreement. Each party, however, may disclose Confidential Information of the other pursuant to the order or requirement of a court, federal agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement. Recipient agrees and

acknowledges that any such breach or threatened breach of these terms of confidentiality may cause irreparable injury to Discloser so that, in addition to any other remedies available, Discloser may seek injunctive relief against the threatened or actual breach.

Without limiting the generality of the foregoing, Customer shall continue to protect the Confidential Information of Paladin in perpetuity, as it relates to trade secrets contained in the Equipment and/or Watchtower Products.

8. Intellectual Property
a. Paladin IP. As between Customer and Paladin, Paladin owns all Paladin IP:
rights, title, and interest.
b. Customer Data. As between Parties, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Paladin a non-exclusive, royalty-free, worldwide license to reproduce, distribute, sublicense, modify, prepare derivative works based on, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for Paladin to improve its Services and provide the Services to Customer.
c. Customer acknowledges and agrees that Paladin and its licensors and suppliers retain and own all rights, legal title, and interests in and to all Intellectual Property Rights therein of the following: (i) the Paladin Website, Watchtower Products, Watchtower Software, Watchtower Website Portal, Paladin Services, and any and all other services and products related thereto; (ii)the components and any and all other materials, content, data and/or information provided and/or made available by Watchtower in connection with any of the foregoing (but excluding content and/or data provided exclusively by Customer and Equipment purchased by Customer); all know-how and proprietary design and configuration of the Equipment; and (iii) any and all configurations, derivative works, developments, modifications, adaptations, changes, alterations, edits, conversions, improvements and/or the like made to, arising out of, and/or resulting from any of the foregoing. All rights not expressly granted under this Agreement, are reserved to Paladin and its licensors and suppliers, and there are no implied rights. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel, or otherwise, a right or license to any party's Intellectual Property Rights or proprietary technology other than in strict accordance with the terms of this Agreement. Customers, its Authorized Users, and all other Users acknowledge and agree that Paladin and its licensors, suppliers, vendors, and/or its third party vendors shall own all right, title, and interest in and to all Intellectual Property Rights in and to any suggestions, enhancement requests, feedback, or recommendations provided by Customers, Authorized Users, and/or all other Users relating to the Watchtower Products, and Paladin Services, without any limitations, restrictions, and/or requirement of compensation, including without limitation all unpatented inventions, patent applications, patents, design rights, copyrights, Marks, know-how, and other trade secret rights, and all other Intellectual Property Rights, derivatives or improvements thereof.
d. Effect of Termination. Without limiting either party's obligations this Agreement, Paladin, at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services for up to 60 days after the termination of the

Agreement to permit Customer to retrieve its Customer Data and (2) use commercially reasonable efforts to assist Customer, at Customer's request, with such retrieval. After such a period, Paladin may destroy any Customer Data in accordance with Paladin's data retention policies.

9. Warranties & Disclaimers.
a. When Customer is engaging in Regular Use through the Watchtower Software, Paladin shall: (A) provide all three packages (i.e., Turn-key, Launch, and Advanced) unlimited updates and repairs of their EXT Module and Watchtower software during any Active Term; (B) provide unlimited repairs to the M30T drone and provide replacement parts and related instructions for any wear and tear on propellers and batteries; and (C) provide to Customers who selected the Advanced Package unlimited repairs to their Docking station. b. Notwithstanding the aforementioned, no maintenance or repairs shall be provided in the event of non-regular use, intentional damage, third-party damage, or when Paladin's insurance provider(s) for any reason declines to cover the claim. However, despite the aforementioned, Paladine will reserve the discretion to make repairs despite noncoverage.
c. Functionality& Service Levels. During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation. Paladin does not make any representation, warranty, or guarantee regarding availability of the Application Services.
d. Paladin warrants upon delivery, that at a minimum, all drones are maintained and operated in material accordance with:

1. All applicable manuals inclusive but not limited to the manufacturers and operators' maintenance manuals;

2. Mandatory Advisory Circulars or other Airworthiness Directives issued by the FAA;

3. The manufacturer's airworthiness limitations;

4. Manufacturer or FAA mandated inspection schedules, overhaul schedules, and calendar retirement dates; and

5. Service Bulletins.
e. Customer Warrants and is solely responsible for ensuring that all crew, including pilot in command, visual observer, sensor or payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses, and certificates required by applicable Federal Aviation Administration regulations and that all have the necessary skill required to perform their duties. f. IN ORDER TO BE IN COMPLIANCE WITH THIS AGREEMENT'S TERMS OF USE, CUSTOMER MUST:
i. PER FAA REGULATIONS, A MINIMUM OF ONE PILOT IS REQUIRED TO OPERATE EACH DRONE.
ii. WORK WITH PALADIN TO GET BVLOS WAIVERS FOR THE CUSTOMER TO FULLY USE PALADIN'S PRODUCT AND SERVICES.

iii. TRAIN CUSTOMER TO BE VO'S SO THAT THE CUSTOMER CAN HAVE FAA-COMPLIANT AND SAFE BVLOS OPERATIONS.
iv. IF CUSTOMER CONNECTS PALADIN'S SOFTWARE TO THEIR

COMPUTER AIDED DISPATCH (CAD) SYSTEM OR THIRD PARTY
INTEGRATION SOFTWARE (i.e., NON-PALADIN APPLICATION PROGRAM INTERFACE "API"), PALADIN SHALL NOT BE LIABLE FOR

ANY RELATED COSTS AND CUSTOMER WILL PROVIDE ACCESS
TO SAID CAD SYSTEM OR API. PALADIN SHALL NOT BE LIABLE

FOR ANY RELATED COSTS AND CUSTOMER WILL PROVIDE

ACCESS AT NO COST TO PALADIN AND FURTHER GRANTS A

LICENSE TO PALADIN TO USE ANY CONNECTED API OR CAD

SYSTEM TO RETRIEVE LATITUDE, LONGITUDE, AND OTHER INFORMATION ABOUT 911 CALLS AS THEY ARE PLACED.
v. PALADIN WILL PROVIDE THEIR WATCHTOWER INTERFACE TO

COMMAND THE EQUIPMENT AND ALLOW AUTHORIZED USERS TO
ACCESS CONTROLS.
g. Security. Paladin has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect Customer Data.
h. Paladin IP. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, PALADIN IP IS PROVIDED "AS IS,"AND PALADIN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

PALADIN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-

INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH

IN THIS SECTION, PALADIN MAKES NO WARRANTY OF ANY KIND THAT THE

PALADIN IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET

CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT

INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK

WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. i. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT NOT

PROHIBITED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,

STATUTORY OR OTHERWISE, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION

THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SERVICE OFFERED, PROVIDED, OR AVAILABLE.

ALL STATEMENTS CONCERNING THE AUTONOMOUS FLIGHT, EQUIPMENT AND

PRODUCT COVERED BY THIS WARRANTY, OR STATEMENTS CONTAINED IN

ADVERTISING, PAMPHLETS OR OTHER PRINTED MATERIALS DO NOT

CONSTITUTE WARRANTIES, AND THE CUSTOMER AND/OR BUYER

ACKNOWLEDGE THAT THEY HAVE NO RIGHT TO RELY UPON SAME NOTWITHSTANDING ANY WARRANTY IN THE AGREEMENT AND SECTION 6

SUPRA. PALADIN OR ANY OF ITS SUBSIDIARIES MAKE NO WARRANTY AS TO THE

QUALITY OF FLIGHT, DATA COLLECTION, OR ACCESS OF ANY SOFTWARE OR

HARDWARE OR OTHER PRODUCTS AND SHALL NOT BE LIABLE FOR ANY LOSSES,

SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,

OR FOR ANY LOSS, DAMAGE OR EXPENSE ARISING UNDER OR IN CONNECTION WITH THE SAME. LIABILITY FOR DAMAGES OF ANY KIND SHALL IN NO EVENT EXCEED THE ORIGINAL PURCHASE PRICE OF THE PARTICULAR ORDER. IN PARTICULAR, PALADIN DRONES, INC. OR ANY OF ITS SUBSIDIARIES, AGENTS,

OFFICERS, OR CONTRACTORS, OF ANY KIND, SHALL NOT BE LIABLE FOR LOSS OF LIFE, PROPERTY, REVENUES OR PROFITS OR CLAIMS OF ANY THIRD PARTIES. j. NO WARRANTY SHALL APPLY TO (I) DEFECTS, ERRORS, DAMAGES,

OR LOSS RESULTING FROM CORRECTIONS, REPAIRS OR SERVICE RELATING TO

CUSTOMER'S OR USER'S SYSTEM, COMPUTERS, SERVERS, AND/OR OTHER EQUIPMENT OR CUSTOMER'S USE; (II)ANY ACT OR OMISSION BY ANYONE OTHER THAN CUSTOMER; (III) POWER SHORTAGES, IRREGULATORITES, BUGS, GLITCHES, INACCURACIES, OR FAILURES; (IV) MODIFICATIONS OF THE EQUIPMENT AND WATCHTOWER PRODUCTS BY ANYONE OTHER THAN PALADIN;

AND (V) ANY OTHER CAUSE BEYOND PALADIN'S CONTROL NOTWITHSTANDING

THE AFOREMENTIONED, IN THE EVENT OF HARDWARE FAILURE OR

DESTRUCTION OF THE DRONE, PALADIN WILL PROVIDE REPLACEMENTS SO

LONG AS THE TERMS OF AGREEMENT HAVE NOT BEEN BREACHED AND THE FAILURE OR DESTRUCTION WAS NOT THE RESULT OF USER ERROR. PALADIN RESERVES THE RIGHT TO REPLACE EQUIPMENT DAMAGED BY USER ERROR.

ANY DAMAGE CAUSED TO EQUIPMENT WHILE USING THE DRONE AS TRAINED BY

PALADIN AND WHILE ENGAGING IN AUTOMATED FLIGHT SHALL BE REPAIRED AT NO COST TO CUSTOMER. IN THE EVENT THAT A REPAIR CANNOT BE

ACCOMPLISHED THEN PALADIN WILL REPLACE THE DRONE OR EQUIPMENT AT NO COST TO CUSTOMER. CUSTOMER MUST NOTIFY PALADIN OF THE INCIDENT

AND CO-OPERATE WITH ANY REASONABLE REQUESTS BY PALADIN TO FACILITATE THE REPAIR OF THE EQUIPMENT PRIOR TO REPLACEMENT. k. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 9 (WARRANTIES) HEREOF, THE EQUIPMENT, WATCHTOWER SOFTWARE,

WATCHTOWER PRODUCTS, DOCUMENTATION, SERVICES, AND ALL RELATED PRODUCTS AND SERVICES ARE PROVIDED TO CUSTOMER "AS IS"AND "WITH ALL FAULTS." PALADIN MAKES NO REPRESENTATION OR WARRANTY OR PROMISE

WHATSOEVER WITH RESPECT TO, AND HEREBY DISCLAIMS ALL WARRANTIES,

WHETHER EXPRESS OR IMPLIED, STATUTORY (INCLUDING ALL UCC STATUTES),

OR OTHERWISE, INCLUDING ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR

IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

I. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 9(e) (PALADIN WARRANTIES) HEREOF, PALADIN DOES NOT WARRANT THAT THE

WATCHTOWER SOFTWARE AND/OR WATCHTOWER PRODUCTS ARE FREE FROM

ERROR OR HARMFUL CODE AND/OR WILL RUN PROPERLY ON, AND/OR

INTEROPERATE WITH, ALL HARDWARE AND/OR OPERATING SYSTEMS, THAT

SUCH WILL MEET THE REQUIREMENTS OF CUSTOMER, OR OPERATE IN THE

COMBINATIONS WHICH MAY BE SELECTED FOR USE BY CUSTOMER OR ANY USER

OR THAT THE OPERATIONS OF SUCH WILL BE UNINTERRUPTED OR ERROR FREE OR THAT IT IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION. m. CUSTOMER MUST INFORM PALADIN WHEN PROPELLERS AND BATTERIES EXHIBIT SIGNIFICANT WEAR AND TEAR. THE CONDITION PRECEDENT

TO SIGNIFICANT WEAR AND TEAR SHALL MEAN THAT THE OPERATION OF THE EQUIPMENT CANNOT OPERATE AT ITS ORIGINAL CAPACITY AND DURATION.

UPON RECEIVING NOTICE, PALADIN SHALL PROVIDE PROPELLERS AND BATTERIES AT NO ADDITIONAL COST. CUSTOMER SHALL INSTALL NEW ACCESSORIES IN A TIMELY MANNER. CUSTOMER MUST PROMPTLY REPORT ANY DAMAGE TO EQUIPMENT AND DATE OF INSTALLATION OR UPGRADE.

10. LIMITATION ON LIABILITY
a. IN NO EVENT SHALL PALADIN BE LIABLE FOR ANY CONSEQUENTIAL,

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED

DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT

OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS

AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE

FORESEEABLE, (B) WHETHER OR NOT PALADIN WAS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b. EXCEPT FOR COSTS DIRECTLY INCURRED BY PALADIN TO FULFILL THE EXPRESS WARRANTY PROVIDED IN SECTION 9(e) (PALADIN WARRANTIES)

HEREOF, IN NO OTHER INSTANCE SHALL PALADIN'S AGGREGATE LIABILITY

ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF

OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR

OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO PALADIN HEREUNDER FOR THE CURRENT ACTIVE TERM (I.E., TWELVE MONTHS) OF PALADIN'S PURCHASE ORDER, OR TO THE MAXIMUM LIMIT OF ITS INSURED, OR$2,000.000.00, WHICHEVER IS LESS. IN NO EVENT WILL PALADIN BE LIABLE UNDER OR IN

CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY,

INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT

LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,

EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF

WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT. c. SUCH LIMITED WARRANTY SET FORTH ABOVE SHALL ONLY APPLY IF

CUSTOMER (I) NOTIFIES PALADIN IN WRITING OF THE WARRANTY BREACH BEFORE THE EXPIRATION OF THE WARRANTY PERIOD; (II) HAS PROMPTLY

INSTALLED ALL UPDATES, UPGRADES, AND/OR MAINTENANCE RELEASES PREVIOUSLY MADE AVAILABLE BY PALADIN; AND (III) AS OF THE DATE OF

NOTIFICATION, IS IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THIS

AGREEMENT, INCLUDING THE PAYMENT OF ALL PRICES AND FEES THEN DUE AND OWING. Furthermore, such warranty as set forth above shall not apply to the extent that the alleged breach and/or infringement arises and/or results from: (i) combination, operation, or use of the Equipment and/or Watchtower Products in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Paladin or specified for Customer's use in the Documentation, unless otherwise expressly permitted by Paladin in writing; (ii)modification of the Equipment and Watchtower Products other than: (a) by Paladin in connection with this Agreement; or(b)with Paladin's express written authorization and in strict accordance with its written directions and specifications; (c) use of any version of the Equipment and/or Watchtower Products other than the most current version or failure to timely implement any modification, update, and/or replacement of such made available by Paladin; (d) negligence, abuse, misapplication, or misuse of the Equipment and/or Watchtower Products or Documentation; (e) use of the Equipment, Watchtower Products, and/or Documentation by or on behalf of Customer that is outside the purpose, scope, or manner of use authorized by this Agreement or in any manner contrary to the Documentation or Paladin's instructions; (f) events or circumstances outside of Paladin's commercially reasonable control (including any third- party hardware, software, or system bugs, defects, or malfunctions); and/or (iii) Open source components or other third-party materials.
d. Paladin exercises no control over the flow of information to or from the Application Service, Paladin's network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties.

At times, actions or inactions of such third parties can impair or disrupt connections to the Internet. Although Paladin will use commercially reasonable efforts to take actions Paladin deems appropriate to remedy and avoid such events, Paladin cannot guarantee that such events will not occur. ACCORDINGLY, PALADIN DISCLAIMS ANY AND ALL LIABILITY

RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS

OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY.

11. Indemnification.
a. Paladin Indemnification.

PALADIN DOES NOT INDEMNIFY, DEFEND, OR HOLD

HARMLESS CUSTOMER FROM AND AGAINST ANY AND ALL LOSSES,

DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE ATTORNEYS' FEES) (COLLECTIVELY, "LOSSES") INCURRED BY CUSTOMER RESULTING FROM ANY THIRD-PARTY CLAIM, SUIT, ACTION, OR PROCEEDING ("THIRD- PARTY CLAIM") THAT THE APPLICATION SERVICES, OR ANY USE OF THE

APPLICATION SERVICES IN ACCORDANCE WITH THE AGREEMENT,

INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY'S US PATENTS, COPYRIGHTS, OR TRADE SECRETS.
ii. Customer will notify Paladin promptly, in writing of any Third-Party Claim, and agrees to indemnify Paladin of Third-Party Claim(s). Customer's indemnification obligation under this Section will not apply to the extent that the

alleged infringement arises from Paladin's use of the Application Services with any third party, unless such use is in accordance with this Agreement or intended for the service of Customer. This section will not limit Customer's duty to indemnify Paladin where a claim arises under Paladin's operations as they relate to Section 7, supra. iii. If such a claim is made as stated above or appears possible, Customer agrees to permit Paladin, at Paladin's sole expense and discretion, to

1. (A) modify or replace the Paladin IP, or component or part of the Paladin IP, to make it non-infringing, or

2. (B) obtain the right for Customer to continue use.

3. (C) If Paladin determines that neither alternative is reasonably available, Paladin may terminate the Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, so long as, in each case, Paladin promptly refunds or credits to Customer amounts Customer paid with respect to the Paladin IP that Customer cannot reasonably use as intended under the Agreement.

4. IF LEGALLY PRACTICABLE, ANY REFUND OWED BY

PALADIN TO CUSTOMER WILL BE PRORATED, STARTING

FROM THE DAY THAT ACTUAL NOTICE IS PROVIDED TO

PALADIN IN WRITING OF ANY THEN EXISTING THIRD-
PARTY CLAIM.

5. IN THE EVENT THAT PALADIN MUST UNWIND THE

AGREEMENT AND REFUND CUSTOMER ALL PAYMENT(S),

CUSTOMER MUST RETURN ALL EQUIPMENT PROVIDED IN
THE SAME CONDITION IT WAS RECEIVED. IF THE

EQUIPMENT IS DAMAGED, THE CUSTOMER AGREES TO

ACCEPT THE REFUND OF ALL PAYMENT(S) LESS
$35,000.00 PER DRONE AND DOCKING STATION, OR
$25,000.00 PER DRONE ONLY.
b. Sole Remedy. THE AGREEMENT SETS FORTH CUSTOMER'S SOLE

REMEDIES AND PALADIN'S SOLE LIABILITY FOR ANY ACTUAL, THREATENED,

OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR

OTHERWISE VIOLATE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL PALADIN'S AGGREGATE LIABILITY EXCEED $2,000,000 TO CUSTOMER.
c. Customer Indemnification.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER

WILL INDEMNIFY, HOLD HARMLESS, AND, AT PALADIN'S OPTION, DEFEND

OR REIMBURSE LEGAL FEES FOR PALADIN FROM AND AGAINST ANY CLAIMS OR LOSSES RESULTING FROM ANY THIRD-PARTY CLAIM. TO THE

FULLEST EXTENT PERMITTED BY LAW, CUSTOMER HEREBY RELEASES

AND FURTHER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD

PALADIN, ITS RELATED ENTITIES AND AFFILIATES AND THEIR RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (HEREIN COLLECTIVELY REFERRED TO AS THE "INDEMNITEE") FREE AND

HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES,

PENALTIES, EXPENSES, CLAIMS, DEMANDS, CAUSES OF ACTIONS, SUITS

OR OTHER LITIGATION (INCLUDING ALL COSTS THEREOF AND ATTORNEYS'

FEES) OF EVERY KIND AND CHARACTER INCLUDING THOSE ASSERTED BY

ANY THIRD PARTY, OR CUSTOMER (INCLUDING BUT NOT LIMITED TO,

PERSONNEL OF THE CUSTOMER OR ITS ASSIGNEES, LICENSEES,

SUBCONTRACTORS AND ALL OTHERS IN PRIVITY WITH CUSTOMER)

INCLUING WITHOUT LIMITATION ANY CLAIMS ON ACCOUNT OF BODILY

INJURY, DEATH OR DAMAGE TO OR LOSS OF PROPERTY (HEREIN COLLECTIVELY REFERRED TO AS THE "LOSS") IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH (i) A BREACH OF THE WARRANTIES PROVIDED HEREIN BY THE CUSTOMER; (ii) THE

OPERATIONS OR SERVICES RENDERED AND/OR PERFORMED OR TO BE PERFORMED BY THE PARTIES IN ACCORDANCE WITH THE AGREEMENT (iii) CUSTOMER'S PERSONNEL, SUBCONTRACTORS, AGENTS, AND LICENSEES; (iv) USER-ERROR; OR (v)ANY NEGLIGENT ACTION, OMISSION, OR BOTH OF

THE INDEMNITEE RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER

THE INDEMNITEE IS NEGLIGENT IN WHOLE OR IN PART, AND EVEN WHEN

THE LOSS IS CAUSED BY THE SOLE FAULT OR NEGLIGENCE (INCLUDING

ACTS OR OMISSIONS THAT ARE CHARACTERIZED AS NEGLIGENCE PER SE,

NEGLIGENCE PREMISED ON STRICT LIABILITY, OR OTHERWISE) OF THE INDEMNITEE. ANY PAYMENTS BY CUSTOMER UNDER THIS PARAGRAPH ON

BEHALF OF THE INDEMNITEE SHALL BE IN ADDITION TO ANY AND ALL

OTHER LEGAL REMEDIES AVAILABLE TO THE INDEMNITEE AND SHALL NOT BE CONSIDERED THE INDEMNITEE'S EXCLUSIVE REMEDY.
ii. When Customer Data, or any use of the Customer Data in accordance with the Agreement, infringes or misappropriate ANY such third party's property rights and any Third-Party Claims based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement or the State in which the product is used, and/ or Federal Law then Customer agrees to be solely liable and shall hold harmless Paladin. Customer shall indemnify, defend, and hold harmless Paladin and its affiliates, and each of their and their respective officers, directors, employees, agents, subcontractors, permitted successors and permitted assigns from and against any and all expenses, losses, charges, damages, settlements, and/or similar or related costs incurred by Paladin resulting from any claim, allegation, demand, action, process, investigation by a third party. Without limitation to the following, Customer agrees to indemnify Paladin when: (i) Customer fails to comply with the Documentation, Specifications, and/or standards for operating the Watchtower Products and/or Equipment; (ii) any Intellectual Property Rights or other right of any person, or any law, is or will be infringed, misappropriated, or otherwise violated by any: (a) use or combination of the Watchtower Products by or on behalf of Customers or any of its representatives

with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Paladin nor authorized by Paladin in this Agreement and the Documentation, or otherwise in writing; and (b) information, materials, or technology directly or indirectly provided by Customer or directed by Customer to be installed, combined, integrated, or used with, as part of, or in connection with the Watchtower Products, Equipment, and/or Documentation; (c) relating to all use, negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Customers or any of its representatives with respect to the Watchtower Products, Equipment, and/or Documentation or otherwise in connection with this Agreement; or(d) relating to use of the Watchtower Products, Equipment, and/or Documentation by or on behalf of Customer or any of its representatives that is outside the purpose, scope, or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Paladin's instructions.

12. Term. Except as the parties may otherwise agree in the Order Form, or unless terminated earlier in accordance with the Agreement:

The Initial Term of the Agreement will begin on the Effective Date and end on the FinalTerm End Date of the Paladin Order Form; ii. The Agreement will automatically renew for successive 12-month Renewal Terms unless either party gives the other party written notice of non- renewal at least 30 days before the expiration of the then-current term.

1. After two renewals access to the Watchtower Portal is automatically revoked if not renewed by the End of the third Term.

2. The foregoing notwithstanding, this Agreement will survive for so long as any Paladin Order Form remains in effect. Paladin Order Form shall expire and/or terminate according to the terms set forth infra.
iii. each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with Paladin's then-current pricing packages published on Paladin's website and generally applicable to all users of the Services, as provided to Customer at least 60 days before the expiration of the then-current term.

13. Termination. In addition to any other express termination right set forth in the Agreement:

Paladin may terminate the Agreement immediately if Customer breaches any of its obligations under the Agreement.
ii. Either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30

days, and the process to cure has not been initiated, after the non-breaching party provides the breaching party with written notice of such breach and demand to cure is sent to the address listed on the Paladin Order Form. iii. IF:

1. Customer is a governmental entity, and

2. Sufficient funds are not appropriated to pay for Paladin's Services, then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to Paladin.
iv. Additionally, either party may, to the extent permitted by law, terminate the Agreement, effective immediately on written notice to the other party, if either party becomes subject voluntarily or involuntarily to any proceeding under any domestic bankruptcy. v. If Customer has made its first Term payment for services covering 12- months, then in all cases of termination Customer will retain Legal Title to the hardware it obtained during that first Term. This includes all accessories provided to Client for the operation of the equipment, and all Services will terminate in accordance with this Agreement. If client purchases "Add-ons" at a later term, then Legal Title to the add- ons shall vest with Client upon full payment of the Active Term incorporating the add-ons. Furthermore, in the event a product is replaced by Paladin the replacement shall remain with Customer, and in all cases the Client shall return the original.
vi. Duties upon-termination. Following any termination, expiration, or cancellation of this Agreement or the licenses granted herein:
(i) immediately upon receipt of Paladin's instructions, Customer will destroy or send to Paladin (at Customer's expense) all copies of the Watchtower Software and the Documentation; (ii) Customer's rights to continue to use the Watchtower Products and Documentation shall immediately cease; and (iii)all of Paladin's obligations hereunder shall cease (iv) all equipment in violation of subsection b(v) above must be returned to Paladin at the address provided at that time. As needed to accomplish the return and/or destruction of the Watchtower Software, Paladin may, in its sole discretion and at Customer's expense, provide services to assist Customer.
b. Survival. After this Agreement terminates or expires, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. The termination of this Agreement for any reason will not release either Party from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination in accordance with this Agreement.

14. Independent Contractor. The parties to the Agreement are independent contractors.

This Agreement does not create a joint venture or partnership between the Parties, and neither Party is, by virtue of the Agreement, authorized as an agent, employee, or representative of the other Party.

Customer shall make use of the services provided in accordance with the specifications of each Purchase Order as an independent contractor, having the sole right to control the details of and manner for performance of the use except that the same must be performed in accordance with the training and scope of use defined in the Agreement.

The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. The Customer is not authorized to commit Paladin to any agreements, and Paladin is not authorized to commit the Customer to any agreements, and the Customer shall not represent itself as the agent or legal representative of the Paladin.

Further, the Customer shall not be entitled to participate in any of the Paladin benefits, including without limitation any health or retirement plans. The Parties shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement. Paladin shall not be liable for taxes, Worker's Compensation, unemployment insurance, employer's liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Customer or any other person consulted or employed by the Customer in performing Services under this Agreement. All such costs shall be the Customer's responsibility. Parties acknowledges that this Agreement and all Purchase Orders and any other Agreed Orders are lump sum contracts, and that Customer shall be solely responsible for all required withholdings including but not limited to taxes, social security taxes, and state unemployment taxes including but not limited to for Customer's employees, agents, or subcontractors, as well as all applicable sales taxes or use taxes on labor provided and materials furnished. No Taxes will be collected or paid by Paladin under this Agreement, except as required by law.

Paladin does not provide Workers Compensation Insurance or Workers Compensation benefits for Customer or its employees. If requested, Customer will furnish Paladin with Certificates of Insurance showing Customer to be covered by Workers' Compensation Insurance in such amounts and types of coverage as Paladin may specify.

It is Customer's sole responsibility to: (1) Assume all expenses for any job injury or illness occurring to Customer or any of its employees, agents, officers, and others working under its direction; (2) provide safe working procedures for its employees; and when applicable (3) comply with the requirements of the Occupational Safety and Health Act of 1970 (OSHA). CUSTOMER WARRANTS THAT IT IS ADEQUATELY INSURED FOR INJURY

TO ITS EMPLOYEES AND OTHERS INCURRING LOSS OR INJURY AS A RESULT OF THE ACTS OF CUSTOMER OR ITS EMPLOYEES OR SUBCONTRACTORS.

CUSTOMER SHALL MAINTAIN ALL WORKERS' COMPENSATION AND LIABILITY INSURANCE AT ALL TIMES WHILE MAKING ANY USE OF SERVICES OR EQUIPMENT.

15. Waiver of Jury: ALL PARTIES ACKNOWLEDGE THAT ALL DISPUTES RELATED

TO THIS AGREEMENT OR ARISING FROM THIS AGREEMENT OR ANY TRANSACTION

CONTEMPLATED BY THIS AGREEMENT MUST BE SUBMITTED TO BINDING ARBITRATION. NOTWITHSTANDING, EACH PARTY HEREBY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A

TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DIRECTLY OR INDIRECTLY,

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT.

16. Choice of Law and Mandatory Venue. This Agreement shall be construed in accordance with the laws of the state of Delaware. CUSTOMER FURTHER HEREBY

ACKNOWLEDGES, CONSENTS, STIPULATES, AND AGREES THAT ANY AND ALL

CLAIMS, ACTIONS, PROCEEDINGS OR CAUSES OF ACTIONS RELATING TO THIS

AGREEMENT, ANY WORK PERFORMED BY THROUGH OR UNDER CUSTOMER, OR

ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT INCLUDING WITHOUT

LIMITATION THE VALIDITY, PERFORMANCE, INTERPRETATION, ENFORCEMENT OR

ANY COMBINATION THEREOF, SHALL BE SUBMITTED EXCLUSIVELY TO THE JURISDICTION OF THE STATE OF DELAWARE OR FEDERAL COURT. CUSTOMER

IRREVOCABLY WAIVES THAT ANY PROCEEDING BROUGHT IN DELAWARE HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.

17. Mediation-Arbitration. Parties agree that all disputes, controversies or claims including any arising out of or relating to Services or Equipment provided by Paladin, its assignees or subcontractors, any warranties (express or implied), any issues or matters arising out of or related to this Agreement, or questions as to its interpretation including any breach thereof (herein referred to collectively as a "Dispute") may be submitted to non- binding mediation. IN THE EVENT THE EITHER PARTY OR BOTH ARE UNWILLING OR

UNABLE TO RESOLVE THE DISPUTE BY MEDIATION, THE DISPUTE SHALL BE SUBMITTED TO BINDING ARBITRATION. THE ARBITRATION SHALL BE GOVERNED BY DELAWARE LAW AND THE U.S. ARBITRATION ACT, 9 U.S.C. §§ 1-16, TO THE

EXCLUSION OF ANY PROVISIONS OF STATE LAW THAT ARE INCONSISTENT WITH APPLICATION OF THE FEDERAL ACT. THE SUBMISSION TO MEDIATION OR

ARBITRATION OF ANY DISPUTE ARISING DURING AN ACTIVE TERM SHALL NOT

DELAY OR OTHERWISE AFFECT THE CONTINUING PERFORMANCE OF SERVICES OR ACCESS TO THE WATCHTOWER SOFTWARE. ARBITRATION SHALL BE FILED,

INITIATED, OR BOTH IN DELAWARE, AND ALL ARBITRATION HEARINGS SHALL BE HELD IN DELAWARE. PARTIES AGREE TO INCLUDE THE REQUIREMENT OF THIS PROVISION IN ALL FUTURE CONTRACTS, and SUB-CONTRACTS IT MAY ENTER INTO FOR ANY PORTION OF THE TERMS OF THIS AGREEMENT. ANY AND ALL

DECISIONS AS TO THE ENFORCEABILITY OF THIS ARBITRATION PROVISION SHALL

BE DETERMINED BY ARBITRATION AND ANY COURT PRESENTED WITH THE

ARBITRABILITY OF A CLAIM SHALL IMMEDIATELY ABATE THE CASE AND ORDER THAT THE DECISION AS TO ARBITRABILITY BE MADE IN ARBITRATION.

18. Entire Agreement: Order of Precedence. The Paladin Order Form, and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion or representations relating to or regarding the Customer's purchase and use of the Services and equipment. To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence:
(1) the Paladin Order Form (2) the Customer Terms (i.e., Exhibit C), (3) the Terms & Conditions herein (i.e., Exhibit B), and (4) Paladin Quote (i.e., Exhibit A). No other purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way. There are no additional agreements of any kind between the parties with respect to the subject matter

hereof. No waiver, amendment, modification or release of any term or provision of this Agreement shall be deemed to have been given or made unless expressly set forth in a written document signed by each of the parties hereto.

19. Waiver. No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right, remedy, power, or privilege available under the Agreement. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

Except where otherwise specified in writing by the Parties, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.

20. Amendments And Right to Update: No amendment to the Paladin Order Form, or the Incorporated Documents will be effective unless it is in writing and signed by an authorized representative of each party. This Agreement may not be supplemented, amended, and/or modified at any time unless the parties hereto execute a written agreement that must—(i) be in a mutually agreed upon written or electronic format, (ii) must be clearly designated as an amendment, addendum, or modification, and (iii) must be signed by an authorized representative of each party. The Parties stipulate and agree that an exchange or series of written or electronic correspondences shall not be deemed to be such a written instrument, for supplemental, amendment or modification purposes. Notwithstanding the aforementioned, Paladin may update the Incorporated Documents from time-to-time following notice to Customer so long as such updates are generally applicable to all users of the Services, however, no unilateral Paladin updates will have any effect to change the existing financial obligations of Customer until the end of an Active Term and following Customer's signed agreement thereto.

21. Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each, a "Notice") must be in writing and addressed to the recipients and addresses set forth for each party on the Order Form. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission by the recipient), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given if delivered by hand, sent by recognized overnight courier (such as Federal Express), transmitted via facsimile transmission or mailed by certified or registered mail, return receipt requested, in a postage pre-paid envelope. Notices personally delivered or sent by overnight courier shall be deemed given on the date of receipt, notices sent via facsimile transmission shall be deemed given upon transmission and confirmation of receipt and notices sent via certified mail in accordance with the foregoing shall be deemed given when delivered (whether accepted or refused) as established by the U.S. Postal Service return receipt.

22. Force Majeure. Except for any obligations to make payments, In no event will either party be liable to the other party, or be deemed to have breached the Agreement, for any

failure or delay in performing its obligations under the Agreement , if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, problems with the Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

23. Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. Assignment. Either party may assign its rights or delegate its obligations, in whole or in part, on 30 days prior written notice to the other party, to an affiliate or an entity that acquires all or substantially all the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned, or delayed. The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns. Notwithstanding the aforementioned, if Customer's assignment requires additional services beyond that which were negotiated then Customer and its assignee shall be liable for any additional costs incurred by Paladin to provide the Agreed service(s) during an Active Term.

25. Marketing. Subject to Section seven (7) supra, neither party may issue press releases related to the Agreement, conversations, or activities, without the other party's prior written consent. However, either party may include the name and logo of the other party in lists of customers or vendors.

26. State-Specific Certifications &Agreements. To the extent required under the laws of the Governing State, Paladin hereby certifies and agrees as follows:
a. Paladin is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing State where services are sought;
b. Paladin will not discriminate against any employee or applicant for employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin, disability, color, ancestry, citizenship, genetic information, political affiliation or military/veteran status, or any other status protected by federal, state, or local law.
c. Execution. Any document executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any document delivered electronically and accepted is

deemed to be "in writing" to the same extent and with the same effect as if the document had been signed manually.

27. Legal Compliance. Customers agree to comply with applicable laws with respect to the ownership, possessions, and operation of the Equipment. The parties acknowledge and agree that the legal regulation of unmanned drones is evolving, and the parties shall cooperate to seek to comply with applicable laws. The Watchtower Products, Equipment, and all services provided hereunder are subject to all applicable export control laws and regulations, including without limitation those of the United States government. Customer and Authorized Users agree that not to directly or indirectly export, re-export, divert, release, provide access to, transfer or disclose such, or any derivative thereof, to any prohibited or restricted destination, end-use or end-users or to anyone who requires a United States export license or other license, except in accordance with all relevant export control laws and regulations which may require it to obtain necessary licenses, approvals or permissions from the appropriate US governmental authority and all required foreign authorities prior to undertaking such activities.

28. Watchtower Software License.
a. Grant of License. Paladin shall grant a license of the Watchtower Software to the Customer in accordance with the terms and conditions outlined in this Agreement.
b. FAA Regulatory Waivers. Paladin will assist the Customer in acquiring FAA regulatory waivers. Except for transfers by error, the Customer shall hold Legal Title to those documents upon their transfer. Paladin will assist the customer in renewing these waivers during the Active Terms of the agreement. The process used to acquire the waivers is confidential information and cannot be shared with any 3rd party without the express permission of Paladin.

29. Watchtower Software License. Conditioned upon compliance with the Use Restrictions in Section 2, and payment of all fees then due, and compliance with all other terms and conditions hereof, Paladin shall grant to Customer, during any Active Term of this Agreement, a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to use the Watchtower Software.

30. Insurance.
a. Customer warrants that it will maintain insurance coverage in accordance with its use and operations and that in the event that Customer's insurance is not able to cover the full extent of the damages or claim that Paladin's insurance shall be called upon to cover the remaining balance of a claim. Notwithstanding the aforementionedjif the claim is not one in which Paladin's coverage may extend, then Customer shall be solely liable for any such claim or damages. b. Customer will maintain coverage with an aggregate limit of not less than $2,000,000.00, per occurrence; and upon Paladin's request will provide proof. c. Paladin shall maintain coverage with an aggregate limit of not less than $2,000,000.00 per occurrence.
d. Subject to section "a" supra, Paladin's insurance shall pay damages relating to bodily injury or property damage subject to its insurance policy which Customer may request a copy of at any time.

e. Customer understands that Paladin's coverage shall not apply to: (1) loss of use of any aircraft, drone, or otherwise, which is for a period of less than forty-eight hours; (2) sums attributable to any period an aircraft is not available for flight operations for reasons other than a grounding, or would not have been available for flight operations if no grounding had occurred; (3) loss of use of any aircraft occurring during the period that Paladin did not use all reasonable means to correct and eliminate the cause of the loss of use; (4) loss of use of any aircraft attributable to a culpable failure by Paladin to perform any obligation with respect to making available or delivering products to the owner or operator of such aircraft; (5) loss of use of any military derivative of a civil aircraft unless the grounding also applies to the civil aircraft; (6) loss of use of any launch vehicle, spacecraft product or missile; (7) loss of use of any aircraft operated by Paladin or in its care, custody or control other than aircraft temporarily in Paladin's care, custody or control for modification, repair or inspection relating to grounding; (8) loss of use of any aircraft owned by or loaned to Paladin. For the purposes of this exclusion, any aircraft as to which Paladin has retained title pursuant to a conditional sales contract, chattel mortgage or similar lien, a lease agreement, a consignment agreement or similar contract of bailment, shall be deemed not to be owned by Paladin; (9)any liquidated or stipulated damages or penalties which Paladin is obligated to pay by reason of any contract or agreement, but this exclusion does not apply to any obligation it would have had in the absence of such contract or agreement.
f. Customer is aware that the aforementioned instances where coverage shall not apply are not every instance where the coverage does not apply and that it is the responsibility of Customer to familiarize itself with the limitations of Paladin's insurance policy.
g. Paladin makes no representations to Customer relating to which policy it shall acquire and only requires that the insured obtain a policy that is sufficient to meet the foreseeable liabilities under Customer's intended use and operation of any provided equipment, software, or service.
h. In accordance with section 30, if Paladin is legally obligated to pay damages because of bodily injury or property damage, Paladin's insurance shall have the right and duty to defend any suit seeking those damages.

31. Consideration of services. Paladin agrees to provide the services set forth in the Paladin Order Form, and Incorporated Documents. Customer agrees to make all payments in a timely manner pursuant to Section four (4) supra, and cooperate and abide by the requirements and standards, as set forth in this Agreement.

32. Data Use. Paladin retains all rights to any data obtained from the provision of the products and services hereunder, including any copyright subject to the following (a) Paladin will only use personally identifiable data (including precise geolocation data), as defined under applicable law, for its internal analytical purposes (e.g., to improve its services), and (b) Paladin will use photographs or videos for its internal purposes and the improvement of services, such as demonstration or marketing, in each case subject to applicable laws (data described in (a) and (b) referred to as "Data"). Paladin grants Customer the right to use Data collected from the Services for its own internal purposes, subject to applicable laws. In addition, and without limiting Paladin's restrictions above,

Paladin agrees that it will not resell any Data to any other person or entity without the prior express written permission of the Customer.

33. Headings. The parties agree that the captions, headings, and/or titles used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

34. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto, and those specifically referenced herein, and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. The terms and provisions of this Agreement shall not inure to the benefit of any other third person or entity not a signatory to this Agreement.

35. Joint Participation,The parties hereto have participated fully in the negotiation and preparation of this Agreement and this Agreement shall not be more strictly construed against either Customer or Paladin.

36. Counterparts. This agreement may be executed in one or more counterparts, each counterpart being an original.

37. Confidentiality. The information contained in the Agreement is considered confidential by the Parties. Neither Party shall disclose to any other third party the terms and conditions contained in this Agreement, except as required by law, and except disclosure to their respective employees, agents and advisors on an as-needed basis.

38. Attorney's Fees. In the case of any breach of this Agreement or other Dispute (as defined herein) the prevailing party shall be entitled to recover its costs of mediation, arbitration, Court, expert witness fees and any necessary and reasonable attorney's fees.

39. Authority. Each person executing this Agreement warrants, in his/her individual capacity, that he or she has full legal authority to execute this Agreement for and on behalf of the respective parties and to bind such parties.

Exhibit C
Additional Terms and Conditions
• "Governing State" means the State of California. All references to Delaware will be implied and replaced with California.
• Section 11. Indemnification. Reserved.
o Language has been removed.
• Re Reimbursement: If the City were to early terminate due to breach of contract, non-appropriations, etc, Paladin will reimburse the City on a pro-rata basis or in full payment.

4 or UN
`tCALIFORNIA 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 $500 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 $500 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): _ ENO

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 $500 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):

X 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.

4.11.25 Date Sign ure of thorized individual Paladin Drones/Divyaditya Shrivastava, CEO
Company/Applicant Name
(Levine Act definitions on reverse side)

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.

AR CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) — 10/28/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER NAMEACT Kamron Khodjaev
PHONE
Autonomy Insurance Services, LLC EMAIL Ao,Ext):(412)326 9211 FAX No):
525 Washington Blvd, Suite 300 ADDRESS: [email protected] Jersey City, NJ 07310 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Lloyds of London Syndicates AA1128121
INSURED INSURER B:

Paladin Drones INSURERC:
10200 Richmond Avenue,Suite 272 INSURERD:

Houston,Texas 77042 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MMIDD/YYYY) (MMIDD/YYYY)
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000

DAMAGE TO RENTED
X
COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 1 00,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 1 0,000 A Y Y B-20240903-1 09/14/2024 09/14/2025 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000

X POLICY PRO-
JECT
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident)
ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS
NON-OWNED PROPERTY DAMAGE
HIRED AUTOS AUTOS (Per accident)
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ $
WORKERS COMPENSATION WC STATU- OTH-
AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Technology E&O Y Y B-20240903-1 09/14/2024 09/14/2025 $1,000,000 Each/$1,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Proof of Insurance
CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Paladin Drones THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10200 Richmond Avenue,Suite 272 ACCORDANCE WITH THE POLICY PROVISIONS.

Houston,Texas 77042

AUTHORIZED REPRESENTATIVE
Kamron Khodjaev
©1988-2010 A ORD CORPORATION. All rights reserved.

ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Page 83 of 265

���4°F °p`qt CI TFUPLAND
.�, 1` "The City of Gracious Living"
ltiriiVO
''' 5 oid.

DATE: May 12,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR

DIANE COTTO,HOUSING MANAGER
SUBJECT: CONSIDER ADOPTING A RESOLUTION AUTHORIZING STAFF TO SUBMIT A HOME

INVESTMENT PARTNERSHIPS PROGRAM APPLICATION
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution authorizing staff to submit an application to the California Department of Housing and Community Development for funding under the Home Investment Partnerships Program (HOME) in response to the March 27, 2025 Notice of Funding Availability(NOFA), and if selected, authorize the City Manager to execute all required documents for participation in the HOME Program.

GOAL STATEMENT
The proposed action supports the City's goal of creating affordable housing.

BACKGROUND
The HOME Investment Partnerships Program(HOME), administered by the California Department of Housing and Community Development(HCD) and funded by the U.S. Department of Housing and Urban Development(HUD), provides formula grants to cities and states to fund a wide range of affordable housing activities for low-income households. Eligible activities include homeownership assistance, rental housing development, rehabilitation, and acquisition.

HOME Program Income is revenue generated from previous HOME-funded activities, such as loan repayments and proceeds from sales. This income must be reinvested in HOME-eligible activities and tracked according to HUD guidelines.

The City of Upland currently has$2,363,398.99 in HOME Program Income on hand.Per HCD requirements,the City must receive State approval via the"e-Civis"online portal application process to utilize these funds.Additionally,the City must expend its existing Program Income before it may apply for new HOME funding.

ISSUES AND ANALYSIS
In response to HCD's 2025 HOME NOFA,the City seeks to utilize$2,363,398.99 in existing HOME Program Income for two key initiatives:

1. Mortgage Assistance Program — Funds will provide down payment assistance to income-eligible homebuyers purchasing units at the Towns on First affordable housing development.

2. Affordable Housing Acquisition and Rehabilitation Program—Funds will be used to acquire available fourplex properties within the Magnolia Colony Complex Area to preserve and expand affordable housing.

HCD requires local jurisdictions to receive approval to use Program Income and mandates that it be expended before applying for new HOME funding. Adoption of the attached Resolution satisfies this requirement and authorizes staff to proceed.

ENVIRONMENTAL DETERMINATION
The proposed action is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15060(c)(2)and 15060(c)(3)and is further exempt under Section 15061(b)(3),as it will not result in a physical change in the environment.

FISCAL IMPACTS
The HOME Program Income of$2,363,398.99 will be used towards the Mortgage Assistance Program and Affordable Housing Acquisition and Rehabilitation Program.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA AUTHORIZING STAFF TO SUBMIT

AN APPLICATION TO THE CALIFORNIA DEPARTMENT OF

HOUSING AND COMMUNITY DEVELOPMENT FOR FUNDING

UNDER THE HOME INVESTMENT PARTNERSHIPS PROGRAM
(HOME); AND IF SELECTED, THE EXECUTION OF A

STANDARD AGREEMENT, ANY AMENDMENTS THERETO,

AND OF ANY RELATED DOCUMENTS NECESSARY TO
PARTICIPATE IN THE HOME PROGRAM.

WHEREAS, the California Department of Housing and Community Development (the "Department") is authorized to allocate HOME Investment partnerships Program ("HOME") funds made available from the U.S. Department of Housing and Urban Development ("HUD"). HOME funds are to be used for the purposes set forth in Title II of the Cranston-Gonzalez National Affordable Housing Act of 1990, in federal implementing regulations set forth in Title 24 of the Code of Federal Regulations, part 92, and in Title 25 of the California Code of Regulations commencing with section 8200; and
WHEREAS, on March 27, 2025. The Department issued a Notice of Funding Availability announcing the availability of funds under the HOME program (the "NOFA"); and
WHEREAS, in response to the NOFA, the City of Upland (City), a municipal corporation, wishes to apply to the Department to use its HOME program income funds totaling Two Million Three Hundred Sixty-Two Thousand Three Hundred Ninety- Eight Dollars and Ninety-Nine cents ($2,362,398.99) to support a Mortgage Assistance Program and Affordable Housing Acquisition Program; and WHEREAS, HOME program income is generated from activities funded by the HOME Investment Partnerships Program that produces revenue. Common sources include loan repayments, interest payments, sale proceeds and rental income. This income must generally be reinvested in other HOME-eligible activities and tracked in accordance with HUD regulations.

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

Section 1. In response to the above-referenced HOME NOFA, the City shall submit a HOME program income application to the Department to participate in the HOME program and for an allocation of funds not to exceed $2,362,398.99 for the following activities and/or programs:

1. Mortgage Assistance Program - A program designed to help low- to moderate-income households purchase homes by reducing the upfront financial burden. (Budget: $1,181,199.45)

Resolution No.

2. Affordable Housing Acquisition Rehabilitation Program - A program that supports the acquisition and rehabilitation of property to develop or preserve affordable housing for low-income households. (Budget: $1,181,199.45)
Section 2. If funding is approved, then the City hereby agrees to use the HOME funds for eligible activities in the manner presented in its Application as approved by the Department in accordance with the statues and regulations cited above. The City will also execute, in the name of the City, a Standard Agreement with the Department, any amendments thereto, and any and all other documents or instruments necessary or required by the Department or HUD for participation in the HOME program.

Section 3. The City hereby authorizes and directs the Mayor or Mayor Pro Tempore to execute, in the name of the City, the HOME Standard Agreement, other HOME-related contracts and conveyances, and any subsequent amendments thereto.

Section 4. The City hereby authorizes the City Manager, Assistant City Manager, or Director of Development Services to execute, in the name of the City, drawdown requests and any other HOME Program form requiring a signature, as may be required by the Department from time to time.

Section 5. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

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

Section 6. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.

Section 7. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 8. Effective Date. This Resolution shall become effective immediately.

Resolution No.

PASSED, APPROVED and ADOPTED this 12th day of May 2025.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 12th day of May 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

A.�°F Up.

CITFUPLAND
.�, �. "The City of Gracious Living"
cdit
�ZIFOR�i
DATE: May 12,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY: ROBERT D. DALQUEST,DEVELOPMENT SERVICES DIRECTOR

LORALEE FARRIS,PLANNING MANAGER
SUBJECT: CONSIDER ADOPTING A RESOLUTION SETTING A PUBLIC HEARING

TO CONSIDER THE VACATION OF A PORTION OF PUBLIC WATER LINE EASEMENT AT 1010 E. 20TH STREET

RECOMMENDED ACTION
It is recommended that the City Council: 1)Adopt a Resolution of Intention to vacate a 33-foot-wide portion of a 73-foot wide public water line easement located at 1010 E. 20th Street, further described as Assessor's Parcel Number 1044-102-08;2) Set a public hearing for Monday,June 9,2025,at 6:00 p.m.to consider the proposed vacation prior to adoption of the Resolution ordering the vacation subject to the requirements and recommendations contained in this report; and 3) Direct the City Clerk to publish and post a Notice of Hearing in accordance with the requirements of the California Streets and Highways Code Sections 8320, et seq.

GOAL STATEMENT
The proposed action supports the City's goal to maintain fiscal responsibility and stability, and to support and promote the quality of life and local economy. The proposed summary vacation is consistent with the public's interest and convenience and the easement is unnecessary for present or future use.

BACKGROUND
On June 23, 2021, the Planning Commission approved Conditional Use Permit No. 21-0006, for the construction and operation of the "Upland Storage Project" (See Attachment 3). This project consists of the construction of a 164,570 square foot multi-story climate controlled public storage building on 3.06 acres, located on the south side of 20th Street at Campus Avenue. The public storage facility will provide 1,328 storage units and a 200 square-foot conference room in a 100% climate-controlled facility. The Planning Commission approved Development Plan Review No.21-0004,encompassing the design review of the facility, at their following meeting on July 28, 2021. The entitlement has since received approval of two, 1-year extensions to allow the applicant time to coordinate with Southern California Edison("SCE") regarding the interface conditions at the shared western property boundary. The entitlement is currently an active approval and has not expired.

At their meeting of March 26, 2025, the Planning Commission adopted a Resolution making a determination of General Plan Conformity and rendering a determination that the vacation of the 33-foot- wide eastern segment of a 73-foot public water line easement would be in conformity with the City's General Plan, in accordance with the provisions of State Government Code Section 65402(a).

ISSUES AND ANALYSIS
Since approval of their entitlement,the applicant has prepared and is in the review process for grading and construction plans. Condition of Approval No. 108 on Conditional Use Permit No. 21-0006 required that any existing on-site utility lines that conflict with the final project design be relocated to the satisfaction of the Public Works Director. An existing water line traverses the site from north to south within the public service easement. Plans to relocate the water line from the eastern half of the easement to the western half

of the easement were previously approved in 2024 and are in the process of being modified to align with the final construction plans. Relocation of the water line is necessary in order to accommodate the construction of the building in its approved location. With the relocation of the water line,there is no longer a public need for the full width of the 73-foot-wide easement,and the utilities can be adequately served by the remaining 40-foot-wide western portion of the public utility easement(See Exhibit B of Attachment 1).

Pursuant to California Streets and Highways Code Section 8306,a public utility easement includes,among others, all or part of, or any right in a right-of-way, easement, or use restriction acquired for public use by dedication or otherwise for sewers,pipelines,pole lines, electrical transmission and communication lines, pathways, storm drains,drainage,canal,water transmission lines,light and air,and other limited use public easements other than for street or highway purposes.

ENVIRONMENTAL DETERMINATION
The proposed vacation of excess public utility easement width is Statutorily Exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the CEQA Guidelines and is an activity that is covered by the commonsense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment.

FISCAL IMPACTS
The vacation of this utility easement eliminates potential liability of the City.There are no direct or indirect fiscal impacts from this action.There will be no anticipated impact on other operational programs or capital projects as a result of this action. The applicant has paid the costs for preparation,process,and recordation of the vacation.No revenue will be expended or generated by the adoption of this vacation.

ALTERNATIVES
Provide alternative direction to staff
CEQA: Determine to be Exempt.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
UPLAND DECLARING ITS INTENTION TO VACATE A 33-
FOOT-WIDE PORTION OF A 73-FOOT WIDE WATER LINE
EASEMENT LOCATED AT 1010 E. 20TH STREET, FURTHER
DESCRIBED AS ASSESSOR'S PARCEL NUMBER 1044-102-

08. WHEREAS, Upland Storage Owner, LLC, the owner of the property located at 1010 E. 20th Street, has submitted an application request to vacate a 33-foot-wide portion of a 73-foot wide public water line easement located at 1010 E. 20th Street, further described as Assessor's Parcel Number 1044-102-08; and WHEREAS, the City is authorized to vacate all or part of a public utility easement pursuant to California Streets and Highway Code Section 8300 et. seq; and WHEREAS, at its meeting on March 26, 2025, the City's Planning Commission made a determination that the proposed street vacation will conform to the City's General Plan; and
WHEREAS, the proposed public water line easement vacation qualifies for an exemption from environmental review in accordance with the California Environmental Quality Act ("CEQA") pursuant to Section 15061(b)(3) of the State CEQA Guidelines for projects where it can be seen with certainty there is no possibility of any significant environmental effects; and
WHEREAS, the Proposed Vacated Area, is legally described in Exhibit A and is shown on Exhibit B and is on file in the office of the Development Services Director.

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

Section 1. Declaration. The City Council of the City of Upland hereby declares its intention to vacate a 33-foot-wide portion of a 73-foot wide public water line easement located at 1010 E. 20th Street, described in Exhibits "A" and "B", which are attached hereto and incorporated herein by reference.

Section 2. Compliance with California Environmental Quality Act. The proposed 33-foot-wide portion of a public easement vacation of a 73-foot wide public water line easement located at 1010 E. 20th Street is exempt from environmental review in accordance with Section 15061(b)(3) of the State CEQA Guidelines because it can be seen with certainty, based upon the testimony provided in the staff report, that approval of the street vacation will have no physical effect on the environment.

Section 3. Public Hearing Date. The City Council will conduct a public hearing on the proposed public water line easement vacation at the City Council meeting on Monday, June 9, 2025, beginning at 6:00 p.m., or as soon thereafter as the matter

Resolution No.

may be heard, to be held in the City Council Chambers within Upland City Hall, located at 460 N. Euclid Avenue, Upland, California, to consider the proposed vacation. All persons interested in the vacation are invited to attend and give testimony if desired.

Section 4. Public Notice. Notice of the public hearing of the vacation shall be provided be:

A. Publishing a notice in the Inland Valley Daily Bulletin, a local paper of general circulation, for two successive weeks prior to the hearing; and B. Posting notices of the proposed vacation conspicuously at the location of the 33-foot-wide portion of a public easement vacation at 1010 E. 20th Street to be vacated at least two weeks prior to the date set for the public hearing. The notice shall be posted no more than three hundred (300) feet apartment, and at least three such notices shall be posted.

The notice shall reference the adoption of this Resolution of Intention and shall state the date, time, and place of the public water line easement vacation.

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

Section 6. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 7. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED and ADOPTED this 12th day of May, 2025.

Bill Velto, Mayor

Resolution No.

I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 12th day of May, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Resolution No.

EXHIBIT "A"

EASEMENT VACATION AREA
ASSESSOR'S PARCEL NO. 1044-IU2-08
UPLAND,CA.

BEING A PORTION OF LOT I OF TRACT MAP 16198-1, IN THE CITY OF UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 298, PAGES 43 THROUGH 55, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; MORE PARTICULARY DESCRIBED AS FOLLOWS:

THE EAST 33.00 FEET OF THE WEST 73.00 FEET OF SAID LOT i.

CONTAINING 9,918 SQUARE FEET,MORE OR LESS.

THE ABOVE DESCRIBED REAL PROPERTY IS SHOWN ON THE MAP ATTACHED HEREWITH AND MADE A PART HEREOF,ENTITLED EXHIBIT"B".

THE ABOVE DESCRIPTION WAS PREPARED UNDER MY DIRECTION.
2/27/2025
AARON T.SKE ,PLS 8604 77.4, `.1
EXPIRATION DATE: 12/31/2025 yl
fa �' I
IN: 1011-2881 *. Exp. 12-31-25
ter' cnt3

Resolution No.

EXHIBIT "B" tiPl. I)-a
LOT 1
TRACT NO. 16198-1
_ NiJ,9, 29814 —55 n
CUF E T,4aE
CURvE DELTA RADIUS LENGTH
C1 12T1111' 61.flc' 19.1r L1=N77"31'5rE 50.00 C2 727NT 69,110' V . L2=hi99°32 ono naz
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(.3 20TH STREET
pienevE ASP
M LOT 1
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® EASEMENT GRANTED TO OM' OF LIPLAV
PURPOSE, EASEMENT FOR PUBLIC UTILITIES, INCLUDING PUBLIC y'

ACCESS TO INSPECT MAINTAIN, REPLACE, OR REPAIR
THE PUBLIC UTILITIES.

RECORDING DATE, NOVEM BER 25 2015, INSTRUMENT NO. 2015-05117971, 21271202'5

OF OFFICIAL RECORDS,
AFFECTS: WEST 13 FEET OF SAJO LAND
imp
SEE SHEET 2 FOR VACATION DETAILS ��* 4
PREPARED F. CITY OF UPLAND,CA. PORTION OF SEC 32 (((MAD - 20TH STREET,UPLAND.CA. 1p11- 1
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Resolution No.

EXHIBIT "B'' APR 1O441C2-05
LO W
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CURVE DELTA RADIUS LENGTH r
Cl 12iM'31' 919T 13.111'

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M.B. 298143-s5
I 2 2 iD EN T GRANTED TO CITY OF UPLAND
PURPOSE; EASEMENT Re PLIRLIC UTILITY, INCLUDING PUOUC
I ACCESS TO INSPECT MArITARk. RERLACE, OR REF'AJR 11E PUBLIC UTIUTIE
REOOP.IOING DATE: NOVEMBER 2 2015, INST{WMENT ND. 2015-OS17g71,

OF OFFICIAL RECCRCS-
AFFECTS! VEST 73 FEET OF SAJD LAID
1 I
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MEWED D D . Clfx OF 4JFL1 ,CA. PORTION OF SE032 — 1,1 N..R.741..S.9.M.
j C 20TH STREET,UPLAND: CA. IN.: 1011,2JI'
ifiallrliVIY 6 Mt Mare'piE pm go n.IS PLAT IS SOLELY'TOSE USED ASr,IF AID Iv DATE: C212112025 mono=woo,.Qom p LOCA7IN THE PWi.GELC3)DEKERIED POW DRAM 1 BY: EN MIOI/ C AC D CIXuM Erg.lu-L PRIMARY CALLS sCALE• PAP ARE LCICA-EO h THAT WRITTEN 04CU NT.

SHEET:

RESOLUTION NO. 5025

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

UPLAND DETERMINING THAT A GENERAL PLAN CONFORMITY

FINDING FOR A PROPOSED VACATION OF A PUBLIC UTILITY

EASEMENT IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL
QUALITY ACT (CEQA) PURSUANT TO SECTION 15061(B)(3) OF

THE CEQA GUIDELINES, AND MAKING A FINDING OF GENERAL
PLAN CONFORMITY FOR THE VACATION OF THE EAST 33-FEET OF A 73-FOOT WIDE PUBLIC UTILITY EASEMENT (STREET VACATION NO. SV-25-0002) LOCATED AT 1010 E. 20TH STREET (APN: 1044- 102-08).

THE PLANNING COMMISSION OF THE CITY OF UPLAND DOES HEREBY FIND, ORDER, AND RESOLVE AS FOLLOWS:

SECTION 1. RECITALS.

A. Upland Storage Owner, LLC ("applicant"), 8777 N. Gainey Center Dr., Suite 191, submitted an application for Street Vacation No. SV-25-0002 to vacate a 33-foot wide portion of a 73-foot wide public utility easement, approximately 9,918 square feet in area, located on the south side of 20th Street at Campus Avenue, at the address known as 1010 N. 20th Street (APN: 1044-102-08).

B. California Government Code (Planning and Zoning Law) Section 65402 requires the City to determine that the location, purpose and extent of the proposed vacation is in conformance with the General Plan.

C. The Planning Commission is the reviewing authority tasked with making the General Plan Conformity Determination.

D. On March 26, 2025, at 6:30 p.m., the Planning Commission conducted a hearing for the General Plan Conformity Determination, after providing notice to the public in the manner and for the time required by law.

E. At said time and place, the Planning Commission heard and considered both oral and written evidence.

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

A. Recitals A through E of Section 1, above, are true and correct.

B. The subject General Plan Conformity determination is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061 (b)(3) of Guidelines, as the activity is covered by the commonsense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment.

Planning Commission Resolution
General Plan Conformity
C. The Planning Commission finds that the vacation of the east 33-feet of a 73- foot-wide public utility easement, approximately 9,918 square feet in area, and located at 1010 N. 20th Street (APN: 1044-102-08) is in conformity with the City of Upland General Plan, as supported by the following General Plan and Specific Plan policies and goals:

1. Policy LU-4.5 Infrastructure Improvements. Preserve and maintain the City's infrastructure and give preference to infrastructure improvements that support or enhance desired land uses and projects.

Evidence: The vacation of a 33-foot wide portion of a public utility easement will not conflict with the developer's infrastructure requirement to relocate an existing water line on-site, as the relocated line will be located within the portion of the easement to remain, and the excess portion to be vacated will no longer serve any functional use.

2. Goal PFS-8. A community with a reliable and adequate supply of water for all members of the community.

Evidence: The vacation of excess easement width will not have any effect on the community's reliable and adequate water supply, as the portion to be vacated will not contain any active water lines. The existing water line is already conditioned as part of the approval of Conditional Use Permit No. 21-0006 to be relocated, and plans for such relocation have been submitted to the Land Development Division.

3. Policy PFS-8.6 Water Infrastructure. Maintain water storage, conveyance, and treatment infrastructure in good working condition in order to supply domestic water to all users with adequate quantities, flows, and pressures.

Evidence: The vacation of excess and unnecessary easement width, reducing the overall width from 73 feet to 40 feet, will still be adequate for the relocated water line and storm drain that will be located within the unvacated portion of the easement. As such, the vacation will not negatively affect water infrastructure and will allow water conveyance to remain in good working condition.

4. Specific Plan Objective 1.3.5(b). To correlate the installation of water, sewer, electrical, and natural gas utility systems, and project open space and amenities with land development in a manner that is economically feasible and that ensures adequate service to residential uses and businesses within the Specific Plan area.

Evidence: The vacation of excess easement width will not interfere with the objective of the Colonies at San Antonio Specific Plan, as it facilitates the development of an approved public storage project and is consistent with the previous conditional use permits conditions of approval to relocate the water line to the western portion of the property. Such relocation renders

Planning Commission Resolution
General Plan Conformity
the full width of the easement unnecessary and allows for the construction of public storage facility under the approved entitlement.

D. The vacation of the 33-foot wide portion of the public utility easement has been determined to be in excess to the needs of the public utilities served, as the relocated water line and storm drain will be located in the remaining unvacated portion of the easement, and that such vacation will facilitate the development of the 164,570 square foot multi-story climate controlled public storage building 3.06 acres, located on the south side of 20th Street at Campus Avenue, which has been approved under Conditional Use Permit No. 21-0006 and Development Plan Review No. 21-0004. The use of the property to provide access to Grove Avenue is consistent with the Upland Zoning Code.

SECTION 3. DETERMINATION. In light of the evidence presented at the hearing on this application, and based on the findings set forth above, the Planning Commission hereby determines that the vacation of the 33-foot wide portion of the public utility easement conforms to the General Plan.

SECTION 4. APPEAL. Pursuant to Upland Municipal Code Section 17.47.040, the decision of the Planning Commission may be appealed to the City Council provided that written notice of the appeal is filed with the City Clerk within ten (10) days following the date the decision was rendered, unless a longer appeal period is specified as part of the project approval. Failure to file a timely appeal shall constitute a waiver of the right of appeal, and the decision of the Planning Commission shall be final.

SECTION 5. INCONSISTENCY. If any section, division, sentence, clause, phrase or portion of this resolution or the document in the record in support of this resolution is determined by a court of competent jurisdiction to be invalid, unenforceable, unconstitutional or otherwise void, that determination shall not affect the validity of the remaining sections, divisions, sentences, clauses, phrases of this resolution.

SECTION 6. CERTIFICATION. The Secretary of the Planning Commission shall certify to the passage, approval, and adoption of this Resolution, and shall cause this Resolution and their certification to be entered in the Book of Resolutions of the Planning Commission of the City.
a915-6/14--• .40jL)
Robin Aspinall, C AIR
Page3of4

Planning Commission Resolution
General Plan Conformity
ATTEST:
fl rtl --
Robert D. Daiquest, SECRETARY
I HEREBY CERTIFY that the foregoing Resolution was duly and regularly passed and adopted by the Planning Commission of the City of Upland at a regular adjourned meeting thereof held on the 26th day of March, 2025, by the following vote:

AYES: Chair Aspinall, Vice Chair Staton, Commissioners Andrews, Borger, Caldwell, and Johnson
NAYS: none
ABSENT: Commissioner Marroquin
ABSTAIN: none )9-1/t—. ------------
Robert D. Dalquest, SECRETARY

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`tCALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
Ogt��4-011_,7
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 $500 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 $500 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): _ x NO

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 $500 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):

X 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. 04-17-2025 Michelle Bach o.� . ,...a,
Date Signature of authorized individual
1784 Holdings LLC/Michelle Bach
VP Site Planning&Design
Company/Applicant Name
(Levine Act definitions on reverse side)

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.

, °v °p`q� cITFUP LAND
o "The City of Gracious Living"
- -
DATE: May 12,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR SUBJECT: CONSIDERATION OF AN ORDINANCE ADDING CHAPTER 9.18 TO THE UPLAND

MUNICIPAL CODE TO ESTABLISH AN ENTERTAINMENT ZONE IN DOWNTOWN UPLAND
RECOMMENDED ACTION:

It is recommended that the City Council hold first reading by title only, waive further reading, and introduce an Ordinance adding Chapter 9.18 to the Upland Municipal Code relating to the establishment of an Entertainment Zone in Downtown Upland pursuant to Senate Bill 969, and determine the Ordinance is Categorically Exempt from the California Environmental Quality Act(CEQA)pursuant to Section 15301 of the CEQA Guidelines.

GOAL STATEMENT
The proposed action supports the City's goal to strengthen the economic vitality of Downtown Upland.

BACKGROUND
As part of the City's focus to revitalize Downtown Upland, staff have implemented several strategies which have resulted in creating a more vibrant Downtown environment. Thirteen(13)new businesses have located in Downtown since 2017 through the Business Attraction and Assistance Program(BAAP)grant which resulted in attracting more visitors and increased employment in Downtown. Staff are implementing two capital projects to increase urban space in Downtown to enhance the public realm and create an environment for visitors and residents to congregate and enjoy the outdoors. The Commercial Rehabilitation Program(CRP)grant will result in approximately thirty(30)building facades being rehabilitated to enhance the aesthetics and walkability in Downtown. Lastly,three residential projects have been approved, one currently under construction that will collectively bring over 300 dwelling units within the Downtown and their new residents patronizing the local establishments.

To further economic growth in Downtown, staff is proposing to establish an Entertainment Zone in Downtown pursuant to Senate Bill 969 (SB 969)which became effective on January 1,2025. Signed by Governor Newsom on September 28,2024, SB 969 allows local governments to create entertainment zones where establishments with on- sale alcohol licenses (i.e. restaurants, bars, breweries) can sell alcohol to-go for consumption off-premises in designated public spaces and right-of-way.The program built on 2023's Senate Bill 76,which permitted entertainment zones exclusively in the City of San Francisco. This was so successful with the initial entertainment zone on Front Street,the City established three other entertainment zones at Chase Center,Harland Place, and Cole Valley, and is reviewing requests to create two additional zones in the Castro District and Union Street. San Francisco's success with entertainment zones prompted Senator Wiener to push for a statewide expansion through SB 969.

SB 969 empowers local governments to designate specific areas for public alcohol consumption, including streets, sidewalks,and public rights-of-way.It also requires cities to implement procedures for clearly marking entertainment zone boundaries, verifying participants' ages, and sharing operational parameters with the State Department of Alcoholic Beverage Control(ABC). Businesses within an entertainment zone can sell alcohol in open containers for public consumption pursuant to established entertainment zone procedures in addition to allowances and limitations of their respective ABC licenses and local land use entitlements.

ISSUES AND ANALYSIS
Staff is proposing to establish an Entertainment Zone in Downtown. The Downtown Entertainment Zone will result in attracting more visitors and an increase in foot traffic,and boost spending at Downtown establishments. Pursuant to SB 969, the City Council must adopt the attached Ordinance which adds new Chapter 9.18 (Downtown Entertainment Zone) to the Upland Municipal Code. The following provides key regulations contained in the Ordinance which are mandated under SB 969:
• Location. The Downtown Entertainment Zone is bounded by D Street on the north,A Street on the south, Third Avenue on the east, First Avenue on the west, and both sides of Second Avenue and 9th Street and including all public streets,public rights-of-way,and sidewalks(See Map in the Ordinance). • Permitted Businesses. Only ABC licensed restaurants,bars,breweries,and wineries containing an on-sale license are eligible to participate in selling open container alcoholic beverages for consumption off-premises.

Additionally, an organization authorized by an ABC Special Event Permit or license to make such sales within the Downtown Entertainment Zone is eligible to participate in selling open container alcoholic beverages for consumption.
• Types of Alcoholic Beverages. The types of open container alcoholic beverages that are permitted to be consumed in public spaces in the Downtown Entertainment Zone are beer, wine, and distilled spirits. An establishment is limited to the type of alcoholic beverage specified in the ABC license issued to a participating business.
• Hours and Days of Operation. Open container alcoholic beverages for off-premises consumption during a Downtown Entertainment Zone Event are permitted on any day of the year between the hours of 11:00am to 12:00 midnight. Additional limitations may be imposed under the approved Special Event Permit's conditions issued for an Entertainment Zone Event, including but not limited to more restrictive hours or days.
• Age Verification. During the duration of any Entertainment Zone Event,every patron purchasing an open container alcoholic beverage for off-premises consumption in the Entertainment Zone must be wearing a single style of wristband or stamp agreed upon and provided in the Special Event Permit's conditions of approval and prior to the operation of any Entertainment Zone Event. • Container or Cup Requirement. All open container beverages for off-premises consumption during the Entertainment Zone Event shall be served in a plastic or paper cup or container which has professionally printed or stamped with the name of the ABC licensed business from where it is purchased. SB 969 restricts ABC licensed establishments from serving open container alcoholic beverages for off-premises consumption in any metal or glass container during an Entertainment Zone Event. • Signage. The boundaries of the Entertainment Zone must be clearly marked by easily visible signage posted around the perimeter of the Entertainment Zone. The signage must instruct patrons not to carry alcoholic beverages outside the Entertainment Zone(e.g.,"No Alcoholic Beverages Beyond This Point"). • Security. During an Entertainment Zone Event, security is the responsibility of the Event's operator and security shall be determined by the Upland Police Department and provided in the Special Event Permit's conditions.
• Notice to ABC. Participating establishments are required to annually submit a "Notice of Intent" to participate in an open container Entertainment Zone Event to the ABC,and a copy is required to be submitted to the Development Services Director.

In order for an event to implement the privileges allowed in the Entertainment Zone,a Special Event Permit is required and is reviewed by the City Departments that reviews land use applications. Custom conditions of approval will be developed for each event and include the regulations contained in the Ordinance. An Entertainment Zone Event is also one that closes street(s)for the event. A Street Closure Permit is required as part of the permits needed to operate an Entertainment Zone Event.

SB 969 requires that staff must meet with the Police Department of the jurisdiction to discuss: (1.)Potential health and safety impacts that might be generated by the Entertainment Zone and strategies to mitigate those impacts; and (2.) The Entertainment Zone's proposed boundaries, days and hours of operation, types of alcoholic beverages permitted,and approved nonglass and nonmetal containers. The Upland Police Department reviewed the Ordinance and the above issues and accepts the Ordinance as written. Staff also sent the Ordinance to the City Attorney for their legal review,and they recommend approval as to form and content and compliance with the requirements in SB 969.

The regulations contained in the Ordinance will ensure events will be safe and create a sociable street atmosphere that will encourage people to socialize,stay,and enjoy the Downtown services.

ENVIRONMENTAL DETERMINATION
The ordinance to establish an entertainment zone in the Downtown is Categorically Exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing Facilities) of the CEQA Guidelines. Section 15301/Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. The ordinance to establish an entertainment zone in Downtown would not increase development or expand the existing use,but rather,would relax certain consumption of open container alcoholic beverages purchased from bars,restaurants,and breweries to leave the licensed premises for off-premises consumption on public spaces,such as public streets,public rights-of-way,and sidewalks within the Downtown Entertainment Zone and only in conjunction with an approved Entertainment Zone Event. The Ordinance would not result in adverse environmental impacts. None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines,Section 15300.2 would apply.Therefore,the ordinance is exempt from CEQA pursuant to Section 15301 and no further environmental review is required.

FISCAL IMPACTS
There is no fiscal impact associated with approving the proposed Ordinance. Event organizers for an Entertainment Zone Event will be responsible for covering all costs associated with the event.

ALTERNATIVES
The City Council may provide alternative direction to staff.

CEQA: Determine to be Exempt.

ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
UPLAND ADDING CHAPTER 9.18 IN THE CITY OF UPLAND

MUNICIPAL CODE TO ESTABLISH THE DOWNTOWN
ENTERTAINMENT ZONE PURSUANT TO SENATE BILL 969,

AND DETERMINING THE ORDINANCE TO BE EXEMPT FROM

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
PURSUANT TO SECTION 15301 OF THE CEQA GUIDELINES
WHEREAS, the City of Upland, California ("City") is a municipal corporation, duly organized under the constitution and laws of the State of California; and
WHEREAS, the economic downturn starting with the COVID-19 pandemic, and continuing economic challenges nationwide, have had a devastating impact on Upland's Downtown restaurants, bars, and entertainment venues. Finding new ways to attract residents, workers, and visitors to Upland's Downtown will be critical to the continued recovery of the Downtown's economic conditions; and
WHEREAS, in 2025, the State of California adopted Senate Bill 969, which authorizes cities and counties to create by an ordinance Entertainment Zones to enable restaurants and bars to sell open containers of approved alcoholic beverages for off-premises consumption within the Entertainment Zone during special events; and
WHEREAS, the City has an important government interest in maintaining a thriving Downtown environment and protecting the health, safety, and economic welfare of its citizens and businesses; and WHEREAS, establishing an entertainment zone in Upland's Downtown where people can buy open container drinks from local bars, restaurants, wineries, and breweries and enjoy them outside in designated public spaces during certain hours for the purpose of creating an active Downtown will result in attracting more visitors and an increase in foot traffic, and boost spending at Downtown establishments; and
WHEREAS, a notice of a public hearing on said application has been given in the manner and for the time required by law; and WHEREAS, on May 27, 2025 at 6:00 p.m. the City Council conducted a duly noticed public hearing for the Ordinance, as prescribed by law, heard and considered both oral and written evidence, and considered the entire record of information received at the public hearing before the City Council; and WHEREAS, all legal prerequisites to the adoption of the Ordinance have occurred.

Ordinance No.

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

Section 1. The above recitals are true and correct and are hereby incorporated herein by this reference and adopted as findings by the City Council.

Section 2. Under the California Environmental Quality Act ("CEQA") an ordinance by a city or county to establish an Entertainment Zone pursuant to Senate Bill 969 and has been determined to be Categorically Exempt pursuant to Section 15301 (Existing Facilities) of the CEQA Guidelines. Section 15301/Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use.

The ordinance to establish an entertainment zone in Downtown would not increase development or expand the existing use, but rather, would relax certain consumption of open container alcoholic beverages purchased from bars, restaurants, and breweries to leave the licensed premises for off-premises consumption on public spaces, such as public streets, public rights-of-way, and sidewalks within the Downtown Entertainment Zone and only in conjunction with an approved Entertainment Zone Event. The Ordinance would not result in adverse environmental impacts. None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 would apply.

Section 3. Chapter 9.18 of the Upland Municipal Code is hereby added as provided in Exhibit A, attached hereto and incorporated herein by reference.

Section 4. Effective Date. This Ordinance shall become effective thirty (30) days from its adoption.

Section 5. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published in a newspaper of general circulation printed and published within the City of Upland, pursuant to all legal requirements.

Section 6. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

PASSED, APPROVED, AND ADOPTED this day of , 2025.

Bill Velto, Mayor

Ordinance No.

I, Keri Johnson, City Clerk of the City of Upland, California, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Upland held on the of , 2025, and was adopted at a regular meeting of the City Council of the City of Upland on the day of , 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Exhibit "A"
Ordinance No.

CHAPTER 9.18

DOWNTOWN ENTERTAINMENT ZONE
Sections:

9.18.010 Purpose

9.18.020 Applicability

9.18.030 Definitions

9.18.040 Entertainment Zone Location

9.18.050 Entertainment Zone Requirements

9.18.060 Entertainment Zone Regulations

9.18.070 Administration

9.18.010 Purpose
The purpose of this Chapter is to establish the Downtown Entertainment Zone, pursuant to the California Business and Professions Code, Sections 23039.5, 23357, 23358, 23396, 25690, 25691 and 25692. The Entertainment Zone is intended to attract new patrons to Historic Downtown Upland by creating a safe and sociable street atmosphere with signature events that will encourage people to socialize, stay and patron the Downtown businesses.

9.18.020 Applicability
The regulations in this Chapter apply to the consumption of open container alcoholic beverages purchased from bars, restaurants, breweries, and wineries to leave the licensed premises for off-premises consumption on public spaces, such as public streets, public rights-of-way, and sidewalks within the Downtown Entertainment Zone and only in conjunction with an approved Entertainment Zone Event.

9.18.030 Definitions
For the purposes of this Chapter, the following definitions shall apply:

A. "ABC" means the California Department of Alcoholic Beverage Control.

B. "Entertainment Zone" has the meaning set forth in California Business and Professions Code Section 23039.5, as may be amended from time to time.

C. "Entertainment Zone Event" means an event that occurs within the boundaries of the Downtown Entertainment Zone, in accordance with this Chapter and within the hours and days permitted by this Chapter, as well as the restrictions and conditions contained in the required Special Event Permit and Street Closure Permit.

D. "Special Event Permit" means a permit required to operate an Entertainment Zone Event issued by the Development Services Director, or their designee, pursuant to the requirements and privileges of this Chapter, and pursuant to the requirements of Chapter 17.41 of the Upland Municipal Code to obtain a Special Event Permit, subject to all conditions imposed upon the permit.

Ordinance No.

E. "Street Closure Permit" means a permit to close a street or streets for an Entertainment Zone Event issued by the Land Development and Transportation Division pursuant to Chapter 12.080.060 of the Upland Municipal Code, and subject to all conditions imposed upon the permit.

9.18.040 Downtown Entertainment Zone Location
A. This Chapter establishes the boundaries of the Downtown Entertainment Zone, as depicted in Figure A to this Chapter, and in accordance with the California Business and Professions Code, Sections 23039.5 and 25690.

B. All public streets, public rights-of-way, and sidewalks in front of storefronts abutting and within the south side of D Street, the north side of A Street, except for the Sante Fe Depot building, the east side of First Avenue, and the west side of Third Avenue, and both sides of Second Avenue and 9th Street, as well as all establishments licensed from ABC that are adjacent and within these boundaries, are hereby designated in the Downtown Entertainment Zone in accordance with the California Business and Professions Code, Sections 23039.5 and 25690.

C. In the event of any inconsistency between the regulations of this Chapter and those outside of this Chapter in the Upland Municipal Code, the provisions of this Chapter shall govern.

9.18.050 Downtown Entertainment Zone Requirements
A. All permitted commercial entities and organizations selling alcoholic beverages at a Downtown Entertainment Zone Event shall comply with all applicable state and local laws and regulations, including but not limited to the following:

1. All applicable ABC license and permitting requirements;

2. All servers and managers of participating establishments must complete the Responsible Beverage Service (RBS) Training Program as required per Assembly Bill 1221 (2017).

3. Sections 23357, 23358, and 23396 of the California Business and Professions Code, as may be amended from time to time;

4. The Upland Municipal Code and all other laws governing the sale and consumption of alcoholic beverages and any and all required permits and licenses issued pursuant thereto;

5. A Special Event Permit, pursuant to Chapter 17.41 of the Upland Municipal Code, is required to conduct a Downtown Entertainment Zone Event. The Special Event Permit may include requirements not otherwise imposed by state or local law, including but not limited to additional requirements for approved beverage containers, additional

Ordinance No.

restrictions on the hours of operation for Entertainment Zone Events, and other time, place, and manner restrictions as deemed appropriate by the Development Services Director;

6. A Street Closure Permit, pursuant to Chapter 12.080.060 of the Upland Municipal Code, is required to conduct a Downtown Entertainment Zone Event; and

7. Insurance. The Downtown Entertainment Zone Event operator shall maintain sufficient insurance as required by the Special Event Permit and the Street Closure Permit for the use of public streets and public rights-of-way.

B. Open alcoholic beverages may be consumed on any public street, avenue, sidewalk, stairway, alley, or thoroughfare within the Downtown Entertainment Zone during an authorized Entertainment Zone Event, except that open container alcoholic beverages are prohibited from being consumed in public or private parking lots, public restrooms, or vacant lots, as set forth in Chapter 9.16 of the Upland Municipal Code, and subject to any other restrictions imposed by state or local law.

C. All open container alcoholic beverages consumed during a Downtown Entertainment Zone Event shall be purchased only from premises licensed by the ABC which is: (1). located within the boundaries of the Downtown Entertainment Zone; and (2). authorized to permit consumers to leave the premises with open containers of alcoholic beverages for consumption off- premises. All open alcoholic beverages consumed during an Entertainment Zone Event may also be purchased from an organization authorized by an ABC special event permit or license to make such sales within the Entertainment Zone Event.

D. Any holder of an ABC license or permit that wishes to allow customers to leave the premises with open container alcoholic beverages for consumption off-premises during an Entertainment Zone Event shall annually submit the required "Notice of Intent" to participate in an open container Entertainment Zone Event to the ABC, pursuant to California Business and Professions Code Sections 23357, 23358, as applicable. A copy of the notice to ABC shall be provided to the Development Services Director, or their designee, at the same time such notice is provided to ABC.

9.18.060 Entertainment Zone Regulations
This section provides the operating regulations for authorized events in the Downtown Entertainment Zone and are mandatory conditions. Further restrictions on any of the regulations provided below or additional requirements not listed below may be required on the Special Event Permit or Street Closure Permit conditions of approval.

A. Permitted Businesses. Only ABC licensed restaurants, bars, breweries, and wineries containing an on-sale license are eligible to participate in selling

Ordinance No.

open container alcoholic beverages for consumption within the Entertainment Zone during an Entertainment Zone Event. Additionally, an organization authorized by an ABC Special Event Permit or license to make such sales within the Downtown Entertainment Zone is eligible to participate in selling open container alcoholic beverages for consumption.

Patrons with open container alcoholic beverages must exit the ABC licensed premises directly into the Entertainment Zone.

B. Types of Alcoholic Beverages. The types of open container alcoholic beverages that are permitted to be consumed off-premises in the Downtown Entertainment Zone are beer, wine and distilled spirits, and limited to the type of alcoholic beverage specified in the ABC license issued to the participating businesses.

C. Hours and Days of Operation. Open container alcoholic beverages for off- premises consumption during a Downtown Entertainment Zone Event are permitted on any day of the year between the hours of 11:00am and 12:00 midnight. Additional limitations may be imposed by any ABC permit or license and by the approved Special Event Permit conditions issued for an Entertainment Zone Event, including but not limited to more restrictive hours or days, as determined by the Development Services Director, during which outdoor consumption of alcoholic beverages is authorized. Businesses are prohibited from selling open container alcoholic beverages for consumption outside of these hours.

D. Age Verification. Patrons of all ages may be admitted into the Entertainment Zone. Alcohol-serving businesses may admit patrons under the age of 21 if allowed by their ABC liquor license. During the duration of any Entertainment Zone Event, every patron purchasing an open container alcoholic beverage for off-premises consumption in the Entertainment Zone or drinking an alcoholic beverage within the Zone must be wearing a wristband or stamp identifying them as 21 years of age or over. All the businesses within the Entertainment Zone must use a single style of wristband or stamp agreed upon and provided in the Special Event Permit's conditions and prior to the operation of any Entertainment Zone Event.

E. Container or Cup Requirement. An ABC licensed business may not serve open container alcoholic beverages for off-premises consumption in any metal or glass container during an Entertainment Zone Event. All open container beverages for off-premises consumption during the Entertainment Zone Event shall be served in a plastic or paper cup or container which has professionally printed or stamped the name of the ABC licensed business from where it is purchased within the Entertainment Zone.

F. Signage. The boundaries of the Entertainment Zone must be clearly marked by easily visible signage posted around the perimeter of the Entertainment Zone. The signage must instruct patrons not to carry alcoholic beverages outside the Entertainment Zone (e.g., "No Alcoholic Beverages Beyond This Point"). Signs must be illuminated well enough to be sufficiently visible

Ordinance No.

during nighttime hours of the authorized Entertainment Zone Event's operation.

G. Security. During an Entertainment Zone Event, security shall be the responsibility of the Event's operator and the requirements for security determined by the Upland Police Department and provided in the Special Event Permit's conditions.

H. Disposal. The organization or party approved to conduct an Entertainment Zone Event shall provide a sufficient number of trash receptacles within and around the perimeter of the Entertainment Zone Event for patrons to dispose of their cups or containers before exiting the Entertainment Zone.

9.18.070 Administration
A. The Development Services Department is the authority to issue the permits required by this Chapter, which includes a Special Even Permit and a Street Closure Permit.

B. Within 30 days of the establishment or modification of a Downtown Entertainment Zone, the Development Services Director, or their designee, shall provide the ABC with the following information, pursuant to California Business and Professions Code Section 25690:

1. A copy of the ordinance establishing or modifying the Downtown Entertainment Zone;

2. Information as may be necessary to identify the boundaries of the Downtown Entertainment Zone;

3. The days and hours of operation of the Downtown Entertainment Zone;

4. The types of alcoholic beverages permitted within the Downtown Entertainment Zone; and

5. The approved nonglass and nonmetal containers in which alcoholic beverages may be authorized.

C. The Development Services Director, or their designee, shall review the operation of the Downtown Entertainment Zone every two years following the adoption of the Entertainment Zone in this Chapter 9.18 to ensure that the Entertainment Zone is being maintained in a manner that protects the health and safety of the general public. This review shall be conducted in consultation with the Upland Police Department and any reports produced during the review shall be made available to the ABC upon request.

D. Before any modifications to the Downtown Entertainment Zone are made, the Development Services Director, or their designee, shall notify Upland Police Department and request feedback about both of the following:

1. Potential health and safety impacts that might be generated by the Entertainment Zone and strategies to mitigate those impacts; and

Ordinance No.

2. The Entertainment Zone's proposed boundaries, days and hours of operation, types of alcoholic beverages permitted, and approved nonglass and nonmetal containers.

Figure A Downtown Entertainment Zone
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All boundary lines are I 390 `h
centerline of the Street
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325 308 321
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NC 305 Vintage Paull i
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122 240 2,
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181 176
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9 169
Z 155 N 151
151 149 y 149.

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3 139 a 132 z 1
3 4 '23 119 t26
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7 EASt Y
0i 101 717
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z Sante Fe Depot
I HOPS° T AS.4airlg

FigureA Downtown Entertainment Zone
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1 12 39D 259 s5° i i`:

ALL boundary lines are 3 si.uthoNI 378 centerline of the Street 37
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204
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188 180 276
181 176
y 165 1G7 d 1- 164 mi
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z Sante Fe Depot
iHop 8° Building Page 116 of 265
b

A °p` t cITYUPLAND
"The City of Gracious Living"
�ZIFOR�i
DATE: May 12,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY: ROBERT D. DALQUEST,DEVELOPMENT SERVICES DIRECTOR

ANDREW ARELLANO,ASSISTANT PLANNER
SUBJECT APPEAL OF PLANNING COMMISSION'S APPROVAL OF CONDITIONAL USE PERMIT NO. 24-011
RECOMMENDED ACTION:

It is recommended that the City Council take the following actions: 1) Consider the Appellant's (Stone Ridge Academy) appeal of the Planning Commission's decision to approve Conditional Use Permit 24- 0011 to establish a charter school serving K through 8th Grade at 20 W. 7th Street (Scholarship Prep); 2) Receive public testimony; 3) Adopt a Resolution (Attachment B) denying the appeal, and upholding the Planning Commission's approval of CUP-24-0011; and 4) Determine the project is exempt from the California Environmental Quality Act(CEQA),pursuant to Section 15301 of the CEQA Guidelines.

GOAL STATEMENT
The Conditional Use Permit aligns with the City's goal of providing educational services and facilities that meet the demands of existing and new development.

BACKGROUND
Jason Watts with Scholarship Prep received approval of Conditional Use Permit 24-0011 from the Planning Commission on February 26,2025,to establish a public charter school for transitional K through 8th Grade.

Scholarship Prep was approved to use two existing buildings totaling 36,150 square feet within a portion of an office complex on 3.25 acres located on the southwest corner of Euclid Avenue and 7th Street.

The subject site is currently occupied by Stone Ridge Academy who has occupied the site since 2017 when they received approval of a conditional use permit(CUP No. 17-0012)to reuse the Old Westwood College campus who vacated the site in 2016,as a certified non-public school specializing in education services for students with disabilities. Stone Ridge Academy is currently at the subject site and are in the process of being evicted by the landlord for nonpayment of a substantial amount of back rent. Stone Ridge Academy filed an appeal of the Planning Commission's decision to approve a conditional use permit for Scholarship Prep to move their facilities onto the subject site.

PLANNING COMMISSION ACTION
As indicated above, the Planning Commission held a public hearing on February 26, 2025 and approved a conditional use permit for Scholarship Prep to occupy the project site. During the public hearing, the Planning Commission only received testimony from Scholarship Prep (Applicant) and the owner of the office complex. No other public testimony was received. The Planning Commission engaged in discussions with the applicant regarding multiple aspects of the project, including parking, landscaping, and operational characteristics of the project. Subsequently, the Planning Commission voted unanimously to approve the project by a vote of 7-0. For complete details regarding the Planning Commission meeting see Attachment C (February 26,2025 Staff Report)and Attachment D(February 26, 2025 Minutes).

APPEAL
On March 10, 2025, Stone Ridge Academy filed an appeal of the Planning Commission's decision to approve the conditional use permit for Scholarship Prep to locate its facilities on the project site. Stone Ridge Academy's Appeal Application, dated March 10, 2025, is provided as Attachment A for the City Council's reference. Under 17.47.040 of the Upland Municipal Code (UMC) regarding Appeal Hearing, the City Council may consider any issue involving the project called for review,in addition to the specific grounds for the review. The City Council may:
• Affirm the Planning Commission's decision, affirm in part, or reverse the action of the Planning Commission's decision that is the subject grounds of the appeal. • Adopt additional conditions of approval that may address issues or concerns other than the subject of the call for review.

ISSUES AND ANALYSIS
The original Findings for Approval made by the Planning Commission are detailed within Planning Commission Resolution No. 5020 which is provided as Attachment E.

Included within Attachment A is the Appellant's(Stone Ridge Academy)application and letter,stating the grounds for appeal of the Planning Commission's approval of the conditional use permit for Scholarship Prep. The Appeal letter provided by the Appellant has been reviewed by staff and the City Attorney. Below the grounds for the Appeal are summarized followed by a response from staff:

1. Unauthorized Use of an Existing CUP
Appellant's Statement: "Stoneridge Academy currently holds an active CUP 17-12 for 20 W. 7th Street, Upland California, 91786,serving 140 special-needs students. The recent approval granted to Scholarship Prep appears to have been issued without proper verification of existing permits, leading to a conflicting authorization. This oversight undermines the integrity of the permitting process and jeopardizes the operations of an established institution catering to a vulnerable student population."
Staff Response: Stone Ridge Academy operates under Conditional Use Permit(CUP)No. 17-0012 at 20 W. 7th Street,which established a non-public school serving 140 special-needs students. This CUP was approved by the Planning Commission in 2017. The granting of CUP 24-0011 for Scholarship Prep is a separate entitled action from the existing CUP on the property. Each CUP incorporates the operational characteristics of its respective use and incorporates conditions of approval for that use. The Applicant of the public charter school (Scholarship Prep) would be utilizing their own CUP, specific to their operations and would not be using the previously approved conditional use permit. As confirmed by the City Attorney's office, a property can have more than one conditional use permit entitled, so long as they are both not being used for the same space at the same time. In this case,it is up to the property owner to decide which CUP will be used by deciding which CUP holder will be allowed to operate on the property. The property owner provided written authorization with the submittal of Conditional Use Permit No. 24-0011 (Attachment G)for Scholarship Prep to work with the City of Upland Planning Division to obtain a conditional use permit. Further,previous entitlement approvals were detailed within the Planning Commission Staff Report (Attachment C), which provided background on the property and its previous and current use.

2. Fraudulent Misrepresentation in the CUP Application Appellant's Statement: `Evidence from the**Charter School Application(Dec 2023)**confirms that Scholarship Prep applied for their charter school from the County of San Bernardino **without having legal possession or authorization to occupy the property.** This constitutes fraud under **California Civil Code § 3294**, which defines fraudulent misrepresentations an intentional act to deceive and cause harm. Furthermore, the application timeline proves that

Scholarship Prep utilized Stone Ridge Academy CUP- 17-12 as a means to deceive the San Bernardino County into granting their Charter petition without having legal possession or authorization to occupy the property, meaning they falsely represented their operational readiness and capacity at the time. In addition, the application timeline proves Scholarship Prep CUP was not approved until 02/26/25, after the approval of their charted school application. Under California Civil Code§3294,fraudulent misrepresentation—where material facts are knowingly misrepresented to obtain a government benefit—invalidates the approval process. The misleading statements and omissions provided by the applicant justify the immediate revocation of CUP-24- 0011."
Staff Response: The City has found no fraudulent misrepresentations in the submitted conditional use permit application.The Planning Division/Planning Commission is not involved in the process for certification of charter schools through the County of San Bernardino Office of Education.

Regardless, any required certifications/approvals from the County would be needed before they started opening their doors for operations, not necessarily at the time of applying to the City for a CUP.

3. Procedural Errors in the CUP Approval Process
Appellant's Statement: "Documents from the **Notice of Public Hearing** show that the planning department **failed to not5 impacted parties**, including Stoneridge Academy properly. According to **San Bernardino County Development Code Chapter 85.06**, all impacted parties must receive official notification and have an opportunity to present objections.

The Planning Department's failure to comply with this legal requirement invalidates the CUP approval process."
Staff Response: The City complied with state law and its Municipal Code by properly noticing the public hearing. The Planning Division provided mailed 10-day notices for the CUP to all property owners within 300 feet of the project site (Attachment F — CUP-24-0011 Mailer List), posted the notice in 2 physical locations (Upland City Hall and Upland Library) and published a public hearing notice in the Inland Valley Daily Bulletin on February 14, 2025 (Attachment H - CUP-24-0011 Proof of Publication).Neither state law nor the City's Municipal Code requires that a tenant/lessor be provided with notices of public hearings. Further,Upland is an incorporated City and has adopted its own Municipal Code which is applicable within its jurisdictional city limits.

The San Bernardino County Development Code is not the appropriate regulating document.

4. Conflicts with Existing Zoning&CUP Regulations
Appellant's Statement: "The CUP issued to **Stone Ridge Academy holds an active and legally binding CUP**for 20 W. 7th St. Under zoning regulations, a second CUP should **not** have been issued to another institution while the first permit remains active. This oversight creates **legal grounds for revocation** under municipal zoning laws and CUP governance policies.

Stone Ridge Academy CUP (Resolution No. 17-12) is specifically tailored for a specialized educational institution serving special-needs students. The approval process for Scholarship Prep's CUP exhibited significant procedural deficiencies:
-Failure to Verb Existing Permits: The Planning Division did not adequately confirm the status of existing permits for the property.
- Conflict of Interest: Granting a CUP to Scholarship Prep directly conflicts with Stone Ridge Academy's existing permit. Approving Scholarship Prep's CUP poses substantial risks such as displacement of 140 special-needs students from Stone Ridge Academy, operational conflicts causing logistical challenges, and zoning inconsistencies violating local regulations.

Staff Response: Granting CUP 24-0011 did not create any conflicts with existing zoning or conditional use permit regulations. The property's entitlement history was detailed in the staff

report. See also the previous response to #1. CUP-24-0011 does not replace or modify the previously existing CUP, but represents an entirely new entitlement that approves the different operational characteristics of this new tenant and is conditioned accordingly.

5. Impact on Stone Ridge Academy& The Community
Appellant's Statement: "Approving this CUP **directly threatens the educational continuity of 140 special-needs students with individual education plans (IEP's) will create irreparable harm for the students form their current school placement at Stone Ridge Academy.**Scholarship Prep's CUP approval introduces logistical conflicts that **jeopardize student learning, campus safety, and operational efficiency.** Additionally, this permit undermines local zoning stability by allowing conflicting use permits at the same location, which violates established community planning principles. Relevant Local Ordinances
Applicable ordinances include:

San Bernardino County Development Code Chapter 85.06, outlining CUP procedures. San Bernardino County Development Code§84.25.060, stipulating compliance conditions." Staff Response: Any negative impact to Stone Ridge Academy is outside of the City's purview.

The City's granting of a conditional use permit only approves the proposed use; it does not grant in this instance, the holder of either CUP 24-0011 or of CUP 17-12 access to the property. The property owner gets to decide who gets access to the property to engage in the approved use. As previously mentioned,the San Bernardino County Development Code does not apply to the subject property, as it is located within the City of Upland.

6. Fraudulent Misrepresentation in the CUP Application Appellant's Statement: "Evidence suggests that Mr. Jason Watts provided false information in the CUP application for Scholarship Prep. Mr. Watts falsely claimed Stone Ridge Academy is CLOSED. This was a deliberate misrepresentation to justift the need for a new school, despite Stone Ridge Academy being fully operational. Currently, there is an open escrow between the Stewart Group of Upland,LLC. and Stone Ridge Academy which prohibits any sells or lease of 20 W. 7th St. Upland, CA 91786
-Intentional Misrepresentation (California Civil Code§3294). -Legal Precedents defining fraud as intentional deception for unfair gain." Staff Response: The City found no fraudulent misrepresentation in the CUP's written application or in the testimony given by the applicant and staff at the public hearing. There was no claim in the public hearing that Stone Ridge Academy was closed. The operational status of Stone Ridge Academy was discussed and clarified as part of the Planning Commission meeting, indicating that the existing school was still open. Further, during the course of the meeting, the Planning Commission Chair confirmed that she witnessed the facility in active operation when she drove by, prior to the public hearing.

7. Legal Implications of Fraudulent Conduct
Appellant's Statement: "Engaging in fraudulent activities during the CUP application process has legal consequences: -Criminal Penalties: Fraud is considered a white-collar crime under California law. —Professional Misconduct: Willfully making false statements violates California Business and Professions Code§4301."
Staff Response: The Business and Professions Code statute cited relates to the issuance of a pharmacist license,which is irrelevant to this matter.

8. Legal&Ethical Violations
Appellant's Statement: "The fraudulent nature of this CUP approval raises concerns of**public trust violations, perjury, and regulatory oversight failures.** If left uncorrected, this sets a dangerous precedent that could **invite further cases of misrepresentation and procedural manipulation in city planning processes.** Given the severity of these legal infractions, we request a full investigation into the approval process and possible disciplinary action against responsible parties."
Staff Response: See previous response for#2.The City has found no fraudulent misrepresentations in the submitted Conditional Use Permit application.

9. Breach of Ethical Standards
Appellant's Statement: "The actions of Mr. Jason Watts breach ethical standards, including:
-Deceptive Practices undermining public trust.
-Harm to Public Interest affecting special-needs students." Staff Response: See previous responses at#2 and#5.

10. Impact on Public Trust
Appellant's Statement: `Allowing the CUP approval despite fraudulent actions erodes confidence in local governance. Transparent corrective action is necessary to maintain trust." Staff Response: There was a public process whereby a public hearing was properly noticed to the public and an opportunity to give public testimony was provided.

11. Requested Actions
Appellant's Statement: `Based on the evidence provided, we formally request: 1. **Immediate revocation** of the CUP granted to Scholarship Prep. 2. A **formal investigation** into the approval process and associated legal violations. 3. Confirmation that **Stone Ridge Academy retains its existing CUP**without interference. 4.Implementation of**stricter zoning compliance policies** to prevent future conflicts of this nature." Staff Response: Based on the information contained in the appeal,there is no justifiable reason to overturn the Planning Commission's approval of Conditional Use Permit No. 24-0011. The City has found no fraudulent misrepresentations so there is no need for a formal investigation into the approval process. The process followed the requirements for a conditional use permit as outlined in Section 17.44.040 of the Upland Municipal Code. In this instance, where neither the holder of CUP 24-0011 nor the holder of CUP 17-12 on the subject property, it is up to the property owner to decide which use, per the approved CUPs, will have the legal permission to operate on the property. Three findings must be shown in order to approve a Conditional Use Permit,per Section

17.44.040(F) of the Upland Municipal Code. The Planning Commission made such findings in Resolution No. 5020. Nothing submitted in the appeal application persuades staff to change its recommendation for approval of CUP 24-0011, as the three findings can still be made.

Scholarship Prep's Response
Scholarship Prep applicant as the applicant for Conditional Use Permit No. 24-0011 has provided a formal response to the Appeal application, which has been included as Attachment J. In their response, the applicant indicates that they have been granted a charter by the San Bernardino County Board of Education (SBCBOE)to open a new campus in Upland and that Scholarship Prep has been working with the property owner to occupy the facility as a Transitional K-8 public charter school on the site once it becomes available for occupancy. The applicant addresses the allegations of misrepresentation and unethical conduct, indicating that they have followed all protocols and procedures for both the City and the SBCBOE and disclosed the status of the property to both organizations. The applicant urges the City Council to uphold the unanimous Planning Commission decision.

Property Owner's Response
The Stewert Group LLC is the property owner of the subject property located at 20 & 30 W. 7th Street.

They have provided a written response to the Appeal application, which is included as Attachment K. In their response, they indicate that the current tenant, Stone Ridge Academy LLC, entered a lease for the property on April 15, 2018 and that they currently owe $1,502,637 in unpaid rent and an additional $1,205,530.10 in late charges and interest under the Lease. The letter indicates that Stone Ridge has failed to consistently pay all amounts owned under the Lease since it commenced, and as a result,the owner filed an unlawful detainer action in San Bernardino County Court to seek immediate restitution of the Premises, and all rent owed for the past year. The property owner indicates that there is no open escrow relating to the Property as alleged in the Appeal and that The Stewart Group's offer to sell the property to Stone Ridge expired on February 15, 2023. The property owner states that they have found a potential tenant (Scholarship Prep)who can occupy the premises starting this year.

San Bernardino County Board of Education and San Bernardino County Superintendent of Schools Response
On May 5, 2025, the Planning Division received a letter from Sue Ann Salmon Evans, at Dannis Woliver Kelley,Attorneys at Law(Attachment L),that indicated that their legal firm represents the San Bernardino County Board of Education ("SBCOE") and the San Bernardino County Superintendent of Schools ("SBCSS"), the authorizer and oversight agent for the Scholarship Prep San Bernardino County Charter School. The firm's letter addresses and corrects several inaccuracies presented within the Appeal application, indicating that: (1). Scholarship Prep is a charter school in good standing with the SBCOE/SBCSS; (2). There was no fraud in the petitioning process through their organization(s); and(3).

Scholarship Prep did not use the current Stone Ridge Academy CUP (CUP 17-0012) to deceive the SBCBOE into granting its petition.

ENVIRONMENTAL DETERMINATION
The project is Categorically Exempt from environmental proceedings pursuant to Article 19,Section 15301, Existing Facilities, Class 1 (a), of the California Environmental Quality Act, since the proposed project consists of a negligible expansion of use within an existing structure.

FISCAL IMPACTS
The applicant for Conditional Use Permit No. 24-0011 has paid all applicable processing fees for the entitlement application. The Appellant has paid the processing fee for the Appeal application.

ALTERNATIVES
Should the City Council disagree with the recommended action or seek to pursue an alternative course of action,the Council may:

1. Direct staff to return with a resolution of project denial (upholding the appeal) with findings indicated by the City Council; or

2. Request additional information from staff.

CEQA: Determined to be Exempt.