Agenda packet — Upland City Council, May 27, 2025 (part 1 of 3)

4c4 a v� �� CITOAF upLAND
"The City of Gracious Living"
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" 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
Tuesday, May 27, 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
Ayesha Khan, Middle Ground Muslim Center

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS
Recognition of Upland Residents Serving in the Military Presentation of the Dave Stevens Historic Preservation Award presented by Upland Heritage

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 6
Recommended Action:

Approve the Regular Meeting Minutes of May 12, 2025 and the Special Meeting Minutes of May 19, 2025. (Staff Person: Keri Johnson)
b. 2ND READING AND ADOPTION OF ORDINANCE NO. 1996 ESTABLISHING 13

AN ENTERTAINMENT ZONE IN DOWNTOWN UPLAND
CEQA: Determine to be exempt.

Recommended Action:

Hold 2nd reading by title only, waive further reading and adopt Ordinance No. 1996 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. (Staff Person: Robert Dalquest)
c. CONSIDER APPROVAL OF APRIL WARRANT AND PAYROLL REGISTERS 25 CEQA: Not a Project.

Recommended Action:

Approve the April warrant registers totaling $12,254,232.75 (check numbers 52428 - 52851 and direct disbursements) and payroll registers totaling $1,919,203.53 (check numbers 164169 — 164178 and electronic fund transfers 54255 - 54822). (Staff Person: Stephen Parker)
d. CONSIDER AUTHORIZING THE TRANSFER OF UNCLAIMED FUNDS TO THE 39

GENERAL FUND
CEQA: Not a Project.

Recommended Action:

Authorize the transfer of $13,287.98 in unclaimed funds to the General Fund. (Staff Person: Stephen Parker)
e. CONSIDER APPROVAL OF THE FIRST AMENDMENT TO THE AGREEMENT 43

WITH HDL COMPANIES FOR CONTRACT BUSINESS LICENSE SERVICES CEQA: Not a Project
Recommended Action:

Approve the First Amendment to the Agreement with HdL Companies for contract business license services through June 30, 2026 with one remaining mutual one- year additional terms and a not-to-exceed amount of$395,000; and authorize the City Manager to execute the First Amendment. (Staff Person: Stephen Parker) f. CONSIDER APPROVAL OF TWO PROFESSIONAL SERVICES AGREEMENTS 91

WITH WILLDAN FINANCIAL SERVICES
CEQA: Not a Project.

Recommended Action:

Approve the Professional Services Agreements with Willdan Financial Services for financial services related to debt issuances in an amount not-to-exceed $50,000 and annual Community Facilities District administration in an amount not-to-exceed $85,000; and authorize the City Manager to execute the three-year term Agreements. (Staff Person: Stephen Parker)
g. TREASURER'S REPORT APRIL 2025 134
CEQA: Not a Project.

Recommended Action:

Receive and file the April 2025 Treasurer's Report. (Staff Person: Stephen Parker)
h. CONSIDER APPROVAL OF GARAGE AUTOBODY PURCHASE ORDER IN 151 THE AMOUNT OF $70,000
CEQA: Not a project.

Recommended Action:

Approve the purchase order for Garage Autobody for the body repairs and paint of Police Department patrol units in the amount of $70,000. (Staff Person:

Damien Arrula)
i. CONSIDER ACCEPTING THE NOTICE OF COMPLETION FOR RESERVOIR 7, 152 12, AND 13 OVERFLOW AIR GAP INSTALLATION
CEQA: Categorically Exempt from further environmental review pursuant to Section 15301(c) of the CEQA guidelines.

Recommended Action:

Approve the work for Project No. 92102, 92106, and 92107; authorize the City Manager or designee to record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for the Reservoir 7, 12, and 13 Overflow Air Gap Installation Project. (Staff Person: Damien Arrula)
j. CONSIDER APPROVING A FUNDING AGREEMENT WITH SBCTA FOR THE 154

PREPARATION OF CONSTRUCTION PLANS FOR THE DOWNTOWN UPLAND

PARKING STRUCTURE
CEQA: Exempt from review under the California Environmental Quality Act ("CEQA") pursuant to §15061(b)(3) of the CEQA Guidelines.

Recommended Action:

Approve the Funding Agreement with the San Bernardino County Transportation Authority to assist in funding the preparation of construction plans for the Downtown Upland parking structure for a not-to-exceed amount of $500,000. (Staff Person: Robert Dalquest)
k. CONSIDER APPROVAL OF THE ANNUAL MILITARY EQUIPMENT REPORT 167 CEQA: Not a Project.

Recommended Action:

Review Ordinance No. 1960 and approve the 2025 Annual Military equipment report regarding the Police Department's possession of military equipment per Assembly Bill 481. (Staff Person: Marcelo Blanco)
I. CONSIDER RATIFYING THE PROCUREMENT OF AXON FLEET 3 199

DASHBOARD CAMERA SYSTEMS AND APPROVE THE MASTER SERVICES

AND PURCHASING AGREEMENT
CEQA: Not a Project.

Recommended Action:

Ratify the procurement of the Axon Fleet 3 dashboard camera/ALPR system and approve the Master Services and Purchasing Agreement between Axon and the Upland Police Department for the total amount of $343,337.62 for a five-year contract. (Staff Person: Marcelo Blanco)
m. CONSIDER RATIFYING THE PROCUREMENT OF AXON DRAFT ONE Al 216

REPORT WRITING SYSTEM AND APPROVING THE MASTER SERVICES AND

PURCHASING AGREEMENT
CEQA: Not a Project

Recommended Action:

Ratify the procurement of the Axon Draft One Al Report Writing System and approve the Axon Master Services and Purchasing Agreement in the total amount of$283,583.70 for a 39-month contract. (Staff Person: Marcelo Blanco)

11. PUBLIC HEARINGS

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

CONFERENCE ATTENDANCE
Councilmembers will provide oral reports on any meetings, trainings, or conferences they attended on behalf of the City. This item is for information only.

13. BUSINESS ITEMS
a. CONSIDERATION OF AN OMNIBUS ORDINANCE AMENDING VARIOUS 227

SECTIONS OF THE UPLAND MUNICIPAL CODE
CEQA: Not a Project.

Recommended Action:

Hold first reading by title only, waive further reading, and introduce an Ordinance amending various sections of the Upland Municipal Code as specified. (Staff Person: Keri Johnson)

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, June 9, 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 21, 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 REGULAR MEETING OF THE UPLAND CITY COUNCIL May 12, 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 6:01 p.m. in the Council Chamber of the Upland City Hall.

2. ADDITIONS-DELETIONS TO AGENDA
Mayor Velto announced that items 11 c, 11 d, and 11 e were removed from the agenda.

Mayor Velto called a recess at 6:04 p.m. The Council reconvened in open session at 6:10 p.m.

3. ORAL COMMUNICATIONS
None.

4. CLOSED SESSION

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

6. PLEDGE OF ALLEGIANCE
Led by Police Chief Blanco

7. PRESENTATIONS

8. CITY ATTORNEY
City Attorney Deitsch stated he did not have any reports.

9. ORAL COMMUNICATIONS
Jim Thomas, announced the upcoming Memorial Day event in the Veterans Plaza.

A number of individuals spoke in opposition of transferring utility billing to the property tax rolls. They questioned why it was not a Proposition 218 process and requested better notification if the item was brought back for future consideration. They also voiced concerns about transparency, the process for billing residents, and how an opt out option would work. The following spoke:
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Natalie Garrett 3 Upland residents (names not
Lois Sicking Dieter provided)
Mike Nunez Annie Stevens
John Walvoord Martha Shariff
Sharon Frasca-Williams Stan Dolinski
Mark Walters, stated that he condemns the tone and content of some social media responses made by certain Council Members.

Sean Floss, Upland, stated that he serves on the Public Works Committee and he was initially against placing utility bills on the property tax rolls, but the process has evolved and he appreciated the opt out option and the Council's willingness to listen.

Caroline Langer, stated concerns about pollution from the rock quarries and questioned how the city can minimize the effects of the pollution on the neighboring community.

10. CONSENT CALENDAR
Moved by: Councilmember Breitling
Seconded by: Councilmember Zuniga
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
Approve the Special Meeting Minutes of April 28, 2025 and the Regular Meeting Minutes of April 28, 2025.
b. CONSIDER ADOPTING A RESOLUTION APPROVING THE ANNUAL

DESTRUCTION OF RECORDS
Adopt Resolution No. 6826 authorizing and directing the City Clerk to destroy certain City records pursuant to the Government Code of the State of California. c. CONSIDER APPROVAL OF AN AGREEMENT WITH PALADIN DRONES FOR

THE PURCHASE OF FIRST RESPONDER DRONES
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. d. CONSIDER ADOPTING A RESOLUTION AUTHORIZING STAFF TO SUBMIT A

HOME INVESTMENT PARTNERSHIPS PROGRAM APPLICATION
Adopt Resolution No 6827 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.
e. 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
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Adopt Resolution No. 6828, 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; 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.

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

UPLAND MUNICIPAL CODE TO ESTABLISH AN ENTERTAINMENT ZONE IN

DOWNTOWN UPLAND
Development Services Director Dalquest presented the staff report along with a PowerPoint presentation. Director Dalquest then answered questions regarding the boundary of the zone, the application process, and special event permits.

Mayor Velto opened the public hearing.

Jeremiah Cooper, Upland, spoke in support of the entertainment zone. Stating it would drive economic growth, foster a sense of community, and increase foot traffic. He further urged the City Council to approve the Ordinance.

Dori Ferranto, Upland Historic Downtown Upland and Chamber of Commerce, spoke in support of the downtown entertainment zone and stated it will drive economic growth and breathe new life into the area.

Eric Hanson, Upland, spoke in support. stated it will not benefit his downtown business directly, but will foster an engaged downtown area.

Guiseppe Mancuso, Upland, spoke in support of the entertainment zone and thanked the Council for considering the ordinance.

Nick Fuentes, Upland, spoke in support of the entertainment zone and stated it will provide great opportunities for businesses in the downtown.

Jennifer Garro, Upland, spoke in support of the entertainment zone and stated it will provide for foot traffic and visibility for all downtown businesses.

Amy Valdivia, Chair of the Board of Upland Chamber of Commerce, reaffirmed commitment to support local business community and spoke in support of the entertainment zone.

Mark Davidson, Upland, spoke in support of downtown entertainment zone and thanked staff and the Council for improvements to the downtown over the past few years.

Linda Trawnik, President of Historic Downtown Upland, spoke in support of the downtown entertainment zone and stated it would benefit the businesses in the downtown.

Michael Cooper, Upland, spoke in support of the entertainment zone and stated it would bring energy to downtown.
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Hearing no further testimony, Mayor Velto closed the public hearing.

Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
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.

Motion: Carried Unanimously
b. APPEAL OF PLANNING COMMISSION'S APPROVAL OF CONDITIONAL USE PERMIT NO. 24-011
Mayor Velto called a recess at 7:15 p.m. The Council reconvened in open session at 7:19 p.m.

Development Services Director Dalquest introduced Planning Manager Farris who presented the staff report along with a PowerPoint presentation.

Mayor Velto opened the public hearing.

Nancy Keith, Upland, stated that they live near the subject property and provided a history of issues with different tenants on the property and how it has affected the residents and created parking issues in the neighborhood.

Jason Watts, Executive Director for Scholarship Prep, provided information on the school, the programs it offers, and stated they value the relationship with the City and residents. He further stated that the appeal included false information and requested that the Council uphold the Planning Commission's decision.

Steven Figueroa, spoke in opposition of approval of the conditional use permit for Scholarship Prep and further stated that Stone Ridge Academy provides education to children with disabilities.

Lois Smith, Upland, Executive Director of Stone Ridge Academy, stated that Stone Ridge Academy is currently operating, is certified by the Department of Education, and has not been evicted from the property.

Reginald Taylor, Law Office of Zuli Ali, stated he represents Stone Ridge Academy and there is pending litigation associated with the property and suggested that those issues need to be resolved in court prior to approval of a conditional use permit.

David Botfeld, property owner, stated that he was pleased with the possibility of Scholarship Prep occupying the property and provided information on the difficulties collecting rents from Stone Ridge Academy. He further stated that he has the right to operate the facility with a tenant who pays rents.

Chris Johnson, Attorney representing the property owner, stated that the court proceedings are not related to the approval of the condition use permit. 3

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Rachel Foy, Ontario, stated that she has been through the conditional permit process previously and works for Scholarship Prep; and further stated the positive effect they have on the community they serve and there is no fraud or misrepresentation in their conditional use permit application.

Hearing no further testimony, Mayor Velto closed the public hearing.

City Attorney Deitsch answered questions from the Council regarding the legality of the Council upholding the Planning Commission's decision to approve the conditional use permit.

Moved by: Councilmember Breitling
Seconded by: Councilmember Garcia
Adopt Resolution No. 6829 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.

Motion: Carried Unanimously
c. CONDUCT A PUBLIC HEARING TO CONSIDER THE TRANSITION OF SEWER

SERVICE CHARGES TO THE COUNTY PROPERTY TAX ROLL
This item was removed from the agenda.
d. CONDUCT A PUBLIC HEARING TO CONSIDER THE TRANSITION OF STORM

DRAIN SERVICE CHARGES TO THE COUNTY PROPERTY TAX ROLL
This item was removed from the agenda.
e. CONDUCT A PUBLIC HEARING TO CONSIDER THE TRANSITION OF TRASH

SERVICE CHARGES TO THE COUNTY PROPERTY TAX ROLL
This item was removed from the agenda.

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

CONFERENCE ATTENDANCE
Councilmember Breitling reported his attendance at the Annual San Bernardino City County Conference, along with Councilmember Zuniga, City Manager Blay, Assistant City Managers Arrula and Parker, and Police Chief Blanco. b. SPECIAL FINANCE COMMITTEE MEETING, APRIL 30, 2025
Committee Chairperson Maust provided a recap of the meeting. c. SPECIAL PUBLIC WORKS COMMITTEE MEETING, MAY 6, 2025
Committee Chairperson Breitling provided a recap of the meeting.

13. BUSINESS ITEMS

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

15. CITY MANAGER

16. ADJOURNMENT
Mayor Velto adjourned the meeting at 8:09 p.m. The next regularly scheduled City Council meeting is Tuesday, May 27, 2025.

Ken Johnson, City Clerk
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MINUTES OF THE SPECIAL WORKSHOP OF THE UPLAND CITY COUNCIL May 19, 2025
5:00 p.m.

Upland City Council
Council Chamber
City Hall, 460 N Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga
Staff Present: City Manager Michael Blay, City 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 5:00 p.m. in the Council Chamber of the Upland City Hall.

2. ORAL COMMUNICATIONS
None

3. CLOSED SESSION

4. CITY ATTORNEY

5. AGENDA ITEMS
a. PROPOSED ADJUSTMENTS TO THE FISCAL YEAR 2025-26 BUDGET Assistant City Manager Parker and Finance Manager Sullivan presented the staff report along with a PowerPoint presentation; and answered questions from the Council regarding the proposed adjustments to revenues and expenditures.

There was discussion regarding sales tax revenues and property tax revenues.

6. ADJOURNMENT
Mayor Velto adjourned the workshop at 5:22 p.m. The next regularly scheduled City Council meeting is Tuesday, May 27, 2025.

Keri Johnson, City Clerk
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°F UP CIOFUP L AND
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a e z ADDPTI J
DATE: May 12,2025 Item N
TO: MAYOR AND CITY COUNCIL NO, r
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.

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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.

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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.

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ORDINANCE NO. 1996

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 12, 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.

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Ordinance No. 1996

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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 27th day of May, 2025.

Bill Velto, Mayor

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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 12th day of May, 2025, and was adopted at a regular meeting of the City Council of the City of Upland on the 27th day of May, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

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Ordinance No. 1996

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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.

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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

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Ordinance No. 1996

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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

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Ordinance No. 1996

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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

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Ordinance No. 1996

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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

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Ordinance No. 1996

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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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IHOP S° T Mairs

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��°F °p`q� CITFUP LAND
.�, �. ]��/�: J/L//1 y �/'� "The City of Gracious Living" c4lrFOR�i, �Z v�/ �`C`/ oid
DATE: May 27,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,ASSISTANT CITY MANAGER

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

It is recommended that the City Council approve the April warrant registers totaling$12,254,232.75 (check numbers 52428 - 52851 and direct disbursements) and payroll registers totaling $1,919,203.53 (check numbers 164169 — 164178 and electronic fund transfers 54255 -54822).

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

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

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

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

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

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52475 04/02/2025 PRINTED 63221 J C I JONES CHEMICALS INC 5,191.87 52476 04/02/2025 PRINTED 1969 KIMLEY-HORN AND ASSOCIATES,INC 3,129.86 52477 04/02/2025 PRINTED 1802 KTUA 15,950.76 52478 04/02/2025 PRINTED 15595 L D M ASSOCIATES INC 18,901.25 52479 04/02/2025 PRINTED 2071 LAW OFFICE OF GREGORY PEACOCK 100,000.00 52480 04/02/2025 PRINTED 91491 LIBRARY SYSTEMS&SERVICES LLC 13,244.55 52481 04/02/2025 PRINTED 1096 MCFADDEN-DALE INDUSTRIAL HARDWARE,LLC 77.95 52482 04/02/2025 PRINTED 1123 HYATT LEGAL PLANS, INC 735.00 52483 04/02/2025 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 224.85 52484 04/02/2025 PRINTED 6625 P F SERVICES INC 1,099.41 52485 04/02/2025 PRINTED 1991 PAVEMENT COATINGS CO 67,969.86 52486 04/02/2025 PRINTED 334 PULL UP A CHAIR EVENT RENTALS 500.00 52487 04/02/2025 PRINTED 17258 ICC GENERAL CODE, INC 1,495.00 52488 04/02/2025 PRINTED 1864 REAL GONE PEST CONTROL 520.00 52489 04/02/2025 PRINTED 10638 RICHARDS,WATSON&GERSHON 40.90 52490 04/02/2025 PRINTED 2054 ROB CLARK CONSTRUCTION&DESIGNS INC 49,896.00 52491 04/02/2025 PRINTED 1534 THOMAS RODRIGUEZ 300.06 52492 04/02/2025 PRINTED 6610 SAN BERNARDINO COUNTY SHERIFF 128.40 52493 04/02/2025 PRINTED 653 SAVANT SOLUTIONS INC 2,000.00 52494 04/02/2025 PRINTED 1970 SHARP BUSINESS SYSTEMS 4,450.55 52495 04/02/2025 PRINTED 1970 SHARP BUSINESS SYSTEMS 740.80 52496 04/02/2025 PRINTED 507 SERVIAM BY WRIGHT LLP 9,932.10 52497 04/02/2025 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,238.22 52498 04/02/2025 PRINTED 1106 SPORT PINS INTERNATIONAL,INC 64.65 52499 04/02/2025 PRINTED 1608 STAFFING NETWORK HOLDINGS, LLC 4,579.86 52500 04/02/2025 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 419.80 52501 04/02/2025 PRINTED 2439 T K E ENGINEERING INC 33,060.00 52502 04/02/2025 PRINTED 1154 T-MOBILE USA 115.00 52503 04/02/2025 PRINTED 11583 THOMPSON PLUMBING SUPPLY 467.34 52504 04/02/2025 PRINTED 2065 MARC GONZALES TOVAR 100.06 52505 04/02/2025 PRINTED 1296 TRANSTECH ENGINEERS,INC 1,875.00 52506 04/02/2025 PRINTED 125411 TYLER TECHNOLOGIES INC 800.00 52507 04/02/2025 PRINTED 148 UPLAND CHAMBER OF COMMERCE 1,500.00 52508 04/02/2025 PRINTED 990 VEOLIA NORTH AMERICA,INC 133.02 52509 04/02/2025 PRINTED 392 WAXIE SANITARY SUPPLY 6.79 52510 04/02/2025 PRINTED 1725 WEST COAST ARBORISTS INC 16,860.00 52511 04/02/2025 PRINTED 1005 WESTERN ALLIED CORP 15,276.12 52512 04/02/2025 PRINTED 1993 WESTLAND GROUP,INC 682.50 52513 04/02/2025 PRINTED 999999 DINA ALCALA 500.00 52514 04/02/2025 PRINTED 999999 PATRICIA LYNN TAYLOR 18.00 52515 04/02/2025 PRINTED 999999 SAFE STEP WALK-IN TUB LLC 368.20 52516 04/09/2025 PRINTED 1681 10-8 RETROFIT INC 570.00 52517 04/09/2025 PRINTED 2075 AED PROFESSIONALS 8,330.00 52518 04/09/2025 PRINTED 12564 ALL CITY MANAGEMENT SERVICES INC 10,839.00 52519 04/09/2025 PRINTED 1291 AMTECH ELEVATOR SERVICES 1,276.26 52520 04/09/2025 PRINTED 131971 ANNEALTA GROUP 9,800.00 52521 04/09/2025 PRINTED 1729 ANTHESIS SERVICES 801.51 52522 04/09/2025 PRINTED 1374 BAY ALARM COMPANY 899.81 52523 04/09/2025 PRINTED 119661 BEST BEST&KRIEGER LLP 41,898.70 52524 04/09/2025 PRINTED 1769 BIO-TOX LABORATORIES 1,380.00 52525 04/09/2025 PRINTED 120021 BRIGHTVIEW 11,280.00 52526 04/09/2025 PRINTED 1503 BROWN AND CALDWELL 14,126.49 52527 04/09/2025 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 2,525.13

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52528 04/09/2025 PRINTED 1812 CH DIAGNOSTIC&CONSULTING SERVICE,INC 450.00 52529 04/09/2025 PRINTED 163 CLINICAL LABORATORY OF SAN BERNARDINO,INC 195.00 52530 04/09/2025 PRINTED 1220 COST RECOVERY SYSTEMS INC 12,750.00 52531 04/09/2025 PRINTED 69831 COUNTY OF SAN BERNARDINO PUBLIC HEALTH, 122.50 52532 04/09/2025 PRINTED 1500 THE CUSTOM GRAPHICS 91.59 52533 04/09/2025 PRINTED 2025 ECOGREEN VISION LLC 247,426.31 52534 04/09/2025 PRINTED 1990 FASTLANE AUTO REPAIR INC 1,558.90 52535 04/09/2025 PRINTED 96251 FORD OF UPLAND 3,503.16 52536 04/09/2025 PRINTED 78 FRONTIER 1,170.00 52537 04/09/2025 PRINTED 78 FRONTIER 591.65 52538 04/09/2025 PRINTED 78 FRONTIER 1,956.24 52539 04/09/2025 PRINTED 78 FRONTIER 164.78 52540 04/09/2025 PRINTED 111251 GNA BROOK FIRE PROTECTION INC 219.58 52541 04/09/2025 PRINTED 119151 HARDIN,SHARON 10.00 52542 04/09/2025 PRINTED 329 HOLLIDAY ROCK CO INC 1,219.45 52543 04/09/2025 PRINTED 16340 INFOSEND INC 13,858.21 52544 04/09/2025 PRINTED 4137 INLAND FAIR HOUSING MEDIATION BOARD 5,596.68 52545 04/09/2025 PRINTED 899 INTERNATIONAL CODE COUNCIL,INC 310.00 52546 04/09/2025 PRINTED 51311 IWORQ SYSTEMS INC 4,554.00 52547 04/09/2025 PRINTED 841 JOHNSTONE SUPPLY OF UPLAND 188.59 52548 04/09/2025 PRINTED 80561 KEENAN&ASSOCIATES 37,751.70 52549 04/09/2025 PRINTED 772 KIDS SPORTS NEWS NETWORK 3,500.00 52550 04/09/2025 PRINTED 675 LANDIVAR,CARLO 180.00 52551 04/09/2025 PRINTED 3020 LAW ENFORCEMENT MEDICAL SVCS 2,950.00 52552 04/09/2025 PRINTED 53781 LEAD TECH ENVIRONMENTAL 890.00 52553 04/09/2025 PRINTED 16385 MAIN STREET SIGNS 407.00 52554 04/09/2025 PRINTED 1857 MOTIVE ENERGY STORAGE SYSTEMS,INC. 29,382.36 52555 04/09/2025 PRINTED 238 MOUNTAIN VIEW CHEVROLET, INC 791.39 52556 04/09/2025 PRINTED 4850 MYERS AND SONS HI-WAY SAFETY INC 1,689.37 52557 04/09/2025 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 254.00 52558 04/09/2025 PRINTED 999 PACIFIC PRODUCTS AND SERVICES, LLC 3,970.59 52559 04/09/2025 PRINTED 14051 PRO FORCE LAW ENFORCEMENT 333.98 52560 04/09/2025 PRINTED 1864 REAL GONE PEST CONTROL 280.00 52561 04/09/2025 PRINTED 67381 ROUTE 66 CAR WASH INC 1,114.00 52562 04/09/2025 PRINTED 90591 S&J SUPPLY CO INC 821.96 52563 04/09/2025 PRINTED 11671 SAN BERNARDINO COUNTY 14,433.84 52564 04/09/2025 PRINTED 18062 SOFFA ELECTRIC INC 2,563.51 52565 04/09/2025 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 152.00 52566 04/09/2025 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 134.98 52567 04/09/2025 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 669.00 52568 04/09/2025 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 222.48 52569 04/09/2025 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,065.41 52570 04/09/2025 PRINTED 1608 STAFFING NETWORK HOLDINGS, LLC 4,364.08 52571 04/09/2025 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 786.84 52572 04/09/2025 PRINTED 26 STATE CONTROLLER 3,200.00 52573 04/09/2025 PRINTED 625 STILES ANIMAL REMOVAL 200.00 52574 04/09/2025 PRINTED 952 T TACTICAL SOLUTIONS,INC 4,978.05 52575 04/09/2025 PRINTED 11583 THOMPSON PLUMBING SUPPLY 430.59 52576 04/09/2025 PRINTED 62321 U.S.TELEPACIFIC CORP 2,237.96 52577 04/09/2025 PRINTED 570 TRANSWEST TRUCK CENTER,LLC 1,871.32 52578 04/09/2025 PRINTED 98 TRITECHSOFTWARESYSTEMS 160,371.28 52579 04/09/2025 PRINTED 1404 VELDMAN,MADISON 304.80 52580 04/09/2025 PRINTED 14735 VERIZON WIRELESS 280.07

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52581 04/09/2025 PRINTED 14735 VERIZON WIRELESS 327.88 52582 04/09/2025 PRINTED 14735 VERIZON WIRELESS 203.17 52583 04/09/2025 PRINTED 14735 VERIZON WIRELESS 120.03 52584 04/09/2025 PRINTED 14735 VERIZON WIRELESS 67.33 52585 04/09/2025 PRINTED 14735 VERIZON WIRELESS 80.02 52586 04/09/2025 PRINTED 392 WAXIE SANITARY SUPPLY 3,281.81 52587 04/09/2025 PRINTED 1325 WILLDAN ENGINEERING 8,160.00 52588 04/09/2025 PRINTED 14050 WILLDAN FINANCIAL SERVICES 21,782.74 52589 04/09/2025 PRINTED 999999 DANIATORRES 230.00 52590 04/09/2025 PRINTED 999999 GERALD HIER 150.00 52591 04/09/2025 PRINTED 999999 MALIK COLEMAN 230.00 52592 04/09/2025 PRINTED 999999 MARGARET MCCORMICK 100.00 52593 04/16/2025 PRINTED 1961 A PLUS VIEW LLC 225.00 52594 04/16/2025 PRINTED 99181 ACCOUNTEMPS 13,000.00 52595 04/16/2025 PRINTED 292 ACEVEDO,VICTOR 189.08 52596 04/16/2025 PRINTED 15750 AFLAC PREMIUM HOLDING 730.20 52597 04/16/2025 PRINTED 1243 AMERICAN GLOBAL SECURITY, INC 12,402.83 52598 04/16/2025 PRINTED 6109 AMERICAN HERITAGE LIFE INS CO 93.09 52599 04/16/2025 PRINTED 1291 AMTECH ELEVATOR SERVICES 1,277.04 52600 04/16/2025 PRINTED 2072 THE ART OF PITCHING CORP 15,000.00 52601 04/16/2025 PRINTED 6683 ATMAA INC 1,040.00 52602 04/16/2025 PRINTED 862 BADGER METER INC 4,609.46 52603 04/16/2025 PRINTED 2052 BEE WRANGLERS.,INC 1,000.00 52604 04/16/2025 PRINTED 119661 BEST BEST&KRIEGER LLP 14,766.48 52605 04/16/2025 PRINTED 120021 BRIGHTVIEW 83,516.67 52606 04/16/2025 PRINTED 52071 CA BLDG STANDARDS COMMISSION 3,352.07 52607 04/16/2025 PRINTED 83401 CARL WARREN&CO 8,333.32 52608 04/16/2025 PRINTED 1479 MAP COMMUNICATIONS INC 229.52 52609 04/16/2025 PRINTED 1167 ALERIA,TONY R 210.11 52610 04/16/2025 PRINTED 448 CINTAS CORPORATION 1,634.46 52611 04/16/2025 PRINTED 1962 ELIZABETH DALEY 14,784.00 52612 04/16/2025 PRINTED 16636 DELL MARKETING LP 17,444.72 52613 04/16/2025 PRINTED 1153 DENCO LIEN SALES,INC 1,180.00 52614 04/16/2025 PRINTED 1570 DIRECTV ENTERTAINMENT HOLDINGS LLC 156.99 52615 04/16/2025 PRINTED 73401 ERNIE'S DISCOUNT ROOTER 110.00 52616 04/16/2025 PRINTED 21131 ESRI INC 120.00 52617 04/16/2025 PRINTED 1562 EVCO CLEANING SUPPLIES LLC 147.94 52618 04/16/2025 PRINTED 2435 EVERSOFT 1,129.19 52619 04/16/2025 PRINTED 10485 EXPERIAN 75.00 52620 04/16/2025 PRINTED 1587 EXPRESS BRAKE SUPPLY&DISTRIBUTORS INC 282.63 52621 04/16/2025 PRINTED 2006 FERRO CONCEPTS USA INC 12,918.70 52622 04/16/2025 PRINTED 63011 FORENSIC NURSE SPECIALISTS INC 1,300.00 52623 04/16/2025 PRINTED 58311 G H A TECHNOLOGIES 8,465.68 52624 04/16/2025 PRINTED 2069 GEMINI GROUP CONSULTING LLC 3,827.00 52625 04/16/2025 PRINTED 290 GRAINGER 661.96 52626 04/16/2025 PRINTED 72691 HAAKER EQUIPMENT CO 150.85 52627 04/16/2025 PRINTED 1345 JULIE HERNANDEZ 4,015.00 52628 04/16/2025 PRINTED 329 HOLLIDAY ROCK CO INC 1,523.49 52629 04/16/2025 PRINTED 15090 HOLLIDAY TRUCKING INC 5,363.49 52630 04/16/2025 PRINTED 16340 INFOSEND INC 3,007.42 52631 04/16/2025 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 124,324.48 52632 04/16/2025 PRINTED 114501 INTERWEST CONSULTING GROUP 18,161.00 52633 04/16/2025 PRINTED 841 JOHNSTONE SUPPLY OF UPLAND 407.90

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52634 04/16/2025 PRINTED 80561 KEENAN&ASSOCIATES 6,135.96 52635 04/16/2025 PRINTED 53451 KENGRAPHICS PRINTING& 161.63 52636 04/16/2025 PRINTED 1732 GREGORY KILEY 3,900.00 52637 04/16/2025 PRINTED 1441 KNIGHT CLAREMONT INC 3,538.22 52638 04/16/2025 PRINTED 1039 KOALA T'S AND APPAREL,LLC 598.01 52639 04/16/2025 PRINTED 197 LOS ANGELES FREIGHTLINER 797.86 52640 04/16/2025 PRINTED 23581 MAGNOLIA COLONY APARTMENTS 1,197.63 52641 04/16/2025 PRINTED 21341 MATT CHLOR INC 6,015.84 52642 04/16/2025 PRINTED 441 MIDAMERICA ADMIN&RETIREMENT SOLUTIONS,LLC 4,713.00 52643 04/16/2025 PRINTED 2057 TRACY MONTEZ 329.00 52644 04/16/2025 PRINTED 238 MOUNTAIN VIEW CHEVROLET, INC 5,444.62 52645 04/16/2025 PRINTED 203 MV CHENG&ASSOCIATE 1,357.50 52646 04/16/2025 PRINTED 1724 VETERINARY PET INSURANCE COMPANY 736.69 52647 04/16/2025 PRINTED 16877 NEXTDAY DELIVERY SERVICE,INC 637.94 52648 04/16/2025 PRINTED 83491 NOBEL SYSTEMS 10,560.00 52649 04/16/2025 PRINTED 117121 NUCKLES OIL COMPANY INC 31,720.89 52650 04/16/2025 PRINTED 788 0 F WOLFINBARGER INC 121.80 52651 04/16/2025 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 387.40 52652 04/16/2025 PRINTED 42771 OCCU-MED LTD 620.50 52653 04/16/2025 PRINTED 30971 OCCUPATIONAL HEALTH CENTERS 669.00 52654 04/16/2025 PRINTED 1581 OPERATIONS MANAGEMENT GROUP 30,000.00 52655 04/16/2025 PRINTED 2073 PHAT MATT ENTERPRISES INC 2,807.97 52656 04/16/2025 PRINTED 869 PPS ENTERPRISES,INC 773.24 52657 04/16/2025 PRINTED 1841 PURSUIT 360 STRATEGIES LLC 6,000.00 52658 04/16/2025 PRINTED 300 PVP COMMUNICATIONS 330.00 52659 04/16/2025 PRINTED 805 R3 CONSULTING GROUP,INC. 10,000.00 52660 04/16/2025 PRINTED 2070 RAFTELIS FINANCIAL CONSULTANTS,INC 2,710.00 52661 04/16/2025 PRINTED 1864 REAL GONE PEST CONTROL 520.00 52662 04/16/2025 PRINTED 67381 ROUTE 66 CAR WASH INC 2,046.00 52663 04/16/2025 PRINTED 601 SAN ANTONIO WATER CO 181,816.53 52664 04/16/2025 PRINTED 1970 SHARP BUSINESS SYSTEMS 3,740.78 52665 04/16/2025 PRINTED 131121 SHRED-IT USA JV LLC 1,452.91 52666 04/16/2025 PRINTED 1619 PATRICIA L SONTAG 320.89 52667 04/16/2025 PRINTED 687 SONG,PAUL 135.00 52668 04/16/2025 PRINTED 1608 STAFFING NETWORK HOLDINGS, LLC 4,898.96 52669 04/16/2025 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 434.33 52670 04/16/2025 PRINTED 10218 STATE OF CALIFORNIA DMV 370.00 52671 04/16/2025 PRINTED 1156 T.R.L.SYSTEMS,INC 4,364.36 52672 04/16/2025 PRINTED 4463 NANCY K BOHL INC 4,337.50 52673 04/16/2025 PRINTED 68821 TOTAL CORPORATE SOLUTIONS 315.00 52674 04/16/2025 PRINTED 3557 UNDERGROUND SERVICE ALERT 502.39 52675 04/16/2025 PRINTED 2046 UPLAND COLLISON CRAFT,INC. 572.58 52676 04/16/2025 PRINTED 14735 VERIZON WIRELESS 6,159.21 52677 04/16/2025 PRINTED 1653 MARIA E WALWORTH 250.00 52678 04/16/2025 PRINTED 112201 WAUSAU TILE CO 2,293.26 52679 04/16/2025 PRINTED 392 WAXIE SANITARY SUPPLY 339.92 52680 04/16/2025 PRINTED 1261 WEX HEALTH INC 198.00 52681 04/16/2025 PRINTED 999999 ARIZONA PIPELINE COMPANY 392.65 52682 04/16/2025 PRINTED 999999 ARIZONA PIPELINE CONTROL 395.81 52683 04/16/2025 PRINTED 999999 CHARLES AAMODT 100.00 52684 04/16/2025 PRINTED 999999 CLINTON KERR 1,155.93 52685 04/16/2025 PRINTED 999999 J F SHEA CONSTRUCTION 993.66 52686 04/16/2025 PRINTED 999999 KOLIVA CONSTRUCTION 2,567.28

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52687 04/16/2025 PRINTED 999999 TWIN SHORES 1,071.55 52688 04/23/2025 PRINTED 851 ADVANTAGE SEALING SYSTEMS, INC 228.40 52689 04/23/2025 PRINTED 1403 ALLEN JR.,JOHN DAVID 212.40 52690 04/23/2025 PRINTED 1396 ALVAREZ,MARIA ELENA 1,110.00 52691 04/23/2025 PRINTED 1678 JOHN P ANDREWS 100.00 52692 04/23/2025 PRINTED 289 ARROW TRAILER SUPPLIES INC 22.24 52693 04/23/2025 PRINTED 308 ASPINALL,ROBIN JEAN 100.00 52694 04/23/2025 PRINTED 6683 ATMAA INC 2,800.00 52695 04/23/2025 PRINTED 3987 BALDY VIEW GYMNASTICS 1,696.80 52696 04/23/2025 PRINTED 2052 BEE WRANGLERS.,INC 300.00 52697 04/23/2025 PRINTED 1112 BEGINNERS EDGE SPORTS TRAINING,LLC 1,555.20 52698 04/23/2025 PRINTED 819 BRINKS,INC 1,106.59 52699 04/23/2025 PRINTED 5944 BURRTEC WASTE INDUSTRIES 1,602,994.96 52700 04/23/2025 PRINTED 11923 C L S LANDSCAPE MANAGEMENT 5,415.00 52701 04/23/2025 PRINTED 1007 CALDWELL,CHRISTINE 100.00 52702 04/23/2025 PRINTED 1951 CANTEEN REFRESHMENTS 1,256.81 52703 04/23/2025 PRINTED 448 CINTAS CORPORATION 3,316.77 52704 04/23/2025 PRINTED 45421 COSTAR REALTY INFORMATION GROUP INC 662.74 52705 04/23/2025 PRINTED 521 COUPLAND,DONNA 232.20 52706 04/23/2025 PRINTED 129871 CROWN TOYOTA 2,764.60 52707 04/23/2025 PRINTED 1549 CYNC SOLUTIONS INC 18,000.00 52708 04/23/2025 PRINTED 1863 DAVID L BORGER 100.00 52709 04/23/2025 PRINTED 16636 DELL MARKETING LP 16,995.95 52710 04/23/2025 PRINTED 10485 EXPERIAN 78.68 52711 04/23/2025 PRINTED 78 FRONTIER 43.19 52712 04/23/2025 PRINTED 78 FRONTIER 834.21 52713 04/23/2025 PRINTED 78 FRONTIER 1,238.50 52714 04/23/2025 PRINTED 78 FRONTIER 139.52 52715 04/23/2025 PRINTED 78 FRONTIER 96.01 52716 04/23/2025 PRINTED 58311 G H A TECHNOLOGIES 14,575.00 52717 04/23/2025 PRINTED 28871 GRAFFITI PROTECTIVE COATINGS, INC 7,176.65 52718 04/23/2025 PRINTED 1941 HASA INC 1,186.93 52719 04/23/2025 PRINTED 329 HOLLIDAY ROCK CO INC 2,396.54 52720 04/23/2025 PRINTED 1333 HR GREEN PACIFIC 14,887.25 52721 04/23/2025 PRINTED 1860 HUBBELL LENOIR CITY 4,097.32 52722 04/23/2025 PRINTED 14657 INLAND VALLEY RECOVERY SVCS 1,180.00 52723 04/23/2025 PRINTED 9463 JB'S POOLS&PONDS,INC 49.36 52724 04/23/2025 PRINTED 1269 JOHNSON,JEFFREY 100.00 52725 04/23/2025 PRINTED 53781 LEAD TECH ENVIRONMENTAL 695.00 52726 04/23/2025 PRINTED 2023 LUMEN TECHNOLOGIES COMPANY 1,455.86 52727 04/23/2025 PRINTED 1622 SHANNAN MAUST 148.67 52728 04/23/2025 PRINTED 238 MOUNTAIN VIEW CHEVROLET, INC 148.01 52729 04/23/2025 PRINTED 7816 MR T'S TOWING INC 2,850.00 52730 04/23/2025 PRINTED 16877 NEXTDAY DELIVERY SERVICE,INC 292.11 52731 04/23/2025 PRINTED 1975 SHERRI FERNANDEZ 532.80 52732 04/23/2025 PRINTED 4509 PARKHOUSE TIRE INC 855.86 52733 04/23/2025 PRINTED 33021 PELLITTERI,CHRISTOPHER 217.70 52734 04/23/2025 PRINTED 1563 PROFESSIONAL POLYGRAPH SERVICES 500.00 52735 04/23/2025 PRINTED 210 SALDANA DIAZ,NURYS E. 318.50 52736 04/23/2025 PRINTED 53 SAN BERNARDINO CNTY AUDITOR 300,275.89 52737 04/23/2025 PRINTED 4974 SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY 5,288.06 52738 04/23/2025 PRINTED 1947 SHOETERIA INC 555.69 52739 04/23/2025 PRINTED 1947 SHOETERIA INC 196.88

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52740 04/23/2025 PRINTED 1947 SHOETERIA INC 940.68 52741 04/23/2025 PRINTED 1947 SHOETERIA INC 867.02 52742 04/23/2025 PRINTED 407 SINGLETON,DENICE 342.00 52743 04/23/2025 PRINTED 1575 SISTER CITIES INTERNATIONAL INC 810.00 52744 04/23/2025 PRINTED 18062 SOFFA ELECTRIC INC 1,560.00 52745 04/23/2025 PRINTED 1608 STAFFING NETWORK HOLDINGS, LLC 3,622.56 52746 04/23/2025 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 1,422.78 52747 04/23/2025 PRINTED 1439 STATON, BRIAN 100.00 52748 04/23/2025 PRINTED 417 E&S TOWING ENTERPRISES,INC 3,000.00 52749 04/23/2025 PRINTED 625 STILES ANIMAL REMOVAL 200.00 52750 04/23/2025 PRINTED 1789 THE BRIEFING ROOM LLC 2,480.18 52751 04/23/2025 PRINTED 626 TMP ENTERPRISES,LLC 200.00 52752 04/23/2025 PRINTED 16541 ANDREW TODD 1,113.00 52753 04/23/2025 PRINTED 2046 UPLAND COLLISON CRAFT,INC. 7,973.80 52754 04/23/2025 PRINTED 4481 V C A CENTRAL ANIMAL HOSPITAL 2,041.94 52755 04/23/2025 PRINTED 990 VEOLIA NORTH AMERICA,INC 133.80 52756 04/23/2025 PRINTED 14735 VERIZON WIRELESS 9,358.29 52757 04/23/2025 PRINTED 14735 VERIZON WIRELESS 40.01 52758 04/23/2025 PRINTED 14735 VERIZON WIRELESS 483.83 52759 04/23/2025 PRINTED 14735 VERIZON WIRELESS 2,456.11 52760 04/23/2025 PRINTED 14735 VERIZON WIRELESS 1,000.33 52761 04/23/2025 PRINTED 14735 VERIZON WIRELESS 622.21 52762 04/23/2025 PRINTED 14735 VERIZON WIRELESS 931.15 52763 04/23/2025 PRINTED 760 WATER FACILITIES AUTHORITY 130.00 52764 04/23/2025 PRINTED 999999 LANCE BENNETT 100.00 52765 04/30/2025 PRINTED 1382 909 JUMPERS AND PARTY RENTALS 2,270.00 52766 04/30/2025 PRINTED 36721 ALHAMBRA REPROGRAPHICS INC 169.63 52767 04/30/2025 PRINTED 207 ADLERHORST INTERNATIONAL LLC 80.81 52768 04/30/2025 PRINTED 12564 ALL CITY MANAGEMENT SERVICES INC 16,258.50 52769 04/30/2025 PRINTED 1313 ALLIED UNIVERSAL SECURITY SERVICES 22,867.71 52770 04/30/2025 PRINTED 1956 MELINDA ALVAREZ 650.26 52771 04/30/2025 PRINTED 1729 ANTHESIS SERVICES 8,132.15 52772 04/30/2025 PRINTED 134 AQUATIC INFORMATICS INC 6,281.00 52773 04/30/2025 PRINTED 2080 SHANNON BEHRSE 583.60 52774 04/30/2025 PRINTED 120021 BRIGHTVIEW 23,690.00 52775 04/30/2025 PRINTED 195 CALIFORNIA NEWSPAPERS PARTNERSHIP 380.18 52776 04/30/2025 PRINTED 12511 CALIFORNIA COMPUTER SCHOOLS 375.00 52777 04/30/2025 PRINTED 4696 CUCAMONGA VALLEY WATER DISTRIC 67.50 52778 04/30/2025 PRINTED 1500 THE CUSTOM GRAPHICS 177.79 52779 04/30/2025 PRINTED 1408 DALQUEST,ROBERT 100.00 52780 04/30/2025 PRINTED 1153 DENCO LIEN SALES,INC 630.00 52781 04/30/2025 PRINTED 124 DEPARTMENT OF JUSTICE 1,268.00 52782 04/30/2025 PRINTED 1002 DUNN-EDWARDS 524.44 52783 04/30/2025 PRINTED 82651 ECONOLITE SYSTEMS,INC 33,480.08 52784 04/30/2025 PRINTED 124721 ERS INDUSTRIAL SERVICES INC 23,060.00 52785 04/30/2025 PRINTED 1990 FASTLANE AUTO REPAIR INC 1,483.15 52786 04/30/2025 PRINTED 78 FRONTIER 357.00 52787 04/30/2025 PRINTED 5661 G&M BUSINESS INTERIORS 829.00 52788 04/30/2025 PRINTED 58311 G H A TECHNOLOGIES 2,158.33 52789 04/30/2025 PRINTED 1603 GOLDEN STAR JANITORIAL INC 4,412.00 52790 04/30/2025 PRINTED 290 GRAINGER 1,461.64 52791 04/30/2025 PRINTED 2049 GREEN'S AUTO TECH 124.27 52792 04/30/2025 PRINTED 1938 GUARANTEED JANITORIAL SERVICE, INC. 7,480.44

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52793 04/30/2025 PRINTED 3231 HINDERLITER,DE LLAMAS&ASSOCIATES 200.00 52794 04/30/2025 PRINTED 329 HOLLIDAY ROCK CO INC 1,236.23 52795 04/30/2025 PRINTED 629 HONEYCOTT,INC 140.00 52796 04/30/2025 PRINTED 2081 DONNA HOOS 92.43 52797 04/30/2025 PRINTED 3430 INLAND EMPIRE STAGES, LTD 6,394.02 52798 04/30/2025 PRINTED 153 INLAND EMPIRE UTILITIES AGENCY 986.40 52799 04/30/2025 PRINTED 4137 INLAND FAIR HOUSING MEDIATION BOARD 6,414.71 52800 04/30/2025 PRINTED 2084 IPS DIRECT 7,901.79 52801 04/30/2025 PRINTED 284 J G BAUTISTA CONSULTING 18,600.00 52802 04/30/2025 PRINTED 841 JOHNSTONE SUPPLY OF UPLAND 587.96 52803 04/30/2025 PRINTED 1518 KRONICK MOSKOVITZ TIEDEMANN&GIRARD 8,127.20 52804 04/30/2025 PRINTED 91491 LIBRARY SYSTEMS&SERVICES LLC 11,208.11 52805 04/30/2025 PRINTED 16385 MAIN STREET SIGNS 851.24 52806 04/30/2025 PRINTED 1096 MCFADDEN-DALE INDUSTRIAL HARDWARE,LLC 136.59 52807 04/30/2025 PRINTED 2057 TRACY MONTEZ 60.00 52808 04/30/2025 PRINTED 238 MOUNTAIN VIEW CHEVROLET, INC 5,179.81 52809 04/30/2025 PRINTED 788 0 F WOLFINBARGER INC 102.23 52810 04/30/2025 PRINTED 1740 O-REILLY AUTO ENTERPRISES,LLC 291.86 52811 04/30/2025 PRINTED 4509 PARKHOUSE TIRE INC 543.04 52812 04/30/2025 PRINTED 16823 PRE PAID LEGAL SVC,INC 86.70 52813 04/30/2025 PRINTED 1731 R E S ENVIRONMENTAL INC 1,700.00 52814 04/30/2025 PRINTED 1864 REAL GONE PEST CONTROL 800.00 52815 04/30/2025 PRINTED 2078 REPORT IT, LLC 2,098.00 52816 04/30/2025 PRINTED 10638 RICHARDS,WATSON&GERSHON 113.10 52817 04/30/2025 PRINTED 67381 ROUTE 66 CAR WASH INC 883.00 52818 04/30/2025 PRINTED 3662 SAFETY-KLEEN SYSTEMS, INC 192.00 52819 04/30/2025 PRINTED 5002 SAN BERNARDINO CNTY REGISTRAR 182,609.00 52820 04/30/2025 PRINTED 606 SAN BERNARDINO COUNTY SHERIFF'S 1,863.00 52821 04/30/2025 PRINTED 653 SAVANT SOLUTIONS INC 107.75 52822 04/30/2025 PRINTED 1661 BAPPTRE LANDSCAPING,INC 13,507.18 52823 04/30/2025 PRINTED 21671 CHARTER COMMUNICATIONS HOLDINGS,LLC 1,238.22 52824 04/30/2025 PRINTED 1608 STAFFING NETWORK HOLDINGS, LLC 3,622.56 52825 04/30/2025 PRINTED 16607 STAPLES BUSINESS ADVANTAGE 469.48 52826 04/30/2025 PRINTED 162 SUNBELT RENTALS INC 741.90 52827 04/30/2025 PRINTED 1014 SUNSET ELECTRICAL CONTRACTORS 12,243.56 52828 04/30/2025 PRINTED 1156 T.R.L.SYSTEMS,INC 7,636.00 52829 04/30/2025 PRINTED 11583 THOMPSON PLUMBING SUPPLY 2,775.54 52830 04/30/2025 PRINTED 99981 THOMSON REUTERS-WEST PAYMENT CENTER 1,790.54 52831 04/30/2025 PRINTED 1148 TOTAL ENVIRONMENTAL MANAGEMENT,INC 5,100.00 52832 04/30/2025 PRINTED 570 TRANSWEST TRUCK CENTER,LLC 535.93 52833 04/30/2025 PRINTED 88301 TSR CONSTRUCTION 83,975.25 52834 04/30/2025 PRINTED 148 UPLAND CHAMBER OF COMMERCE 1,880.00 52835 04/30/2025 PRINTED 1697 WATERWORKFORCE,INC 12,015.00 52836 04/30/2025 PRINTED 1865 WATRY DESIGN,INC. 247.50 52837 04/30/2025 PRINTED 999999 ALMA ROSE PEREZ 1,000.00 52838 04/30/2025 PRINTED 999999 DAVID RUE 100.00 52839 04/30/2025 PRINTED 999999 DIANA RAMOS 50.00 52840 04/30/2025 PRINTED 999999 EDWARD HU 7,224.16 52841 04/30/2025 PRINTED 999999 GARRETT WINSTEAD 2,328.40 52842 04/30/2025 PRINTED 999999 GEORGIA OLSEN 79.00 52843 04/30/2025 PRINTED 999999 HARRIET ARREGUIN 115.50 52844 04/30/2025 PRINTED 999999 LORRAINE SMITH 221.00 52845 04/30/2025 PRINTED 999999 MARK PECKHAM 100.00

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CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 52846 04/30/2025 PRINTED 999999 MARTHA MORENO 50.00 52847 04/30/2025 PRINTED 999999 MICHAEL LANCY 5,077.40 52848 04/30/2025 PRINTED 999999 RITA RAMIREZ 10.00 52849 04/30/2025 PRINTED 999999 SHAHRAM YOUSEFIAN 8,717.80 52850 04/30/2025 PRINTED 999999 SHEILA JOHNSON 115.50 52851 04/30/2025 PRINTED 999999 XAVIER DESIGN GROUP 9,580.00 PRINTED CHECKS(424 COUNT) $ 4,848,650.10
40225000 04/02/2025 MANUAL 116231 NEOPOST USA INC 50.00 40325000 04/03/2025 MANUAL 83401 CARL WARREN&CO 49,945.45 40425000 04/04/2025 MANUAL 116231 NEOPOST USA INC 5,000.00 40425001 04/04/2025 MANUAL 43651 U S BANK NATIONAL ASSN 67,716.25 40425002 04/04/2025 MANUAL 32091 SOUTHERN CALIF EDISON CO 30,424.94 40425003 04/09/2025 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 78,825.91 40425004 04/04/2025 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS,LLC 2,270.77 40425005 04/04/2025 MANUAL 621 KAREN LONG 187.50 40425006 04/04/2025 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 1,072.00 40425007 04/04/2025 MANUAL 2041 AFSCME DC 36 990.00 40425008 04/04/2025 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,217.00 40425009 04/04/2025 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 384.00 40425010 04/04/2025 MANUAL 1597 TRUSTMARK VOLUNTARY BENEFIT ADMINISTRATOR 2,486.32 40425011 04/04/2025 MANUAL 1594 COBRA PROFESSIONALS,INC 2,316.47 40425012 04/04/2025 MANUAL 618 ICMA-RC 1,793.75 40825000 04/08/2025 MANUAL 1589 LIVELY INC 3,504.94 40925000 04/09/2025 MANUAL 543 SOUTHERN CALIF GAS COMPANY 8,053.47 41125000 04/11/2025 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 65,085.71 41125001 04/11/2025 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 31,627.14 41525000 04/15/2025 MANUAL 65181 CALPERS 231,551.92 41625000 04/16/2025 MANUAL 32091 SOUTHERN CALIF EDISON CO 247,529.99 41625001 04/16/2025 MANUAL 153 INLAND EMPIRE UTILITIES AGENCY 654,499.38 41625002 04/16/2025 MANUAL 91491 LIBRARY SYSTEMS&SERVICES LLC 121,301.00 41625003 04/16/2025 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS, LLC 34,271.06 41725000 04/17/2025 MANUAL 441 MIDAMERICAADMIN&RETIREMENT SOLUTIONS, LLC 2,095.07 41725001 04/17/2025 MANUAL 621 KAREN LONG 187.50 41725002 04/17/2025 MANUAL 736 UPLAND POLICE MANAGEMENT ASSN 1,072.00 41725003 04/17/2025 MANUAL 2041 AFSCME DC 36 990.00 41725004 04/17/2025 MANUAL 737 UPLAND POLICE OFFICERS ASSN 5,310.00 41725005 04/17/2025 MANUAL 125761 CITY EMPLOYEE ASSOCIATES 384.00 41725006 04/17/2025 MANUAL 1594 COBRA PROFESSIONALS,INC 2,316.47 41725007 04/17/2025 MANUAL 618 ICMA-RC 1,731.25 41825000 04/18/2025 MANUAL 1499 EMPOWER TRUST COMPANY,LLC 81,305.85 41825001 04/18/2025 MANUAL 1589 LIVELY INC 3,504.94 42225000 04/22/2025 MANUAL 1449 CALIFORNIA ASSET MANAGEMENT PROGRAM-CAMP 5,000,000.00 42425000 04/24/2025 MANUAL 754 PUBLIC AGENCY COALITION ENTERPRISE 112,142.38 42425001 04/24/2025 MANUAL 960 MUNICIPAL DENTAL POOL 27,658.60 42425002 04/24/2025 MANUAL 114711 METROPOLITAN LIFE INSURANCE CO 1,636.44 42425003 04/24/2025 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 167,667.92 42425004 04/24/2025 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 23,934.84 42425005 04/24/2025 MANUAL 529 KAISER FOUNDATION HEALTH PLAN 18,150.32 42525000 04/25/2025 MANUAL 760 WATER FACILITIES AUTHORITY 288,040.62 42525001 04/25/2025 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 1,485.00 42525002 04/25/2025 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 2,670.00 42525003 04/25/2025 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 4,165.00

Page 34 of 243 ends

Page 9 of 11 ends

CHECK# CHECK DATE CHECK TYPE VENDOR# VENDOR NAME CHECK AMOUNT 42525004 04/25/2025 MANUAL 1845 LWP CLAIMS SOLUTIONS INC 4,125.00 42525005 04/25/2025 MANUAL 126761 THE LINCOLN NATIONAL LIFE INS 8,468.19 42525006 04/25/2025 MANUAL 1337 STANDARD INSURANCE COMPANY 3,136.76 MANUAL CHECKS(48 COUNT) $ 7,408,283.12
51514 01/22/2025 VOID 10218 DMV (19.00) 51445 01/15/2025 VOID 999999 KOLIVA CONSTRUCTION (2,567.28) 52319 03/26/2025 VOID 1681 10-8 RETROFIT (114.19) VOID CHECKS(3 COUNT) $ (2,700.47)
PRINTED CHECKS(424 COUNT) $ 4,848,650.10
MANUAL CHECKS(48 COUNT) $ 7,408,283.12
VOID CHECKS(3 COUNT) $ (2,700.47)
PRINTED&MANUAL CHECK TOTALS $ 12,254,232.75

Page 35 of 243 ends

Page 10 of 11 ends

��or Upt City of Upland
.lta Vendor Payments Made Greater Than$100,000
_ 04/01/2025-04/30/2025
Total Paid for April 2025
VENDOR LISTING(SUM OF PAYMENTS>$100,000) TOTAL DESCRIPTION BRIGHTVIEW $ 118,486.67 Landscape Maintenance BURRTEC WASTE INDUSTRIES $ 1,602,994.96 Solid Waste Services CALIFORNIA ASSET MANAGEMENT PROGRAM-CAMP $ 5,000,000.00 Investment Activity CALPERS $ 231,551.92 Retirement/Pension
ECOGREEN VISION LLC $ 247,426.31 Library HVAC Project EMPOWER TRUST COMPANY,LLC $ 160,131.76 Retirement/Deferred Comp HARDY&HARPER, INC $ 118,028.00 Asphalt and Concrete Repairs INLAND EMPIRE UTILITIES AGENCY $ 806,312.35 Water/Wastewater Treatment Agency KAISER FOUNDATION HEALTH PLAN $ 209,753.08 Employee Medical LIBRARY SYSTEMS&SERVICES LLC $ 145,753.66 Library Management Contract LWP CLAIMS SOLUTIONS INC $ 109,157.85 Workers'Comp PUBLIC AGENCY COALITION ENTERPRISE $ 112,142.38 Employee Medical SAN ANTONIO WATER CO $ 181,816.53 Water Utility Bill SAN BERNARDINO CNTY AUDITOR $ 300,275.89 Former Successor Agency Property Sale Proceeds SAN BERNARDINO CNTY REGISTRAR $ 182,609.00 November 2024 Election SOUTHERN CALIF EDISON CO $ 277,954.93 Electric Utility Bill TRITECH SOFTWARE SYSTEMS $ 160,371.28 Police Department Crime View Annual Software Subscription WATER FACILITIES AUTHORITY $ 288,170.62 Water Utility Bill TOTAL $ 10,252,937.19

Page 11 of 11 ends

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t• �¢ '� Payroll Costs
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Payroll
3/16/2025 Through 3/29/2025 Check Date:4/3/2025
Checks $17,032.88
Manual Checks $0.00
Void Checks ($1,589.89)
Direct Deposit $748,847.81
Manual Direct Deposit
Void Direct Deposit
$764,290.80 I
Taxes
3/16/2025 Through 3/29/2025 Check Date: 4/3/2025
Federal 152,094.22
State 47,187.02
$ 199,281.24I
Prepared by: Yesica Montoya
$ 963,572.04

Page 37 of 243 ends

of UPL
` CITY OF UPLAND
a
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Payroll
3/30/2025 Through 4/16/2025 Check Date: 4/17/2025
Checks $9,268.13
Manual Checks $0.00
Void Checks
Direct Deposit $749,548.44
Manual Direct Deposit
Void Direct Deposit
$758,816.57 I
Taxes
3/30/2025 Through 4/16/2025 Check Date: 4/17/2025
Federal 149,584.54
State 47,230.38
$ 196,814.92 I
Prepared by: Yesica Montoya
$ 955,631.49

Page 38 of 243 ends

G'ti.4°F °p`qt CI TFUPLAND
.", 1. ]��/�: J/L//1 y �/'� "The City of Gracious Living" ''' 5
DATE: May 27,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER AUTHORIZING THE TRANSFER OF UNCLAIMED FUNDS TO THE

GENERAL FUND
RECOMMENDED ACTION:

It is recommended that the City Council authorize the transfer of$13,287.98 in unclaimed funds to the General Fund.

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

BACKGROUND
California Government Code Sections 50050 through 50057 address the requirements of local governments with respect to unclaimed funds. The Government Code states that for deposits and checks that are unclaimed for three years or longer,the local government may publish a listing of the unclaimed deposits and checks in a newspaper of local circulation for two successive weeks. Claims for refund are investigated as appropriate,and if valid,processed for refund. Funds remaining unclaimed after 45 days are then recorded in the General Fund.

The City,as is the case with other government agencies and private businesses,sometimes writes checks that are never cashed/claimed. Administrative Policy No.217 establishes the procedure for the disposition of unclaimed checks and deposits held in the City's liability funds in compliance with the California Government Code.

ISSUES AND ANALYSIS
Following a review of unclaimed funds dating back to 2021, a notice of unclaimed funds was posted on the City's website and published in the Inland Valley Daily Bulletin on April 11,2025 and April 18,2025. Following 45 days, from the publication of the first notice,or May 26,2025,the funds became the property of the City.

Administrative Policy No. 217 requires the City Council to be notified of all amounts that have been forfeited to the City.If the City Council authorizes the transfer of$13,287.98 in unclaimed funds,the Finance Division will make the appropriate accounting entries to transfer the funds.

This process will be completed annually moving forward.

FISCAL IMPACTS
The$13,287.98 in unclaimed funds will be deposited into the General Fund.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 39 of 243 ends

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ADMINISTRATIVE POLICY AND PROCEDURE Number 217 Effective 04/02/2025
Revised
Previous Number

UNCLAIMED FUNDS
PURPOSE:

To establish procedures for the disposition of unclaimed checks and deposits held in the City's liability funds in compliance with the California Government Code.

BACKGROUND:

The City issues checks to a variety of parties, some of which remain uncashed. The City also collects deposits from a variety of entities and individuals, some of which are never refunded. The California Government Code allows for these funds to be forfeited to the City once certain criteria have been met.

This policy establishes a standardized, City-Council approved process for writing off these uncashed checks and unclaimed deposits based upon standardized citywide criteria.

POLICY:

Funds related to uncashed checks shall be forfeited to the City when the following criteria are met:

1. Any check that has had no activity for a period of six (6) months prior to the initiation of the City's action, the City will void the check and place the balance into a liability account.

2. Any check that has had no activity for a period of three (3) years prior to the initiation of the City's action, the City will begin the notification process to allow for these funds to be forfeited to the City.

Funds related to unclaimed deposits shall be forfeited to the City when the following criteria are met:

1. Any unclaimed deposit that has had no activity for a period of three (3)years prior to the initiation of the City's action, the deposit will be voided.

2. Each Department and/or Division must keep updated reconciliations of the deposit accounts and provide the reconciliation to the Finance Division on a quarterly basis.

Amounts meeting these criteria shall be forfeited in the manner outlined below:

1. Amounts less than or equal to$30.00 or amounts for which the owner's name is unknown will become the property of the City without the need for publication of a notice.

2. Amounts of more than $30.00 for which the owner's name is known will become the property of the City after the procedures outlined below have been followed.

Additionally,following City Council action, amounts held in the liability accounts other than the General Fund may be transferred to the General Fund, as allowed by the California Government Code.

Page 41 of 243 ends

PROCEDURES:

The following procedures shall be observed:

1. A notice shall be published two (2) times, one (1)week apart, in the newspaper listing the entity or person to which the funds belong, the amount of the outstanding check or remaining balance of the deposit, and the date on which the check was issued, or the deposit was originally received.

2. Following 45 days from the publication of the first notice, the funds shall become the property of the City.

3. The City Council shall be notified of all amounts that have been forfeited to the City. If material amounts were forfeited to funds in the liability accounts other than the General Fund, the Finance Division will include language in the report requesting the City Council's approval to transfer the funds to the General Fund.

4. The Finance Division will make the appropriate accounting entries at that time to transfer the funds to the unassigned fund balance of the related liability account.

Page 42 of 243 ends

4°F p`q� CIoFUPLAND
.�, �. ' "The City of Gracious Living"
c�lrFOR�i� Z�v�/ `C`/
DATE: May 27,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER APPROVAL OF THE FIRST AMENDMENT TO THE AGREEMENT WITH HDL

COMPANIES FOR CONTRACT BUSINESS LICENSE SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve the First Amendment to the Agreement with HdL Companies for contract business license services through June 30,2026 with one remaining mutual one-year additional terms and a not-to-exceed amount of$395,000;and authorize the City Manager to execute the First Amendment.

GOAL STATEMENT
The proposed action supports the City's goal of providing services in a cost effective manner.

BACKGROUND
On September 12,2022,the City Council approved an agreement with HdL Companies for contract business license services through June 30,2025 with two mutual one-year additional terms and a not-to-exceed amount of$395,000.

ISSUES AND ANALYSIS
HdL has agreed to provide the same services as described in the Agreement for a term ending June 30, 2026. HdL currently bills$17.18 per account for each business license processed. For collections,HdL keeps 25%on past due amounts collected,plus a one-time fee of 35% for any revenues generated through discovery of new businesses and audits.

FISCAL IMPACTS
The estimated cost for contract business license services is included in the approved Fiscal Year 2025-26 operating budget.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project

Page 43 of 243 ends

CITY OF UPLAND,CA

FIRST AMENDMENT TO

MASTER SERVICE AGREEMENT FOR BUSINESS LICENSE AND

COMPLIANCE SERVICES

1. PARTIES AND DATE.

This First Amendment to the Master Service Agreement for Business License Administration and Compliance Services ("First Amendment") is entered into on the 12th of May, 2025, by and between the CITY of UPLAND, CA (CITY), and Hinderliter de Llamas and Associates, a California company ("Consultant"). CITY and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Agreement. The Parties entered into that certain Master Service Agreement for Business License Administration and Compliance dated September 12,2022 ("Agreement").

2.2 First Amendment. The Parties now desire to amend the Agreement to extend the Term of the Agreement to June 30, 2026 continuing the Business license Administration and Compliance Services.

2.3 Fees: Fees for the Business License Administration and Compliance Services during the extended Term shall be:
• Admin BL=$17.18 per account processed
• Collection Fees=25%
• Discovery Fees=35%
• Audit Fees=35%

2.4 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this Second Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

CITY OF UPLAND,CA HINDERLITER DE LLAMAS & ASSOC.

By: By:

Michael Blay, City Manager Joshua Davis,VP of TFA
Attested by:

By:

Keri Johnson, City Clerk
Approved as to form:

By:

Best Best&Krieger LLP
City Attorney

Page 44 of 243 ends

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of September 12, 2022 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and HdL Companies, a California CORPORATION with its principal place of business at 120 S. State College Blvd., Suite 200, Brea, CA 92821 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

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

Contract Business License Services (hereinafter referred to as"the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Scope of Services and Schedule of Charges set forth in Exhibit"A." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of$395,000. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed.

Payments to Consultant for work performed will be made on a monthly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or thirty nine thousand five hundred dollars ($39,500.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work)exceed four hundred thirty four thousand five hundred dollars($434,500.00). Any additional work in excess of this amount shall be approved by the City Council.

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is 1 arranted, it shall be processed in the following

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manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of:estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

5. Term.

The term of this Agreement shall be from October 1, 2022 to June 30,2025, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement for two, one-year additional terms.

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

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

8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 2

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

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. 3

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(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for(1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
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(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain,for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

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

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

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
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(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

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

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

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services,the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
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b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein,Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
c. City acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside of the State (e.g., city, municipality, county, district, public authority or other political subdivision), may procure services for fees and other terms and conditions that are substantially similar to any of the Services, Fees and other terms and conditions set forth in this Agreement, provided that such other public agency executes a separate with Consultant wherein the services rendered to such other public agency, the fees payable by such other public agency, and the other terms and conditions of such separate agreement are the responsibility of the Consultant and such other public agency and not City.

13. California Labor Code Reiuirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing,the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that 8

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affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.

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

15. Reserved.

16. Laws and Venue.

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

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

19. Organization
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Consultant shall assign Joshua Davis, Associate Director of Tax and Fee Administration as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

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

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

CITY: CONSULTANT:

City of Upland HdL Companies
460 N. Euclid Avenue 120 S. State College Blvd., Suite 200 Upland, CA 91786 Brea, CA 92821
Attn: Michael Blay, City Manager Attn: Robert Gray, Director of Tax and Fee Administration
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 10

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

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

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

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

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

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

BETWEEN CITY OF UPLAND

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

CITY OF UPLAND HDL COMPANIES
or.
kir
By: elli
By: 1 ire.• :L BLAY
NAGER Its: President
Printed Name: Andrew Nickerson
g4:47) 4-
By:

Its: CFO
Printed Name: Richard Park
(Two Signatures of Corporate Officers
Required For Corporations)
ATTEST:

By.

KERI JOH ,

CITY CLERK
12

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EXHIBIT A
Scope of Services and Schedule of Charges
13

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City

PROPOSAL FOR CONTRACT BUSINESS LICENSESERVICES
June 6, 2022
HdP Companies
SUBMITTED BY CONTACT
HclL Companies Robert Gray
Corporate Office: Brea. CA T: 714. 79.5nnn
operations Center:Fresno,rA E: reray :hdlrompaneG_ror hclI corn panies.rom

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TAF_ILF OF rONTFNTS

1. LETTER OF INTEREST 1

2. PROJECT UNDERSTANDING AND APPROACH 2
• PROPOSED METHODOLOGY

3. RELEVANT EXPERIENCE 9
• FIRM QUALIFICATIONS AND EXPERIENCE
• REFERENCES
• STAFF QUALIFICATIONS AND EXPERIENCE

4. PROPOSED CHANGES TO CONTRACT TEMPLATE . 12

5. COST PROPOSAL 13

6. APPENDIX -ACTIVITY REPORT 14
for
Proptheosal forty Contra
Uplanctd Business License Services
HdL© Companies Ci of

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LETTER OF INTEREST
June 6,2022
City of Upland
460 N.Euclid Ave.

Upland,CA 91786
Electronic Submission to [email protected]
HdL Companies (HdL)is pleased to submit our proposal for Contract Business License Services.With almost 40 years of experience, HdL provides revenue enhancement and consulting services to local governments. Our firm serves over 600 cities,counties and special districts across the nation and has recovered more than $3 billion in revenue.

We use our expertise to analyze tax data to provide relevant insights to support your financial strategies.Our commitment to innovative solutions and quality customer service is valued by our clients, proven by our 99.6%client retention rate and the over 60 California municipalities who have switched to HdL from other service providers.

Our contact information is:

Robert Gray,Director of Tax and Fee Administration
HdL Companies
120 S. State College Blvd., Suite 200 Brea, CA 92821
Ph:714.879.5000 Website: www.hdlcompanies.co .

HdL offers the following advantages:
• Relevant,timely and ongoing staff support by a team with decades of direct experience in municipal finance and budgeting, economic development and maximization of revenues. • Technology-driven resources for data analysis and reporting capabilities, providing immediate and convenient access to the most up-to-date tax and fee information.
• Expertise,analysis,recaptured revenues, and precise budget forecasts to maximize your revenue streams. • Reliable continuity of service by a firm with stable employee ownership and a low staff turnover rate.

HdL is uniquely suited to deliver our high quality and full-service solutions to the City and its business community in the areas outlined in this proposal. HdL will provide unparalleled service, reporting, and analytics due to synergies between the various tax programs requested by the City. HdL will not be using any subcontractors for the project.

HdL agrees to perform the services in the City's RFP and commit to providing the City with the dedication time, personnel and resources needed for this project. We look forward to reviewing the proposal with you in more detail and demonstrate how HdL can continue to enhance Upland's bottom line. Please call if you have questions or need additional information. I can be reached at 714.879.5000 or by email at rray@hdlcompanies_com Sincerely,
Robert Gray
Director of Tax and Fee Administration
Proposal for Contract Business License SerR•ic__
HdL© Companies City of Upland

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0 PROJECT UNDERSTHANDING AND APPROACH
INIIMEIMEME.1.. dmilii=11.1 .M1
HdL has a unique understanding of the challenges our hundreds of clients face.The City of Upland faces many of those same challenges: decreased revenues as a result of the global pandemic, limited staff,and increased operational costs. HdL is positioned to offer the City relief,while providing a superior level of service.

The Business License Tax Administration Service provides a turnkey approach for local governments that need assistance with administering business license taxes.Our team of experts can manage all or parts of the business tax operations conducted by the City.When combined with the Compliance Management services, the City receives the benefit of increased revenues and superior customer service, while reducing internal costs and gaining efficiencies.

This "trifecta" of increasing city revenues and support to the business community, while simultaneously reducing costs, is becoming more and more difficult for cities to accomplish. Our programs are so successful in this endeavor. that most of our clients not only reduce costs, but actually see new revenues exceeding the cost of the program, resulting in the City receiving the contracted administration services effectively at no cost, The City has recognized that efficiency and level of service are improved by offering the business community an on-line platform for business licensing needs. HdL offers robust online solutions for managing compliance of municipal Business License Taxes and its related functions. We are ever mindful of the important role that customer service plays in the successful implementation of a compliance and revenue collection program.Therefore, HdL will make every effort to ensure that all communications with the City's business community are kept at a professional level, maintaining a careful balance between compliance, revenue collection, tactfulness. sensitivity, and taxpayer education. HdL also provides updates on trends and legislation that could impact the City's revenue streams.

HdL is the only firm which also provides tightly integrated local tax services as needed. including modernizing your municipal code and tax structure, discovery and audit services, and consulting services which encompass any circumstance which may be encountered in the realm of local government licensing and taxes.Our compliance services integrate closely with our software,providing an electronic remittance package which eliminates data entry. • P
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Proposal for Contract Business License Services
HdL© Companies i City of Upland OM

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0 PROJECT UNDERSTANDINGANDAPPROACH

1. Business License Tax Administration
HdL's Business License Tax Administration Services include the following:

Data Migration Systems: HdL will transfer the City's existing databases from Central Square as they relate to business license tax into HdL's internal administration tools. HdL will maintain the data and provide access to or copies of data and reports at the City's request.While access to online systems will be available for the City to use at their discretion, the City will not be required to use or maintain any software in house for managing the business license registry.

Renewal Processing: All active business license accounts will receive a renewal notification within 45 days of the renewal period ending. Accounts will receive all applicable forms necessary to complete the renewal process.

Depending on City specific processes, renewals can be processed via mail, e-mail,telephone, and online.

New Account Processing: HdL will process any new business license applications and complete the new account registration process in a timely fashion and in accordance with City approved processes. HdL will also facilitate intra- city departmental approvals such as zoning, code compliance, fire inspection, and other regulatory related functions.

Using our online platform,approvals to other departments can be routed and approved via email and website access.

Depending on City specific processes, new accounts can be processed via mail,e-mail, telephone, and online.

Delinquent Account Processing: HdL will process and collect delinquent accounts through a series of City approved processing methods. This will include at minimum three follow up delinquent notices, including by mail, email, and telephone calls. Delinquent accounts will be collected with full penalties as allowed by the Municipal Code or through current City practices.

Delinquent account processing is included in HdL's standard administration program and accounts processed this way are not subjected to any additional fees.Accounts that remain non-compliant after the delinquent account process, will be processed through the City approved guidelines established in HdL's collections component of the Compliance Management Program.

On-Line /Web Services: HdL creates a unique City website which will serve as the starting point for all web-based activities.This City specific site is designed to look and feel like the City's own web pages and ensures a level of continuity between the business community, the City.and HdL.Alternatively,the City's existing website can be used as the launch point for all web-based activities,linking to the HdL managed functionality.

HdL's website offers a variety of online functions to service the business community. While most of the website is a self-service platform for the business community, HdL staff reviews each account processed online for accuracy and compliance with City guidelines and procedures. In addition to filing and paying for taxes,businesses can obtain copies of applications, general support and FAQs, schedule appointments, and request copies of their tax registration, all with the click of a button. Our on-line services underscore HdL's commitment to excellence in customer service and education by continually improving the registration and payment experience for the business community. Online functionality available to the business community includes:

Submission of a new application
• Renewal of existing account
• Closure request
• Pay a balance due
• Update account information
• Print Certificate
• Public record inquiries
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HdL© Companies City of Upland

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0 PROJECT UNDERSTA►NDINCA►NDA►PPROA►CH
Payment Posting/Processing: HdL will process all payments received in an expedited manner. License accounts will be updated daily with payment information and revenues to be disbursed to the City net applicable fees at an interval to be agreed to during the project planning phase. Disbursements typically occur monthly but can be remitted as often as weekly depending on volumes and City needs. HdL's payment acceptance process accepts the following payment types:
• Check/Money Order/Cashier's Check
• E-Check
• Debit Cards
• Credit Cards(Visa,Mastercard,Discover,and American Express) • Check by Phone
HdL currently utilizes a standard payment gateway provider for on-line payment acceptance. HdL will work with the City to determine which provider, rate structures,and card types meet the City's needs. HdL can also utilize the same provider and process used by the City's current on-line functionality for an additional set-up fee.

Business Support Center: HdL provides businesses with multiple support options for registering, renewing, making payments and for general inquiries. A local, city specific number will be provided to businesses to access one of our tax specialists, Monday-Friday 8:00am to 5:00pm Pacific. Businesses will also have access to support via e-mail,fax, and via the Business Support Center On-Line. HdL constantly monitors quality control points to ensure courteous customer service, minimal hold times(under 90 seconds), and the return of voice messages the same business day.

Client Support: Each service HdL provides has our clients' needs at the forefront of our deliverables. Our client support team stands with the City from the contracting phase and every step of the way thereafter.Whether our clients reach out to our support team by email or phone, clients can expect immediate and professional responses to all inquiries. Dedicated client support representatives assist our clients with a variety of needs, including budget and forecast support, taxpayer dispute resolution, and general business tax inquiries.

Reporting: HdL provides a variety of standard reports monthly during our remittance processes. However, each client has unique ongoing reporting needs and can require a variety of ad-hoc requests from across City divisions.

All report requests are processed and delivered to the City at no additional charge.Report requests can be delivered in formalized reporting formats or can be detailed data driven spreadsheets.

In addition to requesting reports from our client Support team, the City has access to a variety of web-based services to run reports and make selective account inquiries. Our management portal provides a number of preset reports the City can run on real-time data.Custom reports can also be added to the portal for future needs. Detailed account lookup features are also available, should the city need information about a specific business.

Ancillary Services: Business license tax departments can be relied upon by the City to accomplish many non- related tasks. Recently, the new state laws have also burdened cities with additional process requirements that rely on business license tax departments to take on unrelated work. HdL assists cities with several ancillary programs including keeping up with new legislation and assisting other City departments with their requests.Ancillary services provided as a part of the program include but are not limited to:
• S61186 state fee collection, remittance,and reporting • SB205 (Storm Water)compliance and monitoring
• Collection of additional fees(Improvement Districts, Fire Inspection, Zoning, Etc.) • Community outreach and information campaigns
• AB 2184(Privacy Rights) service of process configurations, public search modifications, and personal information security
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HdL© Companies `ty.of Upland

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0 PROJECT UNDERSTA►NDINGA►NDAPPROACH

2. Business License Tax Discovery/Compliance and Auditing Services HdL offers the most complete solutions for managing compliance of municipal Business License Tax including for Discovery, Audit, and Collections of various locally administered taxes.When selecting HdL, the City will benefit from the depth and breadth of municipal experience from a team of experts that work together with the City every step of the way.

The HdL Business License Discovery and Audit program's general scope of services is as follows:

Business License Tax Discovery
Enriched Data Portfolio/Lead Identification: Utilizing data provided by the City,as well as the HdL Enriched Data Portfolio(EDP).HdL's team builds an enhanced listing of entities subjected to licensure or taxation including, but not limited to, those businesses physically located in the City, itinerant businesses, and entities participating in the sharing economy such as short-term rentals(STRs),drive sharing services and others. HdL's data portfolio pulls from hundreds of sources such as internal sales and property tax databases.CDTFA and Franchise Tax Board lists,Secretary of State _ listings, local publications, international web-based publications, as i f well as locally administered business and tax databases letting the City capture every penny that is fair and equitably due to you. "f Field Surveys: Experienced field crews, equipped with the most Co*'j DG advanced tools available (mobile mapping/GPS systems, tablet r - -- computers pre-loaded with various City and state-wide databases, ,g « etc.) may canvass commercial areas of the City to develop and vre are enhance the leads identified in the EDP. Field Surveys provide additional inventories of active businesses as well as to provide on- 0/2ed �, site verifications of data culled from other sources.

Exception Resolution: Records are reviewed by our skilled team GIs members,filtering out records that may lead to erroneous contacts. it This extra step allows staff to find additional revenues not otherwise • identifiable through electronic means and assists in reducing potential complaints levied at City staff and management from pursuit of false positives.

Compliance Communication and Outreach: Upon exception resolution, HdL staff initiates contact with the identified entities through a series of City approved communication methods. HdL makes every effort to simplify the process for taxpayers and utilizes a variety of mediums for communication including mail, telephone, email and web-site access.Potential non-compliant entities are notified of their options to comply or dispute their non- compliant status.

Initial notification packets include everything a business needs to become compliant and multiple methods of resolving their accounts.

Proposal for Contract Business License Services
HdL© Companies City of Upland

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0 PROJECT UNDERSTANDING AND APPROACH
Compliance and Auditing Services
Analysis and Selection: Audit candidates are selected using a variety of selection methodologies developed by our audit team with decades of business license tax audit experience. Preliminary analysis reports on each business selected are shared with the City prior to moving through the audit phases.

Audit Notification and Scheduling: Businesses selected by HdL and approved by the City are sent a letter notifying them of a scheduled Compliance Analysis Audit. Every effort is made to promote a positive experience for the taxpayer.A detailed description of the requirements and relevant documentation required for the audit is provided to the business two weeks in advance of the proposed audit date. If the business is unable meet the audit date selected by the City,all efforts to reschedule the audit to a more accommodating date will be made. Businesses are also afforded the opportunity to schedule flexible appointment times by contacting the Business Support Center or visiting our online support center.

Compliance Analysis and Audit: The HdL audit team will audit the financial records of the business to determine compliance with business tax regulations. HdL validates taxing variables such as gross receipts and other relevant information for determining compliance. In addition to identifying underreporting issues,the HdL Audit Program will also focus on other compliance related issues such as assuring correct classifications, multiple location allocation, apportionment issues,and identifying business to business relationships that may create tax liability for third parties.

Audit and Compliance Report: Upon completion of the audit and analysis, and prior to additional actions, a compliance report will be generated and reviewed with the City.The report will indicate specific results of the review and recommended future actions. Documentation that substantiates the findings in the report will be included with the report to assist the City and HdL in determining next step of the process.

Deficiency and Commendation Notification: Upon final review of the audit and analysis report, businesses that are found to have deficiencies will be notified of the findings as well as the payment and appeal processes. HdL will also work with businesses found to be -
deficient to explain the current findings and educate taxpayers on proper future filing procedures to prevent future errors and deficiencies. Businesses found to be in compliance, will be sent a commendation letter thanking them for - their compliance.

Invoicing and Collections: Business found to be underreporting are 'VW" invoiced through the standard City approved collections process. Balances are collected and remitted along with supporting documentation to the City through the approved remittance processes.
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0 PROJECT UNDERSTANDING A►ND A►PPROA►CH
Proposed Work Schedule and Timeline
Event HdI_ client
Contract signed and received by HdL ✓ /
DISCOVERY - STAGE 1 (1-2 weeks) ✓ ✓
Conference Call-HdL Sales, PM,IT, Client Stakeholders - Review contract, special ✓ ✓ conditions/programming
Client to provide forms,ordinances, fee resolutions, business rules,logo(s), users authority, payment ✓ ✓ gateway.Provide contact info for client stakeholder and walk-through business license process.

Send sample letters to Client. Provide list of all information required by HdL. Provide contact info for HdL stakeholders. ✓
Provide client IT with FTP account information, instructions for sending data ✓ Upload client data to FTP server.(SQL or Access)Send screenshots (all screens for variety of account types) ✓
PROJECT KICK OFF A►ND SET UP - STAGE 2 (3-4 weeks) ✓ ✓ Project kick off conference call ✓ ✓
Begin data conversion ✓
Project Manager build tables,fee,messages,etc. ✓ Reports,forms and letters requested/development/review/edit/approval ✓ Project Manager test approval with forms ✓ HdL Tech and Project Manager review and test 1st conversion ✓ Send city the preview version of Prime (screenshots) ✓ Client to confirm user permissions ✓
Client to confirm Approvals process ✓
CO LIVE - STAGE 3 (1-2 weeks)
Sign-off on conversion fee calculation ✓ Run script in client's live database for new renewal cycles ✓
Proposal for Contract Business License Services
HdL© C o m pa n i e s City of Uplandfb

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8 PROJECT UNDERSTANDING AND APPROACH
Staff Assignments
Staff Task
Director Business registration process development Client Advisor Sales and project scope
Implementation Project manager
Consultant
Client Onboarding Communication liaison with client Developer Oversees data conversion
Reports Designer Development of reporting
Systems Technician IT liaison
Remittance Manager Monthly Financial Remittances Tax Specialists New business registration, Renewal Processing Customer Support Operations Manager Customer Support
Proposal for Contract Business License Services
HdL© Companies City of Upland

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0 RELEVANT EXPERIENCE

FIRM HISTORY
HdL© Companies Hinderliter, de Llamas and Associates(HdL)was established in 1983 to maximize local government revenues by providing allocation audits, analytical services,and software products to local governments.The firm,which is a 100%employee-owned company, provides audit and consulting services for sales, use and transaction taxes,cannabis taxes and other locally administered taxes. HdL developed California's first 1983 computerized sales tax management program and was responsible for securing legislation (AB 1611)that allowed independent verification of state allocations. HdL Software was formed in 1996 to provide innovative software processing tools for business licensing, transient occupancy taxes and other locally administered revenues.

HdL's systematic and coordinated approach to revenue management, tax administration and economic data analysis is currently being utilized by over 500 agencies in eleven states.

Currently partnering with over 220 cities and counties in California for services including business license tax/registration,transient occupancy tax,cannabis tax, and short-term rentals. HdL processes hundreds of millions in revenue annually from locally collected taxes.

FIRM OI IALIFICATIONS
HdL maintains the largest privately held sales,property, and business tax databases in California.The firm constantly improves and enhances the California Department of Tax and Fee Administration(CDTFA)raw registration data by correcting addresses and business names, differentiating brick and mortar retailers from business to business and online taxpayers and adding new business classifications to better identify emerging trends and economic opportunities. This highly enhanced database serves as the base for identifying emerging economic trends and developing budget projections that take those trends into account.

The database also includes continually updated registration data for every seller in California. allocation data for 502 of the state's 538 agencies and 239 transactions tax districts, business license data for over 700,000 businesses, property tax data for every jurisdiction in the 38 largest counties. a constantly updated automated telephone directory for all of California and thousands of business contacts developed through three decades of audit and business development activity.

To date, HdL has recovered more than $3 billion in revenue for client agencies. HdL is the leading provider of local tax revenue administration services and compliance in California. Currently partnering with over 220 cities and counties in California for services including business license tax/registration,transient occupancy tax,cannabis tax, and short-term rentals, HdL processes over hundreds of millions in revenue annually from locally collected taxes. 13roposaifor Contract Business License Services
HdL© Corn pa n ies City of Upland 9

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3 : RELEVANT EXPERIENCE
} HdL is a Corporate Partner of the League of California Cities and California State Association of Counties and works LOCALGOVERNMFNTS extensively with the State Association of County Auditors.

AND California Societyof Municipal Finance Officers(CSMFO)and SPECIAI DISTRICTS FOR OVFR California Municipal Revenue and Tax Association (CMRTA) 40 YEARS on anticipation and planning of programs to strengthen local government revenues, and monitoring of legislative actions which impact local governments,
1 0 0 O This close understanding of local government needs coupled O with extensive datahaces and advance methodology provides for the most relevant, productive and responsive, revenue recovery, forecasting and economic services available.

LEAGUE CALIFORNIA (iti(
OF CAI IFORNI.a SOCIETYOIMUNICIPAL
CITIES" FINANCE OFFICERS
csMFo CMRTA
RFFFRF_NCFS
City of West Covina - Business License Services Client Since 1998 Paulina Morales,Assistant City Manager,626.939.8401,pmorales@westcovina,org 1444W. Garvey Avenue South I West Covina, CA 91790
HdL currently provides business license administration and compliance services and transient occupancy tax services.

City of Lancaster- Business License Services Client Since 2019 George Harris,Finance Director, 661.723.6000,[email protected] 44933 N. Fern Ave.. Lancaster,CA 90712
HdL currently provides business license administration, discovery and compliance services and transient occupancy tax services.

City of Vallejo- Business License Services Client Since 2020 Rekha Nayar.Finance Director, 707.648 4527 rekha.nayar@cityofvalleio,net 555 Santa Clara Street,Vallejo, CA 94590
HdL currently provides business license administration, discovery and compliance services and transient occupancy tax services.

Proposal for Contract Business License Services
HdL© Companies City of Upland 10

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RELEVANT EXPERIENCE
Business License Tax Analysis Team
HdL's key staff has extensive local government experience, having previously held positions in city management, finance, planning, economic development, and revenue collection. The HdL team includes several experienced business license tax department supervisors, certified revenue officers (CROs).and prior CMRTA board members Robert Gray- Director of Tax and Fee Administration Solutions Mr.Gray serves as Director of Tax pt Fee Administration and has been with the firm since 1996.He has extensive experience in the design, development, implementation and support of local tax software systems for local government. He has played a key role in the design of 8 municipal software systems and approximately 275 sirrrecefnl implementations of those systems.He introrirrred HdL's local tax services, which provide tax administration and consulting services to an ever growing number of municipalities. While leading HdL's Tax Pt Fee Administration team through a period of significant growth, he has ensured that the team maintains its commitment to providing excellent customer service. He also oversees software development and IT as HdL's CIO. He earned a Bachelor of Science degree in Computer Science and a n MBA from Azusa Pacific University.

Joshua Davis -Associate Director of Tax and Fee Administration ilk Mr, Davis has over 20 years of experience with local tax administration,discovery, and audit, and oversees a skilled team which provides the most sophisticated local tax administration services available to California municipalities. Trained in revenue audit and discovery techniques, he is skilled in navigating the complex scenarios and needs often encountered during such services.He also possesses strong technical and business process capabilities which he employs to aid HdL clients in meeting their strategic objectives. Prior to joining HdL, he was employed as a compliance service manager at a government services firm. His reputation amongst municipalities is that of a very capable local taxation expert who will help the municipality achieve their objectives while providing excellent customer service throughout the engagement.

Notable projects he has managed include a long term and broad engagement supporting the City of Beverly Hills business tax team and administering business tax for the City of Roseville.All services provided through Mr.Davis's team enable municipalities to administer their tax programs more effectively,through both efficient operations and increased discovery and collection of tax due.

Connor Duckworth- Client Advisor
fi' Mr. Duckworth has over ten years of experience working for both State and local municipalities and providing political consulting to candidates on a number of races and referendums. As a project )1, manager, he is responsible for the development and implementation of business license. tax. and revenue related products and services. He has served as a lecturer and mentor to municipalities nationwide and served as a Vice-President on both Division and State Boards for the CMRTA. He has won the CMRTA Lighthouse Award of excellence for creating the top business license and revenue program in the State. Additionally.

Mr, Duckworth was elected to a countywide office for eight years which served the needs of over 200.000 residents.

Proposal for Contract Business License SeR ie
HdL© Companies City of Upland •

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4 I REQUESTED CHANGESTO CONTRACT
HdL will request modifications to the indemnity/liability limitation language.

Also, if awarded the contract, HdL requests the following language be added if agreeable to the City:

Client acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside oil the State(e.g., city, municipality, county, district, public authority or other political subdivision) may procure services Or [fees and other terms and conditions that are substantially similar to any off the Services, Fees and other terms and conditions set(forth in this Agreement, provided that such other public agency executes a separate agreement with Consultant wherein the services rendered to such other public agency, the[fees payable by such other public agency, and the other terms and conditions o[f such separate agreement are the responsibility off Consultant and such other public agency and not Client.

Proposal for Contract Business License Sen.ices
HdL© Companies City of Upland

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COST PROPOSAL

1. Business License Tax Administration
The fee for this service is $16* per processed account, which is any account for which an application or renewal/ return was processed, or active account which was sent a renewal notice.

CPI increase applied annually

2. Compliance Services -Business License Tax Discovery and Audit The fee for discovery and audit services is 40%of the revenues and 25%of the collections received as a result of the service.

Discounts
Hdl understands the City has an active enforcement program and realizes the two programs may overlap with each other. As such, accounts worked by both the City and HdL will result in the standard fee discounted by 50%.

3. Hourly Rates
Additional services beyond the scope of services in this proposal are priced separately depending on the complexity of the tasks involved. Such fees can either by fixed or time and materials.Our currently hourly rates are listed below.

Hourly Rate
Principal $325
Programmer $295
Senior Analyst $245
Analyst $195
Proposal for Contract Business License Services
HdL© Companies City of Upland

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APPENDIX
Activity report for current services follows this page.

HdL© Companies
Proposal for Contract Business License Services
City of Upland 14

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April 22, 2021
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SUBMITTED BY CONTACT
HdL Companies Josh Davis
120 S• State College Blvd.. Ste 200 T:(71.4)^79-1:J000 Ext• 3113 Brea, CA 92021 E; jdavis@hdlcompanies com
hdlcompanies.Com

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Table of Contents
Introduction 2
Investment in Services 2
Recent Events 2
Operation Management 4
Business Demographics in Brief 5
New Businesses - Application and Reinstatement 6 Annual Business License Renewal 6
Parking Business Improvement Area(PBIA) 7 Business Support Center 8
Phone Calls and E-mails 8
Web Processing 9
Hard Copy Mail 9
Client Support Team 10
Remittance Support, 10
Custom Reports 11
Conclusion 11
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Introduction
This report provides an overview of the services HdL has provided to the City of Upland for Business Tax Operation Management since launching our Operations Management Service on May 28,2014. The report also summarizes specific projects that HdL and the City have completed during last five years.

Investment in Services
As your administrator,we have stewarded $6.348.806 in Business Tax since 2016. We have done this with flexible staffing that meets your highly variable demand. For example, in January, peak call volume alone can exceed 80 phone calls per day, far exceeding the capacity of a single resource.By shifting resources,we were able to handle all of those calls within our agreed upon SLA,ensuring no businesses were waiting for assistance.

At the same time with our flexible service,we were able to handle 600 to 700 e-mails during peak demand within a few business days,rather the weeks itwouldtake for a staff of 1 to 2 FTEs." (Please see the section titled Support Center" where you will find key success metrics and the volume of licensingoctivities.) The average annual cost of services has been approximately $85,000 for Business License Operation Management-or typically around 5%of total revenues.

As result of HdL's Discovery and Compliance Services,our team has identified and worked with the City to collect $910,032 in additional Business License Revenue that otherwise would have not been collected by the City. If one were to offsetthe cost of operation management services with recoveries from the Discovery and Collection programs,the return to the City has been more than$500K since the start of service,in other words,the rate of return is 210%on investment. Another way to view this is that HdL not only performed business license services for the City at no charge,but paid the City to do so,as the net cost of our operations service was-$500.000.

Recent Events
HdL has worked hand-in-hand with the City on everything from regular e-mail blasts to custom reports to coordinating last minute renewal changes due to state legislation. Due to HdL's,large client base,we are able to gain efficiencies from the management of over 100 unique license and tax programs. As an HdL client the City has saved an estimated $70K in custom software modifications, report development and other process enhancement related fees incurred by other cities that need to make changes to adapt to new legislation.

State of CaliforniaA62184-Immigrant Business Inclusion Act:

HdL implemented a series of software upgrades and process enhancements for the new state law that became effective on January 1.2019.The bill required the removal of any section of the business license application exclusively requiring a social security number, Instead,a business license application must provide a means for accepting alternative forms of identification, including a California driver's license, identification number,or an individual taxpayer identification number(ITIN).The bill also allowed for the applicant to provide an address where the individual consents to receive service of process and would require a jurisdiction to accept a post office box or private mailbox that meets those requirements.

State of California SB234-Family Daycare Homes:

HdL adjusted the business license process for residential based daycare facilities for the new state law that became effective on September 5.2019. The new law required a large family daycare home with up to 14 children to be treated as a residential use of property. The bill also prohibited a local jurisdiction from imposing a business license,fee,or tax for the privilege of operating a small to large family daycare home.

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State of California S6205 -Stormwater Discharge Compliance:
• HdL implemented processes and procedures for the new state law that became effective on January 1, 2020.The bill mandates that local government agencies ensure that businesses regulated by the State Water Resource Board(SWRB)follow the NPDES permit program as part ofthe agency's business license process, for both applications and renewals. HdL has put in place several software and process modifications to accommodate the new legislation that utilizes SIC codes to indicate which businesses are required to demonstrate compliance. In general, HdL has been handling all business license tax requirements as they relate to this bill for the City of Upland.

COVID-19 Pandemic:

The pandemic and resulting global public health challenges this year have had a major impact on local governments and the State of California. HdL has worked closelywith the City of Upland to implement a series of process changes and outreach programs to the business community during this tumultuous time.

New Business Approval Process-Effective February 2021
• As of February 2021,the City of Upland implemented a "New Business"process whereby business must first receive an approval from the Zoning Department in order to conduct business in the City. Once a new business has received approval from Zoning, a business license application with City approval documentation is submitted to HdL to complete the remainder of the process. Our team worked with the City to implement this change for this renewal season.

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Operation Management
Over the last five years, HdL has processed approximately 21,650 renewals and 5,400 new applications and stewarded over$7 4 million in business taxes.The charts below show the BusinessTax received for 2016through 2020 and the count of business license for 2016 through 2021 filing periods.While there has been a decline in 4th Quarter business renewals as of 2020, mid-year renewals remain strong. Furthermore,the City's 2020 Business Tax Revenue appears to be in line with the City's steady and continuous growth.

YTY Business Tax Revenue Collection
Based on Payment Date
$1,750,000
$1,500,000
$1,250,000
$1,000,000
$750,000II II
$500,000
$250,000
944,51 1247,1 9 $ ,1�42,7c�7 $1,334.802 $1,353,937 $1,430,000 $0
2016 2017 2018 2019 2020 2021
Historical Business Market Trend
Based on Expiration Date
3,500
3,000
aa)

2.500
2,000
° 1,500
§ 1,000
500
0 2016 2017 2018 2019 2020 2021
License Expiration
Jun Filers Dec Filers
Page

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Business Demographics in Brief
For businesses with a license expiration date of 2021,there are 3,687 businesses inside the City of Upland and 1,288 that are based outside the City. In the comparison below,local businesses contribute notonly the majority of businesses tax but hold a slightly greater tax burden.

Percentage of Business Based Business Tax&Fees Percentage Inside During 2021 for Period Ending 2021
74% 26% 83% 17%
•
!Inside Ur Outside •Inside •Outside
Percentage of Revenue Contribution from Inside Businesses By Expiration Dote 2019 - 2021
[34
General Businesses
s 31%
31%1
26%I,
Service Businesses ,,, "R`" •"'°29%
.S.
28% .
7%I
Professionals eigN7%
7%
6%
Commercial Rentals E ,6% 3
7%
®6%I
Contractors j 6%
6%
4% I
Residential Rentals 4%
4%
0% 5% 10% 15% 20% 25% 30% 35% 40% ■2021 •2020 r 2019
ategories used in the chart above were simplified to assist with graphic representation of the overall figures.

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New Businesses -Application and Reinstatement
The City of Upland has an average of approximately 1,200 new applications and reinstatements annually and retains an average of 45%of new businesses after their firstyear of business.New business applications and first renewals saw a dramatic decrease for periods ending 2020/2021 because of COlVD-19.

Applied/ Period Fnding
Reinstated 2016 2017 2018 2019 , 2020 2021(YTD) Inside 652 595 595 648 439 381 Outside 625 704 704 659 344 380 Totals 1,377 1,299 1,299 1,307 783 761 Annual Business License Renewal
On average,HdL sends 5,350 renewal notices in a year to active businesses registered with the City of Upland.

Each business notified receives all the necessary forms and instructions required to complete the renewal process.

Notices Sent -
Period inning 2016 2017 20.18 2019 2020
June Filers 2,411 2,334 2,303 2,385 2.186 December Filers 2,920 2,869 3.105 3,285 2,958 _ This year for business renewing their license in January 2021 HdL sent a reminder by mail ahead of the renewal form to direct more businesses to the online portal.As a result,December 2020 saw a boost in online renewals.

The summary shows the number of renewals received based on timeframe in which they were submitted and the number of corresponding online renewals.

Renewal Status Renewal Online
Periods Ending Count Inside Outside Renewal 2016 Totals 4.126 3,245 881 1,279
2017 Totals 4,230 3,355 875 1,267
2018 Totals 4,312 3,386 926 2,538
2019 Totals 4,385 3.434 951 2,800
2020 Totals 4,468 3,492 976 2,941
2021 Totals _ 4,253 3,348 905 3503
Grand Total 21,648 17,015 4.633 13.049 Page

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Parking Business Improvement Area (PBIA)
In addition to Business Tax,Ha also administers and collects the Parking Business Improvement Area (PBIA) fees for approximately 300 businesses in the Downtown area of Upland. Below is a summary of the number of businesses by zone and class type.

PBIA Zones Business Count PBIA Revenue
2021 2021
Zone A,Class A 1.4 $2,193
Zone A.Class B 57 $9,850
Zone A.Class C 116 $37,693
Zone A,Class D 9 $2.311
Zone A, Exempt/$0 Fee 26 $0
Zone B,Class A 2 $243
Zone B,Class B 31 $3,050
Zone B.Class C 32 $5,563
Zone B.Class D 2 $1,281
Zone B,Exempt/$0 Fee 6 $0
Totals 295 $62,183
Average Percentage of PBIA Revenue By Zone
By Expiration Dote
Zone A Zone B
84% 16%
Page

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Business Support Center
HdL's Business Support Center provides direct access to tax specialists for the City's businesses to ensure prompt and efficient service. Tax specialist are available by phone, e-mail,by web, or by post mail providing multiple means of registering,renewal,making payment or answering business license related questions.

The following chart shows the annual workload hours by media categories.

Annual Workload Hours by Category
484:51:00 F 425:05:00 196:11:00 133:24:12 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
■Phone Calls •Emails ■Web Processing •Hard Copy Mail
Phone Calls and E-mails
HdL's phone and e-mail system is designed to help business owners reach tax specialists who can best assist them with their specific situation while reducing wait times. Data is collected and analyzed to continuously improve our responsiveness.

Avg.Phone Call Talk Times
Businesses have wait times of 30- 60 seconds. Less than 60sec 14/0
Most calls take 5 to 10 minutes from start to
finish. Primary calls are questions about their
business license or contractors obtaining 10+
minutes
business license. 11% 1 to
Phone Calls Total — minutes
50%,
2020 Q1 2.366 5 to 1n
mini tec
2020 Q2 1,229 25%
2020 Q3 1,664
2020 Q4 1,850 • Less than 60 sec • 1 to 5 minutes 2021 Q1 1,308 ■ 5 to 10 minutes 10+minutes The majority of e-mails are answered within 2 - Avg.Email Processing Times 3 business days.The majority of e-mails
received for businesses are providing _-
additional information which allow tax 5.010
Minutes
specialists to finalize business application and 11% renewals.

Less Than 5
Emails Total Minutes
2020 01 1,350 ^n%
10+
2020 Q2 85.4 Minutes
9%
2020 03 961
2020 Q4 1,627 • Less Than 5 Minutes 5 to 10 Minutes 2021 Q1 1,583 a 10+Minutes

Page 8 ends

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Web Processing
HdL's online filing system allows businesses to instantly submit business license renewals and new applications, address balances on accounts, or report the closure of their business. An increasing number of the City's businesses file online. We send an e-mail notification to the business when the renewal has been received and then either email or post the certificate to the business.

Web Renewals Web ApTrations
4,000 1000
3,000 800
600
2,000
400 fi
1,000
0 I I I 2000
co m tio 0 � a m` a m ? 1 rj} t; 8 a"i 1- a 2 a H o z LL g a g a o z 2019 2020 2021 2019 MI 2020 J 2021
Web Payments/(Outstanding Balances)
1000 200
800 150
600
100
400
50 200
1 1
0 # 0
s tom' $ a"i - LL '° a - ¢ t; z LL a
a g o Z o g < ,n o
2019 M 2020 ■2021 „;,2019 al 2020 t:i 2021
Hard COPY Mail
On average,the City receives 170 pieces of mail monthly. 63%percent of those are payments and renewals and 12%are new applications,closures,and supporting documentation.

Distribution of Hard Copy Mail
•Application/Closures/Misc
■ Renewals/Payments
56%
18%
• Return Mail
Page

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Client Support Team
HdL's Client Support Team has closely working with the City of Upland since May 2014. Since the launch, our Client Support Team has built and fostered relationships to troubleshoot or aid in changes the City has implemented. HdL sends remittance and custom reports to City staff on a monthly basis in addition to ad hoc reports. Also.HdL collects and remits SB-1186 funds to the State quarterly and prepares quarterly and annual report filings to State.

Remittance Support
The table below shows business tax and fees collected in Calendar Year(CY)2019 and CY 2020.

Remittance Payment Information CY 2019
Business Tax- Employee Based $82,453.79 $84,019.13 Business Tax- Flat Fee $8,362.09 $6,145.85
Business Tax - Gross Receipts Based $1.014555.40 $990,715.34 Business Tax- Unit Based $43,790.08 $44,487.41 Business Tax- Penalties $185,640.70 $114,280.31 Special Fees - Bingo $50.00 $50.00
PBID- Zone A $62,235.98 $46,859.80
PBID- Zone B $12,628.08 $9,980.46
New License Application Fee $17,719.00 $14,550.20 Non-Profit Processing Fee $2.00 ($1.00)
Address Amended Fee $2.00 $5,550.90
Badge Permit Fee $22.00 $22.00
Planning g Zoning Fee $49,327.65 $73,769.80
SB-1186 Fees-City Portion $20,504.10 $21,372.50 SB-1186 Fees-State Portion $2,336.90 $2,382.50
Banking Fees $245.00 $146.70
Other ($75.60) $1.00
Grand Total $1,499,799.17 $1,414,332.90
The following charts show the revenue from and count of transactions by payment method:

Revenue By Transactions Count of Transactions
$750.000 3.500
$625,000 3.000
$500,000 2.500
$375.000 2`000
$250,000 1.500

1.000
$125.000 500I II
$0 0
Credit.Card Check eCheck Credit Card Check eCheck 2019 2020 fg 2019 2021

Page 10 ends

Page 84 of 243 ends

Custom Reports
The City regularly requests custom reports from HdL's Client Support Team. We have provided reports for the the finance department, economic development, PBIA,and other City departments on a weekly,monthly,and annual basis. Below are some of the more common reports that are generated for the City on a reoccurring basis. • New Business Reports-Weekly and Monthly.
• Top Employee Counts - Requested by Economic Development. • PBID Reports - Reoccurring listing of active businesses in the downtown area. • Essential Businesses- Reports generated in response to COVID-19. • Public Records Request-Ad hoc reports requested by the community. • NPDES Business Report- Report generated in response to SB 205. • "In-City"Active Business Reports -City requested reports focusing on specific business sectors such as salons,restaurants,tobacco shops,and others.

Conclusion
HdL has provided the City with services thatare geared towards adding va I ue and a!lowing operationa I flexibility.

HdL's Business Support Center serves the business community with efficiency and care while HdL's Client Support Team provides white glove financial,operational,analytical reports as well as collaborating on solutions to external events. HdL looks forward to furthering our partnership with the City of Upland.

Page

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EXHIBIT B
Tax and Fee Administration Services and Fees
Business License Tax and Fees
City of Upland,CA
EXHIBIT B — This EXHIBIT B provides the scope of Services and Fees for tax and fee administration related to business license tax and fees pursuant to the Master Services Agreement dated September 12,2022 ("MSA").

The MSA includes the main body of the MSA,this Schedule,and all other Schedules to the MSA. Terms not otherwise defined herein have the defmitions given to them within the main body of the MSA.

SCOPE OF SERVICES
Consultant will provide the following Services relative to Client's business license tax administration.

1. Operations Management Services

1.1. Establish and maintain database of Client businesses.

1.2. Receive and process applications,renewals and payments in a timely fashion.

1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by Client.

1.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Consultant license specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

1.5. Remit revenue to Client no less than monthly.

1.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.

2. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2) collect known debt as pertains to business license or tax,and 3)identify under-reported tax liability.

2.1. Discovery Services

2.1.1.Develop a list of businesses subject to Client licensure or taxation.

2.1.2.Notify non-compliant businesses of their options to comply or dispute their non-compliant status.

Notification and support to businesses will be facilitated through the website,mail,email,phone and fax.

2.1.3.Review information and forms submitted by the business for completion and accuracy,inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to Client upon request.

2.1.4.Provide businesses with detailed invoicing and options to pay via website,mail,and phone.

2.1.5.Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.

2.2. Collection Services

2.2.1.Identify businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.

2.2.2.Notify businesses of their options to comply or dispute their non-compliant status.

2.2.3.Provide businesses with detailed invoicing and options to pay via website,mail and phone.

2.2.4.Remit revenue to Client no less than monthly.

2.3. Audit Services

2.3.1. Identify potential under-reporting and/or misclassified businesses.

2.3.2.Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.

2.3.3.Submit audit summaries to Client and discuss further actions.

2.3.4.Educate businesses on proper reporting practices. 1211802.2 Page 1 of 3

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EXHIBIT B
Tax and Fee Administration Services and Fees
Business License Tax and Fees
City of Upland,CA

2.3.5.Invoice and collect identified delinquencies.

3. Online Payment Processing—Consultant's services include PCI compliant payment processing services powered by FIS Global,which supports both credit card and eCheck transactions.

3.1. Client Responsibilities

3.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications,agreements,certifications or other documents required by FIS Global,Networks or other third parties whose consent or approval is necessary for the processing of Transactions by FIS Global. "Network"is an entity or association that operates,under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation,American Express,and Discover.

3.1.2.Client hereby grants Consultant the full right,power and authority to request,receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

FEES

4. Operations Management Services

4.1. Fees for performing operations management Services shall be $16.00 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.

4.2. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers(CPI- U),West Region,as reported by the U.S.Bureau of Labor Statistics(the"CPI Change").Each annual increase in the Fees will be equal to the greater of two percent(2%)or the actual CPI Change and the lesser of ten percent(10%)or the actual CPI Change. For example,if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%,then the annual increase will be 3.5%,and if the actual CPI Change is 12%,then the annual increase will be 10%.

4.3. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation,training,operations and support).Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by Client.

4.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client's monthly revenue disbursement.Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

5. Compliance Services

5.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees). Note: Hdl understands the City has an active enforcement program and realizes the two programs may overlap with each other. As such, accounts worked by both the City and HdL will result in the standard fee discounted by 50%.

5.1.1.Fees for performing discovery Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.

5.1.2.In the event that Client discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultant will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate. 1211802.2 Page 2 of 3

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EXHIBIT B
Tax and Fee Administration Services and Fees
Business License Tax and Fees
City of Upland,CA

5.1.3.Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.

5.1.4.Fees for performing audit Services shall be a contingency Fee of 40%of the revenues received as a result of the Services.

5.2. Consultant recognizes Client's authority to waive or reduce the tax/fee debt of a business. Should Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half(1/2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection(i.e. statute of limitation or other legal defense)shall not be considered a Client voluntary election to waive,and thus,Consultant would not be entitled to compensation related thereto under this provision.

5.3. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation,training,operations,and support).Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by Client.

5.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client's monthly revenue disbursement.Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

6. Payment Processing—Consultant will configure payment processing services to utilize either a taxpayer funded model(convenience fee)or Client funded model,as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

6.1. Taxpayer funded model — Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

6.1.1.Credit and debit card processing—2.9%of transaction amount,minimum of$2.00

6.1.2.ACH/eCheck processing-$1.25 per transaction

6.2. Client funded

6.2.1.Credit and debit card processing—2.9%of transaction amount

6.2.2.ACH/eCheck processing-$0.50 per transaction

6.3. Returned payments/NSF fee—Each occurrence of a card chargeback,returned payment or insufficient funds will incur a fee of$25.00,to be applied to the taxpayer's account.

6.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing,with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments,average consumer payment amounts,card type utilization,and costs of service.
1211802.2 Page 3 of 3

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Docusign Envelope ID:644EAFF2-4417-41 F2-A42B-OEC516CE3F3A 4or
U CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
ogt4-roll
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):

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):

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. �Signed by:
5/2/2025 10:26:39 AM PDT I jDS� P s
G.,A.,07�31 EBF4E7...

Date Signature of authorized individual
HDL Companies/Joshua Davis
Company/Applicant Name
(Levine Act definitions on reverse side)

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Docusign Envelope ID:644EAFF2-4417-41 F2-A42B-OEC516CE3F3A

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.

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��°v °p`q� CITFUP LAND
.�, . ]��/�: J/L//1 y �/'� "The City of Gracious Living" �lrFOR�i� �Z�v�/, �`C`/
DATE: May 27,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER APPROVAL OF TWO PROFESSIONAL SERVICES AGREEMENTS WITH

WILLDAN FINANCIAL SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve the Professional Services Agreements with Willdan Financial Services for financial services related to debt issuances in an amount not-to-exceed$50,000 and annual Community Facilities District administration in an amount not-to-exceed$85,000;and authorize the City Manager to execute the three-year term Agreements.

GOAL STATEMENT
The proposed action supports the City's goal to provide sound fiscal stewardship for the City.

BACKGROUND
Willdan Financial Services (Willdan) was founded in 1988 and is an operating division of Willdan Group, Inc., founded in 1964. With 80 employees, it has assisted over 800 public entities with various public agency needs and for at least 5 years has provided excellent and reliable debt issue related services to the City of Upland. Willdan's institutional knowledge and consistent reliable service is deemed to be the most beneficial choice for staff efficiency and cost effectiveness.

On September 26,2022,the City Council approved Professional Services Agreements with Willdan Financial Services for financial services related to debt issuances in an amount not-to-exceed$40,000 and annual Community Facilities District administration in an amount not-to-exceed$71,000.The term was for three(3)years through June 30,2025.

ISSUES AND ANALYSIS
There are many annual compliance requirements related to public debt issuances. Willdan has been very instrumental in assisting staff with ensuring compliance and meeting filing requirement deadlines. Willdan currently manages compliance of the following City of Upland public debt instruments:

1. Energy Efficiency Lease

2. California Renewable Energy Bonds(CREBS)

3. 2022 Water Revenue Refunding Bonds

4. Water Revenue Bonds Series 2022

5. 2019 California State Water Resources Board Construction Loan

6. Multi-Family Housing Revenue Notes, Series 2021

7. 2013 Tax Allocation Refunding Bonds

8. 2016 Tax Allocation Refunding Bonds
Services for the above include:
• Preparation of the Arbitrage Rebate Calculation
• Preparation and filing of the Annual CDIAC Reports required by the California Debt and Investment Advisory Commission(CDIAC)
• Monitoring and timely distribution of required Continuing Disclosure notifications

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The City also has the fiduciary responsibility for managing various Community Facilities Districts(CFD's)including:

1. CFD 2003-1 Upland 54

2. CFD 2003-2 Improvement Area 1 (The Colonies)

3. CFD 2003-2 Improvement Area 2(The Colonies)

4. CFD 2015-1 Improvement Area 1 (Sycamore Hills)

5. CFD 2015-1 Improvement Area 2(Sycamore Hills)

6. CFD 2016-1 Improvement Area 1 (Harvest at Upland)

7. CFD 2016-1 Improvement Area 2(Harvest at Upland)
Annual third-party administration of the above CFD's include:
• Verifying permits pulled for new construction within the district • Initiate calculation of the City's annual CFD administration budgets • Interprets,implements and monitors tax rate and apportionment agreements • Calculates the annual assessments per CFD and transmits the required files to the county by required deadlines to be included in the annual tax rolls
• Provides delinquency management including the mailing of reminder,demand and foreclosure letters • Monitors for qualifying events and ensures the timely filing of the required Continuing Disclosures The City also manages two(2)Community Service Maintenance Districts:

1. CFD 2016-2 Harvest at Upland

2. CFD 2017-1 Sycamore Hills
The consultants'services provided include:
• Procures annual maintenance cost budgets from the city including the city's annual administrative cost • Interprets,implements and monitors tax rate and apportionment agreements • Calculates the annual assessments per CFD and transmits the required files to the county by required deadlines to be included in the annual tax rolls
• Provides delinquency management including the mailing of reminder,demand and foreclosure letters

FISCAL IMPACTS
The consultant fee for Debt Issuance compliance is a not-to-exceed amount of$50,000. Funds are available in the Finance Professional Services Account No. 1011301-5252.

The consultant fee Consultant for annual Community Facilities District(CFD) is $85,000. Consultant fees related to CFD compliance and administration are accounted for in a Fiduciary Fund and as such,are not considered an expense of the city(cost is born by property owners within the specific districts)and therefore are not budgeted.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of July 1, 2025 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Willdan Financial Services, a California Corporation with its principal place of business at 27368 Via Industria, Suite 200, Temecula, CA 92590 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

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

Financial services related to debt issuances (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $50,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed $55,000. Any additional work in excess of this amount shall be approved by the City Council. 1

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3. Additional Work.

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

4. Maintenance of Records.

5. Term.

The term of this Agreement shall be from July 1, 2025 to June 30, 2028, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work.

For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. 3

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(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
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c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

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Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non- payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
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h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

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

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proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

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

Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
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14. Verification of Employment Eligibility.

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

15. Reserved.

16. Laws and Venue.

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

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

20. Limitation of Agreement.

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

City of Upland Willdan Financial Services
460 N. Euclid Avenue 27368 Via Industria, Suite 200 Upland, CA 91786 Temecula, CA 92590
Attn: Finance Manager Attn: Dave Davies - Assistant Director and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

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

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

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

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

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND AND WILLDAN FINANCIAL SERVICES
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

CITY OF UPLAND WILLDAN FINANCIAL SERVICES
Approved By:

By: By:

Michael Blay,
City Manager Its:

Printed Name:
(Two Signatures of Corporate Officers Required
For Corporations)
By:

Its:

Printed Name:

Attested by:

By:

Keri Johnson,
City Clerk
Approved as to form:

By:

Best Best & Krieger LLP
City Attorney
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EXHIBIT A
Scope of Services
Arbitrage Scope of Services
Task 1: Define Compliance Needs and Provide Implementation Schedule Objective: Obtain bond documents, prior reports, and transactional data necessary to prepare arbitrage computations.

Description: WFS will review the bond documents and prior reports provided by the Client and assess the special elections made at issue and the availability of regulatory exceptions.

Deliverable: Implementation schedule and access to online Compliance Management System.

Task 2: Verify Bond Yield and Prepare Arbitrage Rebate and Yield Restriction Analysis Objective: Compute the cumulative arbitrage rebate liability and/or yield reduction payment accrual for each bond.

Description: Utilizing data provided by the Client and authorized third parties,WFS will:
• Verify the bond yield as stated on the 8038G;
• Identify gross proceeds,transferred proceeds, replacement proceeds, and all other funds subject to arbitrage rebate compliance;
• Assume all expenditures of bond proceeds have been made in accordance with Section 148(f)of the Internal Revenue Code;
• Compute investment earnings,taking into account the proper allocation of commingled funds;
• Future value transactions to the computation date; • Test for exceptions to rebate and penalty in-lieu requirements; • Analyze unspent construction funds, overfunded reserves, and other events that may be in violation of Section 148(f)of the Internal Revenue Code; • Determine the yield reduction payment pursuant to Section 148(f)of the Internal Revenue Code; and
• Determine the cumulative arbitrage liability pursuant to Section 148(f)of the Internal Revenue Code.

Deliverable: None.

Task 3: Review and Assess Analysis Outcome
Objective: Multi-tiered review of each prepared report and internal discussion of assumptions and opportunities to reduce the rebate liability.

Description: Proper application of the arbitrage rebate regulations requires understanding the purpose of the financing and the investment and expenditure of bond proceeds.

Once the mathematical analysis is complete,two (2)senior-level rebate consultants will perform a comprehensive review of the report noting computational assumptions and technical issues to be evaluated. If appropriate,these issues will be communicated to the Client.

Deliverable: Possible discussion with your staff.
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Task 4: Conclusions, Recommendations, and Action Plan Objective: Develop conclusions, recommendations, and produce reports.

Description: WFS will deliver a cumulative inception to current bond year arbitrage rebate report for each bond under contract and, if warranted, will offer recommendations for actions to be taken including:
• Areas where allocation and accounting methodology could be enhanced; • Identification of technologies not currently in use that may be applicable and appropriate for future consideration;
• Identification of obstacles or challenges that could prevent timely or accurate compliance; and
• Instructions for filing IRS forms.

Deliverable: Completed arbitrage rebate report for each bond under contract inclusive of:
• Executive Summary detailing the assumptions and methodology used; • Summary Analysis of all relevant dates;
• Sources and uses of funds;
• Arbitrage yield and yield restriction requirements; • Rebate liability summarized and by fund;
• Arbitrage/Investment Yield Comparison Graph;
• Rebate Calculations by fund; and
• Outstanding Investments Summary.

Task 5: Review Results
Objective: Discuss arbitrage rebate positions, opportunities, and possible areas of enforcement concern.

Description: Key strategic and procedural issues will be discussed, as well as strengths and challenges relating to long-term arbitrage rebate compliance.

Deliverable: Discussion with Client staff.

Task 6: File IRS Payment and Refund Requests
Objective: Assist with filing arbitrage rebate payments and refund requests.

Description: WFS will supply completed IRS forms and payment instructions, as needed.

Deliverable: Completed IRS Payment and Refund Request Forms,with accompanying instructions.

Task 7: Monitor Regulatory Enhancement and Enforcement Actions Objective: WFS will help Client staff stay abreast of regulatory interpretation and enforcement.

Description: WFS requires analyst staff to participate in yearly continuing education events and encourages discussion of current regulatory interpretation with clients. Depending upon the circumstances, WFS may recommend procedural and documentation changes to Client staff.

Deliverable: Audit assistance.
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Continuing Disclosure and CDIAC Reporting Scope of Services Willdan(WFS)will provide assistance and advice specific to ongoing continuing disclosure matters.With regard to the City's outstanding debt financings,Willdan will support the City in preparing annual continuing disclosure reports.Willdan will help the City provide required financial and operating data requested by investors and/or required by the bond documents to keep securities holders informed of the investment quality of debt issue. Willdan will also assist the City in responding to questions from investors and other market participants.

Task 1: Define Compliance Needs and Provide Implementation Schedule Objective: Collect bond documents relating to the debt issue, including but not limited to, the formation documents, the official statement,financial statements,Annual Continuing Disclosure Information Statement, and prior CDIAC report, if applicable.

Description: WFS will review the bond documents and establish an annual reporting schedule.

Deliverable:Reporting schedule and instruction relating to online tracking systems.

Task 2: Compile Data Necessary to Complete Continuing Disclosure and/or CDIAC Report
Objective: Collect data and other third-party information required to be included in the continuing disclosure report and/or CDIAC Report directly from the Client,trustees,fiscal agents,state and county agencies and others.

Description: Review the information for accuracy and compliance with continuing disclosure documents.

Task 3: Report Preparation and Review
Objective: Create a draft of the continuing disclosure report and/or CDIAC Report for review.

Description: WFS will discuss with Client staff any relevant issues and provide suggestions regarding industry standards.

Deliverable:Continuing Disclosure and/or CDIAC Report.

Task 4: Report Dissemination
Objective: Provide timely Disclosure Report filings to the municipal market, CDIAC reports, if applicable, to the State of California.

Description: Once authorization to disseminate has been received, WFS will post the report to EMMA and provide confirmation of the date and time of the posting. If applicable,WFS will post the CDIAC report on the CDIAC website.

Deliverable:Upload completed and approved Disclosure Report to EMMA,or the currently recognized public repository.

Submit CDIAC report to CDIAC.

Task 5: Notices of Occurrence of Listed Events and Supplemental Reporting Objective: Provide timely Notice of Occurrence of Listed Events to the municipal market and supplement annual filings as necessary.

Description: WFS will prepare Notices of Occurrence of Listed Events covering events enumerated in Rule 15c2- 12(b).WFS will also prepare Supplemental Disclosure Reports, as necessary.

Deliverable:Upload Notices of Occurrence of Listed Events and Supplemental Disclosure Reports to EMMA, or the currently recognized public repository. Provide confirmation of the date and time of the posting.

Task 6: Investor Support
Objective: Present a unified message to the municipal market.

Description: WFS will respond to investor calls either directly or after consultation with your staff.

Deliverable: Investor Call Support.
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Task 7: Ongoing Regulatory Education
Objective: Ensure communication with the secondary market meets current regulatory requirements and is mindful of enforcement actions and investor concerns.

Description: WFS will monitor information releases from CDIAC, the SEC and the MSRB regarding enforcement actions and regulatory changes. If requested,WFS will review draft disclosure documents for new issues.

Deliverable: Upon request.

Client Responsibilities
The Client will submit to WFS:
• Financial and Operating Information, including but not limited to: Bond documentation, Adopted Budget, Audited and Unaudited Financial Statements (if audited financials are not available), communications with CDIAC, bank statements/transactional data, and fund balances. • Timely review of draft Disclosure Report.
• Authorization to disseminate Disclosure Report.
• All information relating to any change to the credit ratings or the occurrence of Listed Events as identified in the Continuing Disclosure Agreement or Certificate within three business days from the date of occurrence of such event.
• All Ratings Reports sent to Client by any Rating Agencies. Authorization for Rating Agencies, Trustees, and any other third parties to send information directly to WFS.

Project Disclaimer
The Client further represents, acknowledges and agrees that:
(i) The Client uses the services of one or more municipal advisors registered with the U.S. Securities and Exchange Commission ("SEC") to advise it in connection with municipal financial products and the issuance of municipal securities;
(ii) The Client is not looking to Willdan to provide, and Client shall not otherwise request or require Willdan to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues); (iii) The provisions of this proposal and the services to be provided hereunder as outlined in the scope of services are not intended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations adopted thereunder;
(iv) For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections, cash-flow analyses, feasibility studies and/or other analyses Willdan may provide the Client with respect to financial,economic or other matters relating to a prospective, new or existing issuance of municipal securities of the Client, (A) any such projections, studies and analyses shall be based upon assumptions, opinions or views
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(including, without limitation, any assumptions related to revenue growth) established by the Client, in conjunction with such of its municipal, financial, legal and other advisers as it deems appropriate; and (B) under no circumstances shall Willdan be asked to provide, nor shall it provide, any advice or recommendations or subjective assumptions, opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters with respect to any municipal financial products or municipal securities issuances, including any revisions or amendments thereto; and (v) Notwithstanding all of the foregoing, the Client recognizes that interpretive guidance regarding municipal advisory activities is currently quite limited and is likely to evolve and develop during the term of the potential engagement and,to that end,the Client will work with Willdan throughout the term of the potential Agreement to ensure that the Agreement and the services to be provided by Willdan hereunder, is interpreted by the parties, and if necessary amended, in a manner intended to ensure that the Client is not asking Willdan to provide, and Willdan is not in fact providing or required to provide, any municipal advisory services. 17

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EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task.

Consultant will inform City regarding any out-of-scope work being performed by Consultant.

Arbitrage Fees
To the extent that the necessary information is available,WFS endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed, such as additional information coming to our attention not determined or available during our scoping efforts, the fixed fee schedule will become a time-and-materials contract, and we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances.

IFiscal Fiscal Fiscal
Issue Name Issue Date Principal Amount Next Report Year Year Year 2025-26 2026-27 2027-28
CFD No. 2003-1 (Upland 54)Special Tax Bonds, Series A of 2004 12/22/2004 $1,750,000.00 9/1/2025 $1,250 $1,250 $1,250 CFD No. 2016-1 (Harvest at Upland) Special Tax Bonds, Series 2021A(Improvement 2/25/2021 $3,490,000.00 2/24/2026 2,000 Area No. 2)
Tax Allocation Refunding Bonds, Issue of 2016 9/14/2016 $12,275,000.00 9/1/2026 - 500 - Water Revenue Refunding Bonds, Series 2021 (Tax-Exempt) 10/14/2021 $6,553,000.00 10/1/2026 - 500 - Water Revenue Bonds, Series 2022 3/28/2022 $15,750,000.00 3/28/2027 - 2,000 - CFD No. 2015-1 (Sycamore Hills)Special Tax Bonds, Series 2022A(Improvement 4/21/2022 $5,295,000.00 4/20/2027 - 2,000 - Area No. 2)
CFD 2003-2 (The Colonies at San Antonio) IA1 Special Tax Refunding Bonds, Issue 6/6/2022 $14,595,000.00 6/5/2027 - 2,000 - of 2022
CFD No. 2022-1 (Enclave at Upland)2023 Special Tax Bonds 5/24/2023 $4,305,000.00 9/1/2027 - - 2,500 FISCAL YEAR TOTALS $3,250 $8,250 $3,750 18

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Arbitrage Enhanced Service Fees
The nature and complexity of each bond issue, the frequency of computation, and the transparency of the transactional data, determines the extent to which the following specialized services will apply:

Arbitrage Services Fee
Commingled Funds Analysis. Clients providing data with commingled funds will $250 per fund incur an additional charge to uncommingle transactional data.

Parity Reserve Allocation. Bonds that have been issued on parity that require an $250 per fund allocation of the reserve fund.

Transferred Proceeds Analysis. The regulations require an additional level of $250 per fund analysis for proceeds of Refunding and Refunded bonds.

Universal Cap Analysis.The regulations require an additional level of analysis $500 per year when the balance of bond proceeds exceed the value of the outstanding bonds.

Non-Bona Fide Debt Service Fund.Our base fee assumes that the Bond Fund, as defined in the bond documents,meets the bona fide debt service fund $500 per fund exemption to rebate. If this fund fails to qualify for this exemption, an additional fee will be charged to analyze the investment activity.

IRS Audit Assistance $150 per hour
Request for Refund of Overpayment No Charge
Online Compliance Management System No Charge
Preparation of IRS Form 8038T(Payment) No Charge Non-Landbased Continuing Disclosure and CDIAC Fees
Disclosure Services Fee
Engagement Fee for New Issues $250 per Issue
Base Annual Report Fee
Tax Allocation Bonds $2,025
Revenue Bonds $1,125
Annual Dissemination per Document $100
Incremental Fee per Parity Issue $495
Supplemental/Amended Reports (if necessary) $250 -$450 per Report Notice of Occurrence of Listed Events $250 per Notice Annual Third-Party Expenses At Cost plus 15%
CDIAC Report Preparation and Filing
CDIAC Yearly Transparency Report(due annually in January) $950 per Report (while proceeds are outstanding)
CDIAC Yearly Transparency Report(due annually in January) $250 per Report (once proceeds are fully expended)
Billed invoices are required to be paid within 30 days. 19

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Reimbursable Expenses
Willdan will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses include, but are not limited to: postage,travel expenses, mileage(current prevailing federal rate), maps,electronic data provided from the County and/or other applicable resources, construction cost periodicals, and copying (currently 6¢ per copy).

Any additional expense for reports or from outside services will be billed to the City. Charges for meeting and consulting with counsel, the City, or other parties regarding services not listed in the scope of work above will be at our then-current hourly rates (see "Additional Services"section).

In the event that a third-party request any documents, Willdan may charge such third party for providing said documents in accordance with Willdan's applicable rate schedule. The fees for preparation of continuing disclosure report assumes that the City will provide information (if requested, and as necessary) as may be reasonably accessible to the City in an electronic format (as appropriate). Moreover, other than those specified in the scope of services, Willdan also reserves the right to charge fees directly to parties requesting copies of the continuing disclosure report. All annual fees are subject to annual increase at the rate of the Consumer Price Index.

The City shall reimburse Willdan for any costs incurred, including without limitation, copying costs, digitizing costs, travel expenses, employee time and attorneys'fees, to respond to the legal process of any governmental agency relating to the City or relating to the project. Reimbursement shall be at Willdan's hourly rates in effect at the time of such response.

Consultant shall receive reasonable adjustment for delays and costs incurred due to tariffs, or other similar acts of government.

Additional Services
Additional services may be authorized by the City and will be billed at our then-current hourly consulting rates.

Our current hourly rates are:

Position Hourly Rate
Vice President-Director $210
Principal Consultant/Assistant Director 200
Senior Project Manager 165
Project Manager 145
Senior Project Analyst 130
Senior Analyst 120
Analyst 100
Analyst Assistant 75
Property Owner Services Representative 55
Support Staff 50
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CITY OF UPLAND

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

Financial services related to debt issuances (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of$85,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed $93,500. Any additional work in excess of this amount shall be approved by the City Council.
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3. Additional Work.

4. Maintenance of Records.

5. Term.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
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10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

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(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
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c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

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

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Upland City CouncilMay 27, 2025

Upland City Council
May 27, 2025