Upland City Council
June 9, 2025

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

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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Proposal for Contract Business License Services
HdL© Companies City of Upland 6

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 Upland

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

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

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 Society of 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

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 :a
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 Uplandfa

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 on the State(e.g., city, municipality, county, district, public authority or other political subdivision) may procure services nor trees and other terms and conditions that are substantially similar to any on the Services, Fees and other terms and conditions set north 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 trees payable by such other public agency, and the other terms and conditions on such separate agreement are the responsibility on Consultant and such other public agency and not Client.

Proposal for Contract Business License Services
HdL© Companies City of Upland411)

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

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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Upland
Business Tax
Operation Management
Service Review
April 22, 2021
HdL Com
SUBMITTED BY CONTACT
HdL Companies Josh Davis
12n S. State College Blvd.. Ste 200 T:(71.4)^79-1:innn Ext. 3113 Brea, CA 92021 E; jdavis@hdlcompanies com
hdlcompanies.Com

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
Page

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.

Page

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.

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

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.

Page

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

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
Page

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

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 o 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
200 50
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

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 i.2020 fg 2019 2021

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

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

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

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

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):

NO

2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):

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)

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.

����°� °p`q� CITY
�r. .__. ..` "The City of Gracious Living" ''' 5 oid.

DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,POLICE CHIEF

MARCI WILLIAMS,POLICE SERGEANT
SUBJECT: CONSIDER APPROVAL OF A THIRD AMENDMENT TO A PROFESSIONAL SERVICES

AGREEMENT FOR METROLINK SECURITY SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve Amendment No.3 to the Professional Services Agreement between the City of Upland and American Global Security,Inc. for Metrolink Station Security Guard Services; extending the agreement for an additional one(1)year;keep the contract amount at$159,957.70;and authorize the City Manager to execute any and all necessary and related documents to implement the amendment.

GOAL STATEMENT
The proposed action supports the City's objective to continue to provide the required Metrolink Station Security Guard Services.

BACKGROUND
On March 8, 1993,the City of Upland, and the San Bernardino County Transportation Authority(SBCTA) entered into a Station Cooperative Agreement. As part of the agreement,the City is required to provide security of the station parking lots from thirty(30)minutes before the first train arrival to thirty(30)minutes after the last train departure.

In order to provide this service,the City of Upland utilizes contract security guard services.

On May 24,2021,the City Council awarded a Professional Service Agreement with American Global Security,Inc. (American Global Security)for Metrolink Station Security Guard Services. The contract was for two(2)years, and the City reserves the right to extend the agreement for three(3)additional one-year terms. The Agreement commenced on July 1,2021,and the total contract amount is$270,610($135,304.47 per year).

On August 14, 2023, the City Council approved amendment No. 1 to the Professional Services Agreement with American Global Security for Metrolink Station Security Guard Services. The amended agreement amounted to $153,342.70 for the first option year.

On May 28,2024,the City Council approved amendment No.2 to the Professional Services Agreement with American Global Security for Metrolink Station Security Guard Services. The amended agreement amounted to $159,957.70 for the second option year.

Initially, the Public Works Department oversaw this contract but it has since been redirected under the Police Department.

ISSUES AND ANALYSIS
American Global Security has satisfactorily provided security guard services at the Metrolink Station throughout the duration of the contract.Staff recommends that the City exercise its option to extend the agreement for the third of the three(3)additional one-year terms.

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

FISCAL IMPACTS
The total cost for Fiscal Year 2025-26 is an amount not-to-exceed$159,957.70. Funds are available in the Metrolink Contract Services Account No. 1015413-5253-54130.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
WITH AMERICAN GLOBAL SECURITY, INC.

This Amendment No. 3 to that certain Professional Services Agreement by and between the Parties dated July 1, 2021, is made and entered into as of June 30, 2025 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and American Global Security, Inc., a California corporation ("Contractor"). City and Contractor are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, City and Contractor entered into a Professional Services Agreement, dated July 1, 2021 for the purpose of providing Metrolink Station Security Guard Services (the "Original Agreement").

B. WHEREAS, pursuant to Section 1 of the Original Agreement, City may extend the Original Agreement for up to three (3) additional one (1) year Terms.

C. Whereas, the Parties entered into Amendment No. 1 of the Original Agreement as of July 1, 2023, to extend the Term of the Original Agreement for one additional year through June 30, 2024.

C. WHEREAS, the Parties entered into Amendment No. 2 of the Original Agreement to extend the Term of the Original Agreement by a second additional year through June 30, 2025 (Amendment No. 1, Amendment No. 2 and the Original Agreement are collectively hereinafter referred to as "the Agreement").

D. WHEREAS, the Parties now desire to further amend the Agreement in order to extend the term of the Agreement by a third additional year through June 30, 2026.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 3 and the Agreement, the Parties mutually agree as follows:

AGREEMENT

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

2. Term. The Term of the Agreement shall be extended for one (1) year commencing July 1, 2025 through June 30, 2026 ("Third Extended Term") unless earlier terminated.

3. Compensation. The rates of compensation for services performed pursuant to this Amendment No. 3 during the Third Extended Term shall be as set forth in Exhibit - 1 -

"B" attached hereto and incorporated herein by reference, and shall not exceed in the aggregate the amount of $159,957.70.

4. Full Force. Except as amended by this Amendment No. 3, all provisions of the Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 3.

5. Electronic Transmission. A manually signed copy of this Amendment No. 3 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 3 for all purposes. This Amendment No. 3 may be signed using an electronic signature.

6. Counterparts. This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
- 2 -

SIGNATURE PAGE FOR
AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT
WITH AMERICAN GLOBAL SECURITY, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on the Effective Date first herein above written.

CITY OF UPLAND CONTRACTOR
APPROVED BY: AMERICAN GLOBAL SECURITY, INC.

Michael Blay
City Manager APPROVED BY.

ATTEST:

Sulaiman A. Wali
C.E.O.

Keri Johnson, CMC, CPMC
City Clerk
APPROVED BY:

APPROVED AS TO FORM:

AbdulWali Wardak
Best Best & Krieger LLP C.F.O.

City Attorney
- 3 -

EXHIBIT "B"

PROPOSED SCHEDULE OF RATES

METROLINK STATION SECURITY GUARD SERVICES
FY 2025-26
Guard Regular/ Regular/ Regular/ Holiday/OT. Holiday/OT. Holiday/OT. Annual Total Mobility Straight Straight Straight Hr. Hrs. Hr. Rate Hr. Subtotal Cost Options Hrs. Est. Hr. Rate Subtotal Est. Annual ' Annual
Foot Patrol
Guard 6,500 Hrs. $ 23.99 $ 155,935.00 115 $ 34.98 $4,022.70 $ 159,957.70 Services
• Includes: ALL labor & associated cost as detailed in Exhibit "A" "Scope of Services" in the original agreement dated July 1, 2021.

American Global Security, Inc. CA PPO 120021
Contractor: License #
Signed: Date:

Sulaiman A. Wali C.E.O.

Name: Title:
- 4 -

DocuSign Envelope ID:06CAD73E-58C3-4107-8DFD-95F33D0E633A AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
WITH AMERICAN GLOBAL SECURITY, INC.

This Amendment No. 2 to the Professional Services Agreement is made and entered into as of July 1, 2024 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and American Global Security, Inc., a California corporation ("Contractor"). City and Contractor are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Contractor have entered into an agreement, dated July 1, 2021 for the purpose of providing Metrolink Station Security Guard Services (the "Original Agreement").

B. WHEREAS, pursuant to Section 1 of the Original Agreement, the City may extend the Original Agreement for up to three (3) additional one (1) year Terms.

C. WHEREAS, the Parties heretofore entered into Amendment No. 1 of the Original Agreement to extend the Term of the Original Agreement by one year (Amendment No. 1 and the Original Agreement are together hereinafter referred to as "the Original Agreement").

D. WHEREAS, the Parties now desire to amend the Original Agreement in order to extend the term of the Original Agreement for one (1) additional year.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 2 and the Original Agreement, the Parties mutually agree as follows:

AGREEMENT

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

2. Term. The term of the Original Agreement shall be extended for an additional term of one (1) year commencing July 1, 2024 through June 30, 2025 ("Second Extended Term") unless earlier terminated.

3. Compensation. The compensation for services performed pursuant to this Amendment No. 1 Second Extended Term shall not exceed the total cost, as described in Exhibit B, for an aggregate amount not to exceed $159,957.70 for Security Guard Services.

4. Full Force. Except as amended by this Amendment No. 2, all provisions of the Original Agreement, including without limitation the indemnity and insurance - 1 -

DocuSign Envelope ID:06CAD73E-58C3-4107-8DFD-95F33D0E633A provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 2.

5. Electronic Transmission. A manually signed copy of this Amendment No. 2 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 2 for all purposes. This Amendment No. 2 may be signed using an electronic signature.

6. Counterparts. This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
- 2 -

DocuSign Envelope ID:06CAD73E-58C3-4107-8DFD-95F33D0E633A

SIGNATURE PAGE FOR
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT
WITH AMERICAN GLOBAL SECURITY, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the Effective Date first herein above written.

CITY OF UPLAND CONTRACTOR
APpmi p BY: AMERICAN GLOBAL SECURITY, INC.
[±L. idata btaki
EB4:8•�Bee9•EF40A...

Michael Blay
City Manager APPROVED BY:

Doocu Signed by:

ATIgs§Ta by: �nu4 �3c9Barn
n Suleiman A. Wali
L ° enx �J�nx` a`' C.E.O.

F-421��BE�'47A..

Keri Johnson, CMC, CPMC
City Clerk
APPROVED BY:

DocuSigned by:

APPBOV&D AS TO FORM: ain4vica , aoloat �t u�Vif sf t ply 00-Sdk, Abc uiaii W3ardak
y3z UF�aBE C.F.O.

Best Best & Krieger LLP
City Attorney
- 3 -

DocuSign Envelope ID:06CAD73E-58C3-4107-8DFD-95F33D0E633A EXHIBIT "B"

PROPOSED SCHEDULE OF RATES

METROLINK STATION SECURITY GUARD SERVICES
FY 2024-25
Guard Regular/ Regular/ Regular/ Holiday/OT. Holiday/OT. Holiday/OT. Annual Total Mobility Straight Straight Straight Hr. Hrs. Hr. Rate Hr. Subtotal Cost Options Hrs. Est. Hr. Rate Subtotal Est. Annual Annual
Foot Patrol
Guard 6,500 Hrs. $ 23.99 $ 155,935.00 115 $ 34.98 $4,022.70 $ 159,957.70 Services
• Includes: ALL labor & associated cost as detailed in Exhibit "A" "Scope of Services" in the original agreement dated July 1, 2021.

American Global Security, Inc. CA PPO 120021 .

Contractor: License #
Signed: Date:

Sulaiman A. Wali C.E.O. .

Name: Title:
- 4 -

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
WITH AMERICAN GLOBAL SECURITY, INC.

This Amendment No. 1 to the Professional Services Agreement is made and entered into as of July 1, 2023 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and American Global Security, Inc., a California corporation ("Contractor"). City and Contractor are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Contractor have entered into an agreement, dated July 1, 2021 for the purpose of providing Metrolink Station Security Guard Services (the "Original Agreement").

B. WHEREAS, pursuant to Section 1 of the Original Agreement, the City may extend the Original Agreement for up to three (3) additional one (1) year Terms.

C. WHEREAS, the Parties now desire to amend the Original Agreement in order to extend the term of the Original Agreement for one (1) additional year.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 1 and the Original Agreement, the Parties mutually agree as follows:

AGREEMENT

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

2. Term. The term of the Original Agreement shall be extended for an additional term of one (1) year commencing July 1, 2023 through June 30, 2024 ("Extended Term") unless earlier terminated.

3. Compensation. The compensation for services performed pursuant to this Amendment No. 1 Extended Term shall not exceed the total cost, as described in Exhibit B, for an aggregate amount not to exceed $153,342.70 for Security Guard Services.

4. Service Hours Adjustment. As described in the Original Agreement, Scope of Services Item 2.1 Estimates, Monday thru Friday security services shall increase 2 hrs. per day for a total of 19.0 hrs. per day to accommodate Metrolink train schedule adjustment.

5. Full Force. Except as amended by this Amendment No. 1, all provisions of the Original Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 1.
- 1 -

6. Electronic Transmission. A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature.

7. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
- 2 -

SIGNATURE PAGE FOR
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT
WITH AMERICAN GLOBAL SECURITY, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date first herein above written.

CITY OF UPLAND CONTRACTOR
APPR E D BY: AMERICAN GLOBAL SECURITY, INC.

Mih I1y
City Mafia er APPROVED BY:
///
ATTE T:

Sulai A. Wa
C.E.O.

Ken Johnson,'CM , CPMC
City Clerk - -
APPROVED BY:

APPROVED AS TO FORM: !f" -am'
P. Abdul ali Wardak
Best Best & Krieger LLP C.F.O.

City Attorney
- 3 -

EXHIBIT "B"

PROPOSED SCHEDULE OF RATES

METROLINK STATION SECURITY GUARD SERVICES
FY 2023-24
Guard Regular/ Regular/ 1 Regular/ Holiday/OT. Holiday/OT. Holiday/OT. Annual Total Mobility Straight Straight Straight Hr. Hrs. Hr. Rate Hr.Subtotal Cost Options Hrs. Est. Hr. Rate Subtotal Est.Annual Annual _
Foot Patrol
Guard 6,500 Hrs. $22.99 $ 149,435.00 115 $33.98 $3,907.70 $ 153,342.70 Services
• Includes: ALL labor& associated cost as detailed in Exhibit "A" "Scope of Services" in the original agreement dated July 1, 2021.

American Global Security, Inc. CA PPO 120021
Contracto License #
Signed: Date:
l a, 2-3
Sulaiman A. Wali C.E.O. .

Name: Title:
- 4 -

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of July 01. 2021 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 American Global Security, Inc. (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:

Metrolink Station Security Guard 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 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 $ 270,610.00 . This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.
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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.

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 July 01, 2021 to June 30, 2023, 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.

Option—Three (3) additional One (1)year terms.

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

Consultant shall complete the services required hereunder within 730 Days. The Notice to Proceed shall set forth the date of commencement of work.

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

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. 2

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.

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

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

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 3

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. (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).
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(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.
(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).
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(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 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.
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(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:
(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.
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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.
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 8

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

14. Verification of Employment Eligibility.

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. City Material Requirements.

Consultant is hereby made aware of the City's requirements regarding materials, as set forth in, which are deemed to be a part of this Agreement.

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, 9

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 Sulaiman A.Wali 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:

DISTRICT: CONSULTANT:

City of Upland American Global Security, Inc. L I' 460 N. Euclid Avenue 44� -TO ea-h��.C_ Lfv4.sYt f VI. . 7t1�9.01 Upland, CA 91786 C, 10A-,t510Crt—k CA 115 Attn: Richard Smiderle 4-I+n S (CI ryl P. u)Cd t' 1 C5b Public Works Operations Manager t)9— %1% —
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated 10

herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

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

26. Successors and Assigns
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.

31. Federal Requirements
When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit "D" (Federal Requirements) attached hereto and incorporated herein by reference ("Federal Requirements"). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND AMERICAN GLOBAL SECURITY,INC.

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

CITY OF UPLAND American Global Secyr-ity, Inc:
4 By: By:

Stephen arker
Interim City Manager Its: P
Printed Name: Se,kla,['w&A,a A ( cx.- '
ATTEST:

By: i
Keri Jo nson,
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EXHIBIT "A"

CITY OF UPLAND

SCOPE OF SERVICES

METROLINK STATION SECURITY GUARD SERVICES
Background
The City of Upland is inviting qualified Vendors to submit a proposal response for Security Guard Services at Metrolink Station Facility in accordance with the minimum Scope of Services and Specifications indicated herein. "Vendor References" shall be submitted with the RFP response but "ONLY" as a separate attachment under its own Title Page, "Exhibit—3", Vendor References.

Scope of Services
The Vendor shall provide professional Security Guards (Unarmed), equipment, tools, materials, supervision, and other items necessary to perform security patrol services as indicated throughout this RFP. The successful Vendor must be able to perform to the minimum standards stated herein. The City expressly reserves the right and is at the City's sole discretion to request the removal and replacement of any security guards who, in the City's opinion is for any reason unsatisfactory.

1. Specifications
To include but not be limited to the following:

A. Guard the property against fire, theft, damage, vandalism, and graffiti.

B. Report ONLY and document, in accordance with procedures, any unusual activity, hazardous conditions, damage or situations that may develop into potential facility damage and /or suspicious activity.

C. Maintain daily log for each shift, incident reports and activity reports as required.

D. Appropriately report and respond to potential and actual emergencies such as fire, medical, situations or threats to the public, City staff or property.

E. Carry a radio or phone for immediate contact with Vendors Command Center, City staff and the City of Upland Police Station.

F. Carry all devices necessary to implement the requirements for Post Management /Tour Verifications System described herein.

G. Politely interact with the public and always maintain a professional demeanor. 13

2. Service Location(s). The City reserves the right to change service schedules/hours at its own discretion. The City will make every reasonable effort to provide Vendor with a fourteen (14) day notice prior to any schedule change. All changes in service will be calculated based on the unit rates quoted herein.

2.1. Estimates. The following days/times are current estimates as provided by Metrolink.

Metrolink operation schedules/times of day are subject to adjustments in relation to rider demand. In the event of Metrolink schedule adjustments, Security Services will be required to adjust accordingly.

A. Metrolink Station — 300 E. A Street. Total hours per week = 117.0 Monday thru Friday 4:0Oam-9:00pm (17.0 hrs. per day) Saturday 7:00am-11:00pm (16.0 hrs. per day)
Sunday 7:00am-11:00pm (16.0 hrs. per day)
Designated Metrolink Parking Lots are officially located at the following locations:

1. All parking lots located on the south side of"A" Street between 1st Ave & 6th Ave.

2. Parking lot located on the south west corner of 2nd Ave & Stowell Street.

Provide Security Guard services for Metrolink Train Station and adjoining parking lots. Services include platform security, patrol routes and parking lot surveillance.

Perform random patrols that cannot easily be timed by people planning to execute illicit activities while security's attention is elsewhere. Vendor is to furnish, install and maintain electronic patrol tour verification devices at these locations. Note — Station Platform Security Guard visual presence shall occur during all train service stop times.

3. Definitions
A. Daily Activity Report: "Daily Activity Report" as used herein includes the daily log, and a printout of the scan log from the tour verification system of the guard's locations throughout his or her shift.

B. Daily Log: "Daily Log" as used herein is a detailed written log prepared by the individual guards documenting all activities during their individual working hours.

C. Shift: "Shift" as used herein is the period services are to be provided at a given facility during a 24hour period. Example: M-TH, 7am-7pm is four twelve-hour shifts per week with each shift beginning at 7:00 am and ending at 7:00 pm. regardless of how the vendor covers the shift.
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4. General Requirements
A. Vendor shall possess a current private operator's number/Private Patrol Permit number from the State of California Department of Consumer affairs, bureau of Security and Investigative Services. The contract will be automatically nullified should the license become expired, suspended or revoked.

B. Vendor shall have at least five (5) years continuous professional experience in providing and managing security services in similar settings. Experience providing services to local governments preferred.

C. Vendor shall have no record of unsatisfactory performance. Vendors who are or have been deficient in current or recent contract performance, in the absence of circumstances properly beyond the control of the Vendor, shall be presumed to be unable to meet this requirement.

D. Security Guards provided by the successful Vendor shall be registered with the California Department of Consumer Affairs and shall possess a current, valid Guard Registration Card while on duty.

E. Security Guards are to possess valid CA driver's license and must be at least 21 years of age.

F. Security Guards shall be trained and certified and have at least three (3) years continuous professional experience.

G. The successful Vendor shall be required to enter a PSA with the City and comply with all Insurance requirements stated therein.

H. Each security guard provided by the Vendor shall have the ability to read and write the English language;obtained a high school diploma or G.E.D.; understand and carry out oral and written directions; think and act quickly and effectively in emergencies; and write accurate and clear reports.

I. Vendor shall ensure that Security Guards are neat in appearance, wear a uniform with name tag and security officer badge as normally worn in commercial security services.

J. Vendor shall furnish, install and maintain electronic post management/ patrol tour verification devices at all locations for which services are provided under said contract.

K. Post Management/Tour Verification System shall;

1. Use either RFID tags, bar codes, QR codes or other approved devices at all security locations.
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2. Log the hours of patrol through individual scans as guards pass the point.

3. Use GPS to validate the position of the devices when scanned.

4. Provide a separate continuous, real time, GPS track of all vendor owned vehicles' movements and locations during service hours. Vehicle log shall include vehicle speed at any given point in time.

5. Provide the City with real time web-based access to the tour verification system, including but not limited to patrol log, maps with patrol routes and timelines, incident reports, and any other information related to services performed for the City.

6. Be in place and fully operational within thirty days of the notice to proceed.

7. Notify City staff if the system goes off-line for any reason during the term of the contract. If the system is off-line the daily log portion of the daily activity reports shall be submitted to the City Representative within 24 hours of the end of each shift at the affected locations. Failure to provide daily activity reports during system outages within 24 hours of the end of each shift will result in deductions pursuant to "Special Provisions" Section 7.B.

8. Have the capability to be back online with 72 hours of an outage. Failure to have the tour verification system online within 72 hours will result in deductions pursuant to "Special Provisions" Section 7.A.

L. Vendor shall provide flashlights, batteries, cell phones, radios, security vehicles, reporting forms, electronic patrol tour verification devices and other supplies needed to perform duties as described herein.

M. Vendor shall provide all necessary Personal Protective Equipment (PPE) & sanitary supplies to all security staff members while on duty.

N. Vendor shall prepare daily activity reports for each shift for which services are provided under this contract. The daily activity report shall include the daily log prepared by the guard on duty, a printout of the scan log from the tour verification system and a printout of the GPS track recording the guard's location throughout the shift. Daily activity reports shall be submitted to the City Representative on a monthly basis for a billing period and shall be submitted with each invoice.

O. Vendor shall notify the City Representative by telephone of any accidents or incidents occurring on City property. Said notification shall be made as soon as the situation has stabilized, and it is safe for the guard to do so. In addition, an incident report shall be prepared for all significant incidents occurring during each shift. If there were no significant incidents during a shift an incident report shall be prepared stating that no significant incidents occurred during the shift. Incident reports shall be submitted to the City Representative on a weekly basis by 12:00 16

noon on Tuesday of the following week unless requested sooner by the City representative. In addition, all incident reports for a billing period shall be submitted with each invoice.

P. Vendor will maintain daily, weekly, and monthly statistics for incident reports, electronic patrol tour reports and provide written reports to the Facilities Superintendent attached to the monthly invoices or upon request.

Q. Vendor will exercise professional judgment and caution in responding to or discovering unsafe conditions, emergency situations and criminal activity. The Vendor will be solely responsible to provide training of all Security Officers in the appropriate response to unsafe conditions, emergency situations and criminal activity.

R. Vendor may be required to provide Security Officers upon special request of the City to arrive within a one-hour period. This may include crowd control, site/perimeter security, secure transportation of performers, and personal protection for performers and/or VIP talent security in relation to performances at City venues.

S. Upon award of a contract the successful Vendor shall identify a contact that will be assigned and responsible for management of the contract and coordination of services directly with the City's contact identified within the PSA. All changes in schedules, requests for service, additional services, etc. shall be mutually agreed upon by way of Addendum signed by both parties, prior to any changes in service being made.

T. Additional service charges shall be in accordance to those rates quoted herein.

Any changes in scope, schedules, additional services, etc. shall be denied payment unless documented in writing by way of Addendum and signed by both parties.

U. In accordance with Proposal Summery Sheet-9, Guard Mobility Options are defined as the following.

1. Foot Patrol— Security Guard to remain "On Foot" only to perform and survey all required tasks as defined.

2. Personal Transporter Device — Security Guard to utilize personal transporter device, i.e. Segway device or similar and/or perform "On Foot" patrols to survey/carryout all required tasks as defined.

3. Golf Cart Unit—Security Guard to utilize Golf Cart type unit and/or perform "On Foot" patrols to survey/carryout all required tasks as defined.

Note —Vendor to provide secure location / storage regarding options #2 & #3. 17

•
EXHIBIT "B"

PROPOSAL SUMMARY SHEET
NAME OF PROPOSER: American Global Security, Inc.

The undersigned, hereby declare that we have carefully examined the location of the proposed services, and have read and examined the Contract Documents, including all conditions, specifications, and all Addenda, if any, for Metrolink Station Security Guard Services, 21 —001
We hereby propose to furnish all labor, materials, equipment, tools, transportation, PPE and services, and to discharge all duties and obligations necessary and required to perform and complete the Project based on the unit prices for the following:

PROPOSED SCHEDULE OF RATES

METROLINK STATION SECURITY GUARD SERVICES
Guard Regular I Regular I Regular I Holiday/OT. Holiday I OT. Holiday I OT. Annual Total Mobility Straight Straight Straight Hr. Hrs. Hr. Rate Hr.Subtotal Cost Options Hrs. Est. Hr. Rate Subtotal Est.Annual Annual
Foot Patrol
Guard 6,000 Hrs. $ 21.99 $ 131,940.00 102 $ 32.98 $ 3,364.47 $ 135,304.47 Services
Personal
Transporter 6,000 Hrs. $ 23.50 $ 141,000.00 102 $35.25 $3,598.50 $ 144,598.50 Guard
Services
Golf Cart
Guard 6,000 Hrs. $ 22.99 $ 137,940.00 102 $34.48 $ 3,517.47 $ 141,457.47 Services
• Includes: ALL labor & associated cost as detailed in Exhibit "A" "Scope of Services" American Global Security, Inc. _CA PPO 120021
Contractor: (Co. Name) License#
Q,r://91a2°2/_
Sig Date:

S&a'otio/'
f
Name: Title: l
1 18

EXHIBIT C
Activity Schedule
N/A
19

EXHIBIT D
Federal Requirements
N/A
20

4 or UN
`tCALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
Ogt�� 4Q"
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.

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

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

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

1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s):
✓ NO

2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
✓ 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. 05/29/2025 5'edai.;-frta.m. ,A6de: •
Date Signature of authorized individual

AMERICAN GLOBAL SECURITY INC/SULAIMAN ABDULWALI
Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

4<�°v °p`qt CITFUP LAND
o "The City of Gracious Living"
- -
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,POLICE CHIEF

JONATHAN INGLES,HOMELESS SERVICES COORDINATOR
SUBJECT: CONSIDER APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH INLAND

VALLEY RECOVERY SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve the professional services agreement with Inland Valley Recovery Services (IVRS) to provide a part-time IVRS Outreach Representative and supportive services for the treatment of Substance Use Disorder to individuals experiencing homelessness in Upland,authorize the City Manager to execute the agreement;and appropriate the funding using the National Opioid Settlement funding.

GOAL STATEMENT
The proposed action supports the City's goal of providing safe and effective law enforcement services for the residents of Upland by providing additional resources to address people experiencing homelessness and substance use disorders.

BACKGROUND
Substance Use Disorder (SUD) and homelessness often intersect in a complex and mutually reinforcing manner, resulting in significant challenges for individuals and communities. Individuals experiencing homelessness often face significant barriers to accessing substance use treatment and recovery services, including a lack of transportation, limited financial resources,and insufficient availability of programs tailored to their needs.

Since the City Council's approval of this Professional Services Agreement last year, the collaboration between the Upland Police Department and Inland Valley Recovery Services has allowed more people experiencing homelessness and Substance Use Disorder to have access to and participate in residential treatment than in any other year. In the past 10 months of this fiscal year,this collaboration has allowed 25 people who were experiencing homelessness in Upland and suffering from Substance Use Disorder to enter residential treatment with IVRS.This program has helped to remove barriers for more people experiencing homelessness to enter a substance abuse treatment facility than in any previous year.

This partnership has also enabled individuals who successfully completed their residential treatment program and demonstrated a strong commitment to sobriety and ongoing outpatient care to transition into IVRS-supported transitional housing when no stable housing options were otherwise available.By doing so,these individuals avoided returning to the environments that previously contributed to their substance use.While residing in transitional housing, they continued to engage in outpatient treatment and actively sought employment, supporting their efforts to achieve long-term recovery and self-sufficiency.

Currently,an IVRS Outreach Representative accompanies the Quality of Life team to proactively seek out individuals who are experiencing homelessness in Upland and lack access to treatment services. The IVRS Outreach Representative continues to provide case management while these individuals receive residential treatment to ensure they do not reenter homelessness upon completion of the program. This has allowed for greater retention within the program.Given the success of this first year,IVRS has again agreed to provide these services,and a part-time outreach representative who will continue to accompany the Quality of Life Team in the field as they contact people experiencing homelessness and Substance Use Disorder.

ISSUES AND ANALYSIS
The Upland Police Department Quality of Life Team contacts people experiencing homelessness daily,most of whom are experiencing Substance Use Disorder.The Quality of Life Team is dedicated to treating this problem by providing access to evidence-based treatment programs. IVRS has the resources to provide the necessary treatment and

supportive services to help overcome substance abuse, including detoxification, residential treatment, supportive housing,and aftercare services.

The IVRS service agreement includes $24,960 per fiscal year to cover the cost of the Outreach Representative.

Additionally,IVRS will provide additional services at a reduced rate,including Detoxification Services at a daily rate of$400(10-day max),Residential Treatment Services at a daily rate of$190 for the first 30 days,and$140 per day if additional treatment is deemed necessary after the first 30 days,and Supportive Housing at a daily rate of$50(180- day max).

Funding for this treatment is currently allocated through the National Opioid Settlement and can only be used for specific purposes.The services IVRS provides in this agreement are authorized by the National Opioid Agreement.

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

FISCAL IMPACTS
The total cost for the Professional Services Agreement with Inland Valley Recovery Services is not-to-exceed$75,000.

There are sufficient funds budgeted in Other Grants Police Professional Services Account Numbers 2173201-5252- 32440($33,750),2173201-5252-32441 ($33,750)and 2173201-5252-32442($7,500)to cover this expense.

The City of Upland currently has$399,794.24 in allocated funds from the National Opioid Settlement,which includes distributions from both the Distributor Settlement Agreement and the Janssen Settlement Agreement.Under the terms of these agreements,the City is projected to receive an average of$33,295 annually from the Distributor Settlement through July 2038,and approximately$12,090 annually from the Janssen Settlement through June 2031.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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 municipal corporation 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 Inland Valley Recovery Services (IVRS), a certified non-profit corporation having its principal place of business at 1260 E. Arrow Highway, Upland, CA 91786 (hereinafter referred to as "Service Provider"). City and Service Provider 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:

Upland Cares National Opioid Settlement Project (hereinafter referred to as"the Project").

B. Service Provider is 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 Service Provider to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Service Provider shall provide the City with the services described in the Scope of Services attached below:

Scope of Services:
a. Inland Valley Recovery Services will provide an outreach representative that is assigned to the Upland Police Department Impact Team. The job function of the IVRS outreach representative includes the following:

1. Conduct homeless outreach on a part-time basis in the City of Upland with the Impact Team and the Upland Police Department Homeless Coordinator.

2. Conduct screenings of persons experiencing homelessness and Substance Use Disorder (SUD) and document contacts with potential clients.

3. Coordinate and facilitate direct intakes into Inland Valley Recovery Services by means of phone call or in-person meetings.

4. Assist in the coordination of necessary medical clearance for applicable individuals who are eligible for the IVRS program but require medical or psychiatric clearance prior to enrollment.

5. Retain documentation of the number of contacts made by the outreach worker, all coordinated efforts made for individuals who are eligible for the IVRS program, and all individuals placed into the IVRS program. 1

6. Actively meet and communicate with the Impact Team and Upland Police Department Homeless Coordinator about clients who are or may be eligible for the IVRS program.
b. Inland Valley Recovery Services will provide detox services for eligible City of Upland clients located by the Upland Police Department or its representatives.

1. Provide immediate detox and restorative services to individuals experiencing Substance Use Disorder (SUD).

2. Provide assessments, medical-assisted treatment(MAT), close monitoring, and medications as necessary for safe detoxification.
c. Inland Valley Recovery Services will provide residential treatment for eligible City of Upland clients located by the Upland Police Department or it's representative.
1 Residential treatment will include 24-hour monitoring, therapeutic services such as counseling, group education, UA testing, room and board services, laundry facilities, food, and other supportive residential services. 2 Inland Valley Recovery Services will provide supportive housing for City of Upland clients located by the Upland Police Department or its representatives.
a. Supportive housing includes a sober living environment, room and board,food, laundry facilities, a case manager for oversight, random UA testing, and referral to workforce development to assist with obtaining employment and supportive services.
d. Inland Valley Recovery Services outreach representatives will provide periodic training and educational training to Upland Police Department Personnel on Substance Use Disorder, the process for people to receive treatment for Substance Use Disorder(SARC), and knowledge of IVRS's process for treating Substance Use Disorder.

2. Compensation
a. City shall pay for such services in accordance with the schedule of charges listed below, not to exceed $75,000 per City fiscal year ("fiscal year"). Subject to paragraph 2(b), in no event shall the total amount paid for the salary of the IVRS Outreach Representative Provider exceed the sum of$24,960 per fiscal year.Any funds not used for the Outreach Representative may be used for services specified 2.c., 2.d., and 2.e. This funding provided by the National Opioid Settlement will be utilized for related costs associated with the treatment and supportive services when alternative sources of funding cannot be utilized (Such as a qualifying grant that IVRS has to treat the same client for the same service).

City will not pay any additional fees for other services or other person(s) not referred to care by the Upland Police Department or its representative. Payments to Service Provider for work performed will be made on a monthly billing basis.

IVRS shall provide City with an invoice of hours worked by the IVRS Outreach Representative along with a detailed description of services provided (excluding protected client information such as client names, birth dates, and information covered under the Health Insurance Portability and Accountability Act) to clients in residential treatment, detox services, and supportive housing. IVRS will also include the rate and duration for each type of service listed above (residential treatment, detox services, supportive housing) for each client in the IVRS program, along with the date range the costs cover. City will then remit payment. b. IVRS Outreach Representative
2

a. This representative will cost a maximum of$24,960 Salary/benefits for up to 16 hours per week (52 weeks a year) at an hourly rate of$30.00. c. Detoxification Services
a. IVRS will provide immediate detox and restorative services to individuals experiencing SUD. IVRS will provide medically appropriate services for a daily rate of$400.
d. Residential Treatment Services
a. Residential treatment for SUD services will be provided at a rate of$190 per day for each individual for the first 30 days. This is for 3.5 LOC b. When continued treatment is necessary after 30 days, the treatment rate will be $140 per day for 30 days. This is for 3.1 LOC
e. Supportive Housing
a. Supportive housing for people who have been sober for 30 days and are experiencing homelessness will be provided at the rate of$50 per day for a maximum of 180 days.

3. Additional Work.

If changes in the work seem merited by Service Provider or City, and informal services 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 City by Service Provider with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by City and executed by both Parties before performance of such services, or 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, logs, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Service Provider. Service Provider shall provide to City a monthly invoice of costs incurred and services rendered to each client (excluding protected client information such as client names, birth dates, and information covered under the Health Insurance Portability and Accountability Act) under the Upland Cares National Opioid Settlement Project.

Additionally, Service Provider shall submit to City a monthly report documenting the persons contacted during outreach with UPD personnel and the items provided (i.e. Narcan, testing strips, hygiene bags, etc.). Under this Agreement, IVRS agrees to allow City to audit the records pertaining to the invoices submitted to City for payment. City of Upland may require IVRS to submit additional documentation proving the scope of services for each client and associated costs as necessary, while protecting patient privacy rights.

5. Length of Agreement
The term of this Agreement shall be from July 1, 2025, through June 30, 2026, 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.

6. Delays in Performance.
a. Neither City nor Service Provider 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 3

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. Service Provider shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.

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

9. Assignment and Subservice Provider
Service Provider shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of City, which may be withheld in the sole discretion of City or for any reason. Any attempt to so assign, sublet or 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 Service Provider from employing independent associates, and subservice providers as Service Provider may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor
Service Provider is retained as an independent contractor and is not an employee of City.

No employee or agent of Service Provider 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 Service Provider or any employee, agent, or subcontractor of Service Provider 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 City, Service Provider shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Service Provider 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, Service Provider 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, 4

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. Service Provider shall not commence work for City until it has provided evidence satisfactory to City that it has secured all insurance required under this section. In addition, Service Provider 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) Service Provider 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 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. (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 City, and provided that such deductibles shall not apply to City as an additional insured. b. Automobile Liability
5

(i) At all times during the performance of the work under this Agreement, the Service Provider 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 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 City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Service Provider certifies that he/she/it 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 Service Provider has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, Service Provider 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. Service Provider shall require all subservice providers 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 Service Provider shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to 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 Service Provider. "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
Automobile Liability $1,000,000 combined single limit 6

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 Service Provider shall file with 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) Service Provider shall provide to City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that Service Provider 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, Service Provider shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Automobile Policy shall each contain a provision stating that Service Provider's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by 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. Service Provider shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Service Provider 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 City, its officials, officers, employees, agents, and volunteers or shall specifically allow Service Provider or others providing insurance evidence in compliance with these specifications to waive 7

their right of recovery prior to a loss. Service Provider hereby waives its own right of recovery against City.
(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 Service Provider from liability in excess of such coverage, nor shall it limit Service Provider's indemnification obligations to City and shall not preclude City from taking such other actions available to 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 Ciwhich satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Service Provider, and any approval of said insurance by City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Service Provider 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 Service Provider or City will withhold amounts sufficient to pay premium from Service Provider payments. In the alternative, City may cancel this Agreement.
(iii) City may require the Service Provider to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither 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. Subservice Provider Insurance Requirements. Service Provider shall not allow any subcontractors or sub-service providers to commence work on any sub-service provider until they have provided evidence satisfactory to City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or sub-service providers shall be endorsed to name City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage.

If requested by Service Provider, City may approve different scopes or minimum limits of insurance for particular subcontractors or sub-service providers. 8

12. Indemnification.
a. To the fullest extent permitted by law, Service Provider shall defend (with counsel of City's choosing), indemnify and hold 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 Service Provider, its officials, officers, employees, subcontractors, or agents in connection with the performance of Service Provider'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. Service Provider's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Service Provider, City, its officials, officers, employees, agents, or volunteers. b. If Service Provider's obligation to defend, indemnify, and/or hold harmless arises out of Service Provider'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, Service Provider's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Service Provider, and, upon Service Provider obtaining a final adjudication by a court of competent jurisdiction, Service Provider's liability for such claim, including the cost to defend, shall not exceed Service Provider's proportionate percentage of fault.

13. Verification of Employment Eligibility.

By executing this Agreement, Service Provider 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 sub-providers and sub- subproviders to comply with the same.

14. 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.

15. 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 Service Provider. City shall pay Service Provider 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 Service Provider 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. Service Provider shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. 9

b. Service Provider 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 Service Provider.

16. Organization
Service Provider shall assign an Inland Valley Recovery Services Lead as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of City.

17. Limitation of Agreement.

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

18. 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 as applicable to:

DISTRICT: SERVICE PROVIDER:

City of Upland Inland Valley Recovery Services 460 N. Euclid Avenue 1260 E. Arrow Hwy Building E Upland, CA 91786 Upland, CA 91786
Attn: Upland Police Department Attn: Tina Hughes and shall be effective upon receipt thereof.

19. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Service Provider.

20. Equal Opportunity Employment.

Service Provider 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.

21. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Service Provider as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to 10

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.

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

23. 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, Service Provider 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.

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

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

26. City's Right to Employ Other Service Providers City reserves its right to employ other Service Providers in connection with this Project or other projects.

27. Prohibited Interests
Service Provider maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Service Provider, to solicit or secure this Agreement. Further, Service Provider 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 Service Provider, 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.
11

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

AND INLAND VALLEY RECOVERY SERVICES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF UPLAND [INLAND VALLEY RECOVERY SERVICES] By: By:

Michael Blay
City Manager, City of Upland Its:

Printed Name:

ATTEST:

By:

Ken Johnson
City Clerk, City of Upland
APPROVED AS TO FORM:

By:

Stephen Deitsch
Best Best & Krieger LLP
City Attorney
12

of up
~c4 CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT

4.01.00%P
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.upla ndca.eov/city-cou ncil-treasu rer
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 Long Beach and is a public record. If you have any questions about this form, please contact your City representative for assistance.

1. Have you or your company,or any agent/board member on behalf of you or your company/entity,made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s):

X NO

2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):

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 Members)from participating in any actions related to your proposal or application.

J
Date Signature authorized individual
✓ 5 0 4
Compan Applicant Name
CJ
(Levine Act definitions on reverse side)

����°� °p`q� CITY
�r. .__. ..` "The City of Gracious Living" ltiriiVO
''' 5 oid.

DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,POLICE CHIEF

LON TEAGUE,CAPTAIN
SUBJECT: CONSIDER ACCEPTANCE OF FUND ALLOCATIONS FROM SUPERVISORS

ARMENDAREZ AND HAGMAN FOR THE PURCHASE OF HANDHELD POLICE RADIOS RECOMMENDED ACTION:

It is recommended that the City Council accept $783,944 in funding from the County of San Bernardino County through Supervisors Armendarez and Hagman's discretionary funds, and authorize the City Manager to execute the agreement and all documents necessary for the sole-source purchase of 130 Motorola APX N70 portable radios from Motorola Solutions,Inc. for$1,044,332.

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

BACKGROUND
The Upland Police Department conducted a needs and assessment of our current handheld radio inventory.The current model of handheld radio is obsolete and unsupported. The radios are reaching the end of life and replacement parts and batteries are becoming difficult to acquire. Handheld radios are a vital part of daily operations for officers and field personnel.Having new updated and reliable equipment is important for officer safety.

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

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

Funding
Date Supervisor Provided Project
April 11,2022 Hagman $357,288 Technology&Infrastructure Updates August 14,2023 Armendarez $500,000 Baldy View Dog Park August 14,2023 Hagman $500,000 Baldy View Dog Park August 14,2023 Armendarez $250,000 Downtown Cameras August 14,2023 Hagman $250,000 Downtown Cameras January 8,2024 Armendarez $250,000 Police Depaitcnent Locker Room January 8,2024 Hagman $250,000 Police Depaitcnent Locker Room September 23,2024 Armendarez $350,000 Economic Development and Inflation Reduction Project August 12,2024 Armendarez $2,000,000 Foothill Blvd.Rehabilitation and Water Improvement Project August 12,2024 Hagman $2,000,000 Foothill Blvd.Rehabilitation and Water Improvement Project

ISSUES AND ANALYSIS
The Motorola APX N70 is a next-generation public safety radio that delivers a powerful combination of advanced technology, durability, and interoperability. Designed with input from law enforcement professionals,the APX N70 addresses the evolving needs of officers in the field by providing not only reliable voice communication but also integrated data and situational awareness tools that enhance operational effectiveness.

One of the most compelling features of the APX N70 is its integration with Motorola's AWARE platform. AWARE is a situational intelligence solution that allows real-time monitoring of officer location, equipment status, and emergency alerts. When paired with the APX N70,this function significantly improves incident response by giving command staff and dispatchers the ability to track personnel movements and identify distress signals without relying on manual updates.In the event of an emergency,AWARE can automatically transmit a distress signal along with the officer's location,enabling faster,more accurate support and significantly improving officer safety.

The APX N70 also benefits from seamless compatibility with Motorola's suite of public safety applications,including SmartConnect, SmartMapping, SmartMessaging, and ViQi Virtual Assistant. SmartConnect ensures that the radio maintains continuous communication by intelligently switching between LMR and LTE networks based on signal availability. This hybrid connectivity is particularly valuable in urban fringe areas, large facilities, or during mutual aid responses where traditional radio coverage may be inconsistent.

SmartMapping provides real-time geolocation of personnel and assets, which supports tactical decision-making and allows for more effective coordination during dynamic incidents such as foot pursuits, large-scale events, or critical emergencies. Officers and supervisors can view live maps on paired mobile devices or consoles,reducing confusion and improving situational awareness.

SmartMessaging enables secure text, image, and file sharing between officers and dispatch or among units, which reduces radio traffic and allows sensitive information to be communicated discreetly. This is particularly useful for sharing suspect photos, BOLO (Be On the Lookout) notices, or event-specific instructions without interrupting ongoing voice traffic.

Additionally, the ViQi Virtual Assistant provides voice-activated access to key radio functions such as channel changes,status checks,and location requests.This hands-free functionality allows officers to remain focused on their environment and maintain situational awareness,particularly in high-risk or rapidly changing scenarios.

Combined with these software solutions, the APX N70 offers exceptional audio clarity through adaptive noise suppression and intelligent volume adjustment. This ensures effective communication even in high-noise environments such as traffic scenes, crowd control situations, or adverse weather. The radio's rugged design, touchscreen interface is usable with gloves,and compliance with military durability standards(MIL-STD-810)makes it well-suited for the physical demands of law enforcement work.

Furthermore, the radio supports modern encryption standards and is fully interoperable with existing Motorola infrastructure and mutual aid systems. Its modular hardware design and upgradable software platform extend the device's lifecycle,ensuring that it remains a viable and secure communications tool as technology evolves.

Per Purchasing Policy 11.3 Sole Source Procurement, Motorola APX N70 is the sole proprietor of the hardware and software components of the ASTRO25 radio equipment which will be sued on the County's Trunked System.

Motorola is the only provider offering voice communication capabilities along with integration of a full ecosystem of applications that enhance situational awareness,officer safety, and operational coordination. These features make it a forward-looking investment in public safety communications that supports the Department's mission in both routine and critical operations.

The Upland Police Department's initiative to upgrade handheld radios addresses the critical need for modernized communication tools.With the current radios outdated and unsupported,this project will replace them with advanced models,featuring state-of-the-art communication capabilities and GPS functionality.

The attached agreement with the County of San Bernardino authorizes the acceptance of$783,944 in funding for the project - $483,944 from Second District Supervisor Armendarez and $300,000 from Fourth District Supervisor Hagman.

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

FISCAL IMPACTS
The total cost for the purchase of 130 Motorola APX N70 handheld radios is$1,044,332.With the acceptance of San Bernardino County Supervisors Armendarez and Hagman's discretionary funds, $783,944 towards the project, Account No. 2173211-5530-32451. The remaining$260,388 will be appropriated from Asset Forfeiture Machinery &Equipment Account No.2203211-5530-32451.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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

SAN BERNARDINO
COUNTY SAP Number
Board of Supervisors
Department Contract Representative Penelope Chang
Telephone Number 909-387-4886
Contractor City of Upland
Contractor Representative Staci Sullivan
City Finance Manager
Telephone Number 909-931-4172
Contract Term 06/18/2025 — 06/17/2026
Original Contract Amount Not-to-Exceed $783,944 Amendment Amount
Total Contract Amount Not-to-Exceed $783,944
Cost Center 1022001000 $483,944
1024001000 $300,000
IT IS HEREBY AGREED AS FOLLOWS:

WHEREAS, it is the policy of the Board of Supervisors (Board)to work with community partners through services provided by San Bernardino County (County) and contractual agreements to identify programs, projects, and initiatives, that support the mission of the County, and to provide services to citizens that promote health, safety, economic well-being, education, recreation, and other public services that enhance quality of life, and meet the needs of the County's citizens;
WHEREAS, under Government Code sections 26224 and 26227 the Board may contract with certain entities to provide certain services to County residents;
WHEREAS, the County desires to provide funding to the City of Upland (Contractor) for the Upland Police Department Radios Purchase Project (Radios Project or Services); WHEREAS, the County would like Contractor to provide these Services; WHEREAS, the County finds Contractor qualified to assist with the purchase of 130 Motorola Mobile Radios including necessary accessories and software to allow for improved interoperability between different departments and jurisdictions along with real-time communication regardless of vendor technology used; Standard Contract Pa9 g Q3opfl7.744

WHEREAS, providing funding to Contractor for the Radios Project serves the public purpose of promoting the safety and law enforcement needs of the residents of City of Upland and surrounding community through purchase of these radios; and assists the Second and Fourth District Supervisors with supporting the County's vision to promote safety, and law enforcement needs of County residents; WHEREAS, the County residents of Upland and the surrounding communities of the Second and Fourth Districts will be served by the Radios Project; and
WHEREAS, the County desires that such Services be provided by Contractor and Contractor agrees to perform these services as set forth below.

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

A. PURPOSE OF CONTRACT
This Contract is made for the purpose of providing funding to support Contractor in purchasing 130 Motorola Mobile Radios for the Upland Police Department.

B. CONTRACTOR RESPONSIBILITIES AND SCOPE OF SERVICES B.1 Funding arising out of this Contract will be used for a Scope of Services to assist Contractor with purchasing 130 Motorola Mobile Radios including necessary accessories and software to improve interoperability between different departments and jurisdictions; enable real-time communication regardless of vendor technology used; and upgrade critical communications via radio systems with improved signal strength and coverage and significantly reduce average delay time for radio messages.

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

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

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

B.5 Contractor acknowledges and agrees that it will make a matching contribution of at least 25% of the total cost of the project. Contractor's matching contribution will be a minimum of$261,314.

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

C.2 Contract Amendments
Contractor agrees any alterations, variations, modifications, or waivers of the provisions of the Contract, shall be valid only when reduced to writing, executed and attached to the original Contract and approved by the person(s) authorized to do so on behalf of Contractor and County.

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

Revised 1/10/23 PagEq400744

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

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

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

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

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

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

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

Revised 1/10/23 PagEqEQ§00744

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

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

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

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

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

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

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

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

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

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

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

C.15.3 Shall not sell, offer, or provide alcohol or an illegal or controlled substance to another person, except where Contractor or Contractor's employee who, as part of the Revised 1/10/23 Pages 00744

performance of normal job duties and responsibilities, prescribes or administers medically prescribed drugs.

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

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

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

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

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

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

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

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

C.20 Improper Consideration
Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.

The County, by written notice, may immediately terminate this Contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, Revised 1/10/23 PagelOg0137744

employee or agent of the County with respect to the proposal and award process. This prohibition shall apply to any amendment, extension or evaluation process once a contract has been awarded.

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

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

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

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

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

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

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

C.26 Nondisclosure
Contractor shall hold as confidential and use reasonable care to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, confidential information that is either: (1) provided by the County to Contractor or an agent of Contractor or otherwise made available to Contractor or Contractor's agent in connection with this Contract; or, (2) acquired, obtained, or learned by Contractor or an agent of Contractor in the performance of this Contract. For purposes of this provision, confidential information means any data, files, software, information or materials in oral, electronic, tangible or intangible form and however stored, compiled or memorialize and includes, but is not limited to, technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data.

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

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

C.29 RESERVED.

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

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

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

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

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

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

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

Revised 1/10/23 PagEq09 00744

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

For any subcontractor, Contractor shall:

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

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

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

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

C.38 Termination for Convenience
The County and the Contractor each reserve the right to terminate the Contract, for its convenience, with or without cause, with a thirty (30) day written notice of termination. Such termination may include all or part of the Services described herein. Upon such termination, payment will be made to the Contractor for Services rendered and expenses reasonably incurred prior to the effective date of termination. Upon receipt of termination notice Contractor shall promptly discontinue Services unless the notice directs otherwise. Contractor shall deliver promptly to County and transfer title (if necessary) all completed work, and work in progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and reports.

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

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

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

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

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

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

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

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

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

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

Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees (as that term is defined herein), within the last ten years, has been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or indirectly from the conduct of the firm's business, or whether the firm, or any of its partners, principals, members, associates or key employees, has within the last ten years, been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Contractor will be asked to describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail.

In addition, the Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees, within the last ten years, has been the subject of legal Revised 1/10/23 PagQ, 1g 0137744

proceedings as defined herein arising directly from the provision of Services by the firm or those individuals. "Legal proceedings" means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the Contractor will be asked to describe any such legal proceedings (and the status and disposition thereof) and the surrounding circumstances in detail.

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

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

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

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

For purposes of this provision, "business," "consumer," and "personal information" shall have the same meanings as set forth at Civil Code section 1798.140. Contractor must contact the County immediately upon receipt of any request by a consumer submitted pursuant to the CCPA that requires any action on the part of the County, including but not limited to, providing a list of disclosures or deleting personal information. Contractor must not sell, market or otherwise disclose personal information of a consumer provided by the County unless specifically authorized pursuant to terms of this Contract. Contractor must immediately provide to the County any notice provided by a consumer to Contractor pursuant to Civil Code section 1798.150(b) alleging a violation of the CCPA, that involves personal information received or maintained pursuant to this Contract. Contractor must immediately notify the County if it receives a notice of violation from the California Attorney General pursuant to Civil Code section 1798.155(b).

D. TERM OF CONTRACT
The Contract is effective as of June 18, 2025 and expires June 17, 2026 but may be terminated earlier in accordance with provisions of this Contract.

The County Chief Executive Officer, at the direction of the Second and Fourth District Supervisor, may extend the term of the Contract, in writing, to allow Contractor to complete all requirements in the Contract under the following conditions:

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a. In aggregate all extensions do not exceed twelve (12) calendar months; b. Are specifically requested by Contractor;
c. Will not change the project goals or scope of Services; d. Are in the best interests of County and Contractor in performing the scope of Services under this Contract; and
e. Do not alter the amount of compensation under this Contract.

E. RESERVED.

F. FISCAL PROVISIONS
F.1 The maximum amount of payment under this Contract shall not exceed $783,944 ($483,944 from the Second District and $300,000 from the Fourth District discretionary funds) and is subject to availability of funds to the County. The consideration to be paid to Contractor, as provided herein, shall be in full payment for all Contractor's Services and expenses incurred in the performance hereof, including travel and per diem.

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

Disbursement of funds to Contractor shall be made in one lump sum. Upon review/approval by County, County shall make payment to Contractor within thirty (30) working days after receipt of Contractor's invoice or the resolution of any billing dispute. Contractor shall email County the Contractor's invoice requesting one lump sum payment. The invoice(s) shall reflect the Entity Payable To Name and Address, Invoice Date, Invoice Number, Project Name, Contract Number, County-Issued Purchase Order (if applicable), the text "Final Invoice", amount due, in a format acceptable to the County for Services performed under this Contract. Contractor shall email invoice to County Administrative Office-Finance and Administration (County Finance) and shall include in the Subject Line: BOS — ENTITY NAME — PROJECT NAME — CONTRACT NUMBER — PO# [PURCHASE ORDER NUMBER]" (i.e. BOS-SAN BERNARDINO COUNTY-EDUCATION PROGRAM —25-NNN — PO 4100NNNNNN).

Contractor shall submit a final expenditure report documented with "audit ready" supportive evidence of each expenditure and proof of payment until all funds have been justified 60 days after project completion. Documentation shall be submitted electronically, and Contractor shall supply hard copies upon request by County. Supportive evidence shall include, but is not limited to, copy of County's approval email to Contractor, quotes, copy(ies) of purchase order, packing slips, a copy of the invoice submitted by Contractor requesting one lump sum payment from County, invoices paid by the Contractor for this project, proof of payment, etc., to County Finance.

Email to County Finance shall include in the Subject Line: BOS — ENTITY NAME — PROJECT NAME — CONTRACT NUMBER — PO # [PURCHASE ORDER NUMBER]"-SUPPORTIVE DOCUMENTS.

F.3 Contractor shall accept all payments from County via electronic funds transfer (EFT) directly deposited into the Contractor's designated checking or other bank account. Contractor shall promptly comply with directions and accurately complete forms provided by County required to process EFT payments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

G.11.4 Umbrella Liability Insurance — An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a "dropdown" provision providing primary Revised 1/10/23 PagQ114q#f3R44

coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability.

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

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

CORRECTION OF PERFORMANCE DEFICIENCIES

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

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

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

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

K. ENTIRE AGREEMENT
This Contract, including all Exhibits and other attachments, which are attached hereto and incorporated by reference, and other documents incorporated herein, represents the final, complete and exclusive agreement between the parties hereto. Any prior agreement, promises, negotiations or representations Revised 1/10/23 PagQ1f5ok317/44

relating to the subject matter of this Contract not expressly set forth herein are of no force or effect. This Contract is executed without reliance upon any promise, warranty or representation by any party or any representative of any party other than those expressly contained herein. Each party has carefully read this Contract and signs the same of its own free will.

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

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

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

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

DOCUMENT HAS BEEN DELIVERED TO THE

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

Deputy
Address 460 N. Euclid Ave.

Upland, CA 91786

FOR COUNTY USE ONLY
Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by Department Julie Surber, Principal Assistant County
Counsel
Date Date Date
Revised 1/10/23 Pag@197cf3144

MOTOROLA SOLUTIONS
Motorola Solutions, Inc.
10680 Treena St., Suite 200
San Diego, CA 92131
May 21st, 2025
Upland Police Department,
Subject: Motorola Solutions Sole Source-ASTRO25 APX RADIO EQUIPMENT Motorola Solutions, Inc. ("Motorola") is the market leader in radio communications systems and products for the U.S. Government and Public Safety Market and is pleased to have the Upland Police Department as a valued customer. The ASTRO25 radio subscribers we design and manufacture contain proprietary hardware and software components which are not commercially available except through Motorola and its channel partners.

The Motorola Radio Equipment and Options that will be purchased by the Upland Police Department will be used on the County of San Bernardino's existing Motorola ASTRO P25 Trunked System. These radios will operate on P25 Trunked equipment with proprietary features, operating on the Motorola Solutions core equipment located at San Bernardino County Master Site.

If you have any questions regarding our radio equipment, please contact your Account Manager, William Golden at(909) 809-6778.

Sincerely,
Motorola Solutions, Inc.

William Golden
Sr. Account Manager

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The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal,without the express written permission of Motorola.

MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.©2025 Motorola Solutions, Inc.All rights reserved.

MOTOROLA SOLUTIONS
Motorola Solutions, Inc.
500 W Monroe Street,Ste 4400
Chicago, IL 60661-3781
USA
May 19, 2025
Marci Williams
Upland Police Department
1499 W 13th St
Upland, CA 91786
Subject: APX Radio Refresh and Training
Dear Sgt. Williams,
Motorola Solutions, Inc. ("Motorola") is pleased to have the opportunity to provide Upland Police Department with quality communications equipment and services. The Motorola project team has taken great care to propose a solution that will meet your needs and provide unsurpassed value.

To best meet the functional and operational specifications of this solicitation, our solution includes a combination of hardware, software, and services. Specifically, this solution is for the APX N70 radios and training and provides:
• One hundred thirty (130)APX N70s and Accessories
• One (1)Aware Standard (1 year)
• APX N70 Training Class
This proposal includes this cover letter and the attached Motorola Solutions Customer Agreement ("MCA"). This proposal shall remain valid until June 28th, 2025. Upland Police Department may accept the proposal by delivering to Motorola the signed MCA or by issuing a Purchase Order that references "Motorola's APX Radio Refresh and Training proposal dated May 16, 2025". Alternatively, Motorola would be pleased to address any concerns Customer may have regarding the proposal. If you have any questions please contact William Golden, Motorola Solution Senior Account Manager, by phone at 909- 809-6778 or via email [email protected].

We thank you for the opportunity to furnish Upland Police Department with "best in class" solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry.

Sincerely,
9_144-7 6,“<-1----
Jerry Burch
MSSSI Vice President
Motorola Solutions, Inc.

Upland Police Department May 19,2025
APX Radio Refresh and Training
Table of Contents
Section 1
System Description 2

1.1 Solution Overview 2

1.2 APX N70 Portable Radio 2

1.2.1 CommandCentral Aware 5

1.3 Training 6
Section 2
Statement of Work 7

2.1 Motorola Responsibilities 7

2.2 Upland Police Department Responsibilities 7

2.3 Assumptions 8
Section 3
Training 9

3.1 Training Overview 9

3.2 Motorola Solutions Training 9

3.2.1 Training Delivery 10

3.2.2 Training Courses 11

3.2.3 Training Tools 13

3.3 Proposed Training Overview for The Upland Police Department 14

3.3.1 Radio User Training Plan 14

3.3.2 Course Descriptions for The Upland Police Department 15 Section 4
Service/Warranty 18
Section 5
Equipment List 19
Section 6
Pricing Summary 21

6.1 Equipment and Services 21

6.2 Payment Schedule 21
Section 7
Contractual Documentation 1
Table of Contents MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
Section 1
System Descri tion
p
1 .1 Solution Overview
Motorola Solutions ("Motorola") is pleased to provide Upland Police Department ("Upland PD) with a proposal to refresh their radio fleet with one of Motorola's latest Public Safety grade radios, the APX N70. The N70 incorporates best in class audio and ergonomics with the APX lines durability and ruggedness. Motorola is also including a single CommandCentral Aware instance with licensing for SmartLocate to allow for Upland PD to track these radios in the field in real time, as well as training on using both the APX N70 and CommandCentral Aware. Together, these platforms will enable Upland PD to utilize the latest in P25 communication technology while enabling Upland PD to track officers in the field to provide enhanced officer safety and efficiency. 1 .2 APX N70 Portable Radio
The APX N70 offers affordable, N70 generation communications for the County without compromising P25 interoperability or voice and data • quality. It offers a durable design with "pick-up-and-go" functionality, optimizing ease-of-use and focused communications in almost all environments.

Durable and Easy to Use
The APX N70 enhances operations with a full color transflective glass display with touch technology for easy operation with gloves on. The touchscreen includes a high velocity user interface with large touch targets, shallow menu hierarchy, home screen information at a glance, and access to integrated apps. Additionally, the N70 offers extended battery life, a shorter antenna, and Bluetooth compatibility with audio accessories, promoting efficient communications between first responders.

Mission-Critical Audio 1111
For first responders in mission-critical situations, the APX N70 offers high dynamic range microphones and an adaptive sound engine that minimizes background noise and promotes clarity, amplifying intelligible - voice communication between first responders. _ Essential and Secure P25 Communications
The APX N70 is certified compliant with P25 standards and supports Figure 1-1: APX N70 digital and analog conventional and trunked communications, FDMA and TDMA, and Integrated Voice and Data. P25 communications over the N70 are safe and secure—it offers software and hardware encryption, single- and multi key encryption, and P25 Authentication, protecting communications during daily operations.

System Description Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
Reliable Connectivity
Using the APX N70 lets first responders stay connected across disparate networks. It can be equipped with LTE, Wi-Fi®, Bluetooth®, and GPS features, bringing future-ready applications, services, and best- in-class connectivity to everyday users. APX N70 radios support 7/800 MHz frequency bands across radio systems with minimal intervention by the radio user.

Evolving with Application Services
A host of optional application services enhances the APX N70 device's capabilities.

SmartProgramming
In conjunction with RadioCentral provisioning capabilities, the SmartProgramming application allows radios to be updated anywhere within an agency's local LTE network coverage area. APX N70 devices do not need to be tied to a computer via USB cable, limited to Wi-Fi network coverage or gated by Land Mobile Radio (LMR) bandwidth. SmartProgramming allows the APX N70 device to take advantage of LTE broadband data speeds to pull programming jobs from RadioCentral devices in minutes.

The SmartProgramming Application Service is proposed as a subscription-based model to optimize budget and scale to meet evolving needs.

SmartLocate
The APX N70 SmartLocate application sends accurate GPS location information of field personnel over a broadband network, without relying on the LMR system, enabling dispatchers to track units more frequently and improve resource deployment. The use of broadband increases the frequency of location reporting beyond an LMR system to allow for a higher number of users without LMR infrastructure capacity limitations.

SmartLocate also enhances location information accuracy using nearby cell-towers and Wi-Fi access points. This leads to more accurate APX N70 radio unit tracking and improved location performance when a user moves indoors or enters marginal conditions (deep street canyons, forested areas).

SmartLocate is seamlessly integrated with CommandCentral Aware and features location triggers such as time, distance, push-to-talk (PTT), emergency, and accelerated cadence during emergency.

The SmartLocate Application Service is proposed as a subscription-based model that optimizes budget and scales to meet evolving needs. SmartLocate provides enhanced capabilities to existing investments in CommandCentral Aware. Access to CommandCentral Aware is not included with the SmartLocate subscription.

SmartMapping
The SmartMapping application provides precise and accessible location information for field users on APX N70's modernized map interface, improving situational awareness and informing response. Users can see their own location and the location/status of other officers at a glance and immediately tap to communicate with these personnel. SmartMapping streamlines engagement by providing access to the application directly from the APX N70 home screen to best support users wherever the mission takes them. See SmartMapping screen displays in Figure 1-2 below.

System Description ®MOTCROLA SOL&770MS
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
12'30 MAP LIST •

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Figure 1-2: SmartMapping Widget, Map View, and Location Pop-up Display (Left to Right) SmartMapping also provides the following capabilities for APX N70 first responders:
• Search for specific users to communicate with using accessible, on-screen navigation and search tools.
• Select map layers to get a different area view, including Street View, Terrain, or Satellite Image. • Adapt to changing agency needs as new integrations and capabilities are introduced for the SmartMapping application.

SmartMessaging
Smart Messaging is an application service that allows APX N70 users to share multimedia communications over a Broadband connection, offloading traffic from mission-critical LMR networks while enhancing public safety capabilities. From the APX N70 home screen, users can send more detailed multimedia messages, with image, video, or audio file attachments, to enhance situational awareness and improve response success. An enhanced search and history functionality is available for users to easily access previous messages by name, content, and time range, helping them find specific information when needed.

SmartMessaging also supports the following capabilities:
• Receive "Be on the Lookout" (BOLO) images, videos, locations, and audio from a WAVE dispatch application sent to an APX N70 user or predefined groups. • Send text messages to an individual or group of contacts to provide all necessary personnel with updated intelligence.
• Secure communications with encrypted messaging data from an APX N70 device to the server. • Adapt to changing agency needs as new integrations and collaboration tools become available for the SmartMessaging application.

System Description ®MOTCROLA SO0U77ONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
SmartConnect
SmartConnect allows first responders to access critical intelligence no matter where the mission makes them. It keeps first responders connected and maintains critical LMR features through a broadband connection. By seamlessly switching between P25 LMR and LTE cellular networks, SmartConnect extends reliable Push-to-talk ("PTT") communications as users roam onto supported broadband networks. Authentication, status, talkgroups, and encryption are all preserved automatically, without interruptions or resets to ensure that first responders continue to have access to the critical features they need in dangerous situations.

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The San Bernardino County P25 System does not currently support SmartConnect but Motorola can provide a demo Talk Group on a hosted system for Upland PD to trial this feature.

1.2.1 CommandCentral Aware
CommandCentral Aware consolidates all critical incident information into one complete operating picture. This situational awareness technology supports officer safety by providing your dispatch center or real time crime center with access to powerful analytics, alerts and video feeds, all through a single consolidated screen.

1.2.1.1 Radio Location, Detail and Status
The CommandCentral Aware Standard offer comes with integration to N70 radios equipped with an active SmartLocate subscription. Once SmartLocate is activated, these APX radios can send device location, details and status over a broadband network. This data is available in CommandCentral System Description Q MOTOROLA SO0U77ONS Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
Aware on the map and event monitor. Broadband connectivity via SmartLocate increases the frequency of location reporting beyond the capability of an LMR system to improve location accuracy and enable more devices to be tracked.
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Figure 1-4: CommandCentral Aware Display Screen
1 .3 Training
Motorola is also proposing in person training to Upland PD on the use of the new APX N70s, as well as remote training on CommandCentral Aware.

System Description IID MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
Section 2
Statement of Work
Motorola is proposing to Upland Police Department the delivery of the following equipment at the specified locations.

Site Name Major Equipment
Upland PD 130 APX N70 and Accessories
The document delineates the general responsibilities between Motorola and Upland PD as agreed to by contract.

2.1 Motorola Responsibilities
Motorola's general responsibilities include the following:
• Perform the delivery of the Motorola-supplied equipment • Schedule the proposed subscriber training in agreement with Upland PD. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for training.
• Provide Upland PD with the Aware licensing and training

2.2 Upland Police Department Responsibilities
Upland PD will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. General responsibilities for Upland PD include the following:
• Program all the Motorola provided equipment.
• Provide the programming codeplug to Motorola for development of training course • Provide all computing and network access to support accessing the CommandCentral Aware instance
• Ensure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment.
• Obtain all licensing, site access, or permitting required for project implementation. • Obtain frequencies for project as required.
• Upland PD will provide a dedicated delivery point, such as a warehouse, for receipt, inventory, and storage of equipment prior to deployment
• Coordinate the activities of all Upland PD vendors or other contractors.

Statement of Work Q MOTCNOLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training

2.3 Assumptions
Motorola has made several assumptions in preparing this proposal, which are noted below. In order to provide a firm quote, Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions.
• Upland and/or San Bernardino County ITD will program the provided radio equipment. Motorola has not included template development, fleetmapping efforts, or core system configuration in this proposal. Any additional services will require a mutually agreed upon Change Order. • A training room will be provided for the different training sessions with appropriate audio/visual support to be provided by Upland PD.
• All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56.
• All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage, and site grounding to support the requirements of the system described. • All existing towers will have adequate space and size to support the antenna network requirements of the system described.
• Any additional system licenses required are the responsibility of Upland PD to purchase. • Any site/location upgrades or modifications are the responsibility of Upland PD. • Any tower stress analysis or tower upgrade requirements are the responsibility of Upland PD. • Approved FCC licensing provided by Upland PD.
• Approved local, State, or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of Upland PD. • Any required system interconnections not specifically outlined here will be provided by Upland PD. These may include dedicated phone circuits, microwave links, or other types of connectivity.
• No coverage guarantee is included in this proposal. • Motorola is not responsible for interference caused or received by the Motorola-provided equipment except for interference that is directly caused by the Motorola-provided transmitter(s) to the Motorola-provided receiver(s). Should San Bernardino County's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue.

Statement of Work Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
Section 3
Training

3.1 Training Overview
Partnering with Motorola Solutions will enable The Upland Police !mire, Department to build personnel competency and maximize return on ' ; I yR investment. - +
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Effective training ensures successful implementation and use of your communications system by all personnel for the life of the system. The - training plan furnished to The Upland Police Department is comprised of targeted coursework developed and delivered by our expert instructors.

This plan, included below, will effectively provide The Upland Police Department' personnel with a comprehensive understanding of the proposed system and user equipment.

We will collaborate with The Upland Police Department to tailor a final training plan to enable The Upland Police Department' organization to operate, configure, and manage the proposed solution effectively and efficiently.

3.2 Motorola Solutions Training
Motorola Solutions provides an expanding portfolio of training delivery methods, tools, and courses to support the training needs of our customers. The figure below shows the elements of our training methodology that qualify us as the leader in the communications training industry.

Training
Delivery
Maximize
Return on
Investment Courses
Build
Competencies
Training
Tools •
Figure 3-1: Build the competencies of The Upland Police Department personnel and maximize your return on investment with Motorola Solutions'expanding portfolio of training delivery methods,tools, and courses.

Training Q MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training

3.2.1 Training Delivery
Training Methods
Motorola Solutions' training experience and expertise enables our customers to gain the training they need to use during critical times in a variety of methods. As shown in the figure below, we offer three interactive methods of training: Online Self-Paced, Virtual Instructor-Led, and Instructor-Led.

Online Self-Paced Training (OLT)
411.

Allows you to gain foundational knowledge
on a variety of topics using your own
computer,at your own schedule.

Vng(VILT}
O ffirtua lers scheduledInstructor instructor-ledLedTraini courses in . an on-line virtual environment.

Instructor Led Training(ILT)
Performed at one of the Motorola Technical
r Training Centers,or On-site at your location
using your operational equipment.
r -Trlr'
Figure 3-2: Motorola Solutions offers a variety of interactive training methods that cater to different learning techniques, allowing more effective ways to give personnel the skills they need.

These training approaches ensure our customers receive the understanding they need for the practical aspects of their jobs.

Delivery Options
Field
Field class delivery is "tailored" to the customer's specific system. We are providing classes which are not offered as standard "Open Resident" classes at our training facilities. The students benefit from working on their own systems, at their home location and within their schedules.

Motorola Facility
Resident classes are open to all Motorola customers, seating is based on availability, and participant guides and required pre-work when applicable are included in the tuition. These courses are comprehensive and are not tailored to any one customer's system. Students benefit from other students' experiences and are allowed to take systems out of service. These courses provide optimal "hands-on" training.

Training ®MOTCROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
Motorola Facility Closed Sessions-Customer Specific
Special Resident classes are closed sessions for a particular Motorola Solutions customer.

The customer is essentially renting the classroom. These courses are tailored to the customer's system as much as possible. The instructor will require the customer's system diagrams prior to the class taking place. The students will receive their ASTRO 25 IV&D manuals on CD-ROM and hard copy participant guides. Class manuals, participant guides, and required pre-work are included in the pricing of the class per student. The students are allowed to take systems out of service, which provides optimal "hands-on" training.

Motorola Solutions Instructors
We have approximately 40 instructor resources distributed across North America. These instructors are available to train customers in our Technical Training Center located in Schaumburg, Illinois, while specific training courses are available at our facility in Plantation, Florida. Training can also be delivered directly on-site at customer locations. All instructors undergo an Instructional Skills and Technical Knowledge Program, which is a globally-recognized training and instructor assessment program.

Consultative Services
Motorola Solutions provides consultative services for our customers, which includes personalized training plans and other training-related services. Our dedicated training consultant team works with our customers and Motorola Solutions account teams to identify and meet the training needs of technical, administrative end users, and other audiences.

3.2.2 Training Courses
Motorola Solutions offers a wide range of training courses to help our customers improve their proficiency with our expanding portfolio and get the most from their training system.

Our specialized courses/curriculums are designed for our customers' role. Whether they are an administrator, technician or user, Motorola Solutions makes sure our customers are equipped with foundational and advances skills.

General overviews of product and/or solution training offered are listed below:

Foundational Radio and Networking Training
Foundational Radio and Networking training provides new hires or staff from different skilled backgrounds fundamental knowledge. Some of these courses are online/self-paced while others are instructor led. Some topics include: Radio System Basics, Basic Networking, Communication System Concepts, Networking Essentials and Applied Networking. This allows Motorola Solutions to offer training before installation, during installation and after your solution is operational.

ASTRO 25 Infrastructure Training Courses
ASTRO 25 Infrastructure Training provides participants with a full curriculum that will enable them to maintain/service the new solution, and will give them the skills required to manage and operate the solution to obtain its fullest potential and capabilities.

Training ®MOTCROLA SOLUT7ON8
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training
ASTRO 25 Patch Management Training Course
ASTRO 25 Patch Management Training provides ASTRO 25 Land Mobile Radio (LMR) system administrators the information needed to access and patch their radio network infrastructure, update antivirus definitions, and review log files.

Console Training Courses
Console Training provides participants with a curriculum that will enable them to obtain a high-level understanding of the system configuration, general console operation, how to perform basic tasks, operating procedures for specific features, and the knowledge and skills necessary to manage and maintain the system.

Mobile and Portable Radio Training Courses
Mobile and Portable Radio Training provides participants with an introduction to the radio, the knowledge and skills necessary to perform basic radio operation, common operational tasks, operating procedures for specific features of the radio, and technical programming and maintenance of radios.

MOTOTRBO Training Courses
MOTOTRBO Training provides participants with a full curriculum that will enable them to maintain/service the new solution, and will give them the skills required to manage and operate the solution to obtain its fullest potential and capabilities.

CallWorks Training Courses
CallWorks Training provides participants with an overview of the components and functionality of the main application, operation, troubleshooting, a high-level understanding of the software, and configuration and maintenance of components of the CallWorks solution.

PremierOne Training Courses
PremierOne Training provides participants with sufficient knowledge of the PremierOne solution and its tools, giving them the skills necessary to operate and maintain the PremierOne solution.

LTE Training Courses
LTE Training provides participants a high-level understanding of the Public Safety LTE system and the network elements that comprise the system. Participants will gain knowledge of LTE architecture, signaling, system administration, and applied networking.

WAVE Training Courses
WAVE Training provides participants with an overview of the WAVE solution. It offers a basic understanding of how WAVE delivers a Radio-over-IP solution; describes features, hardware, and software requirements; how to use applications; and provides instruction in designing, integrating, and troubleshooting the WAVE solution.

Training Q MOTOROLA SOLUTIONS
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Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training

3.2.3 Training Tools
Training Kits
Training kits are essential suitcase equipment, labs and exercises that apply to some of the ASTRO, MOTOTRBO, WAVE and LTE solutions. These kits are used in addition to equipment, in order to prevent solution downtime while training is conducted. As part of specific on-site classes, shown in Table 3-1, kits are included and shipped to our customers to allow students an in-depth, hands-on experience.

Table 3-1: Field Classes Training Kit Availability
Field Classes Training Kit Availability
Networking Essentials Server Virtualization
Applied Systems Networking WAVE Certified Integration Engineer Domain Controller MOTOTRBOTM Systems Applied Networking Tracking and Evaluation
All customer training is tracked and evaluated. The Project Manager and training team tracks and records all courses completed through the implementation of the project. Surveys are given to trainees to evaluate the trainers. Feedback is given and placed on our customer shared website.

End User Training Kit (EUTK)
The End User Training Kit is a knowledge-transfer tool designed to accelerate learning through customizability. Using the EUTK allows trainers to customize user/operator training to match unique button, feature programming, and displays provided in the system and radio codeplug. These tailored materials are developed by Motorola Solutions trainers using training kits that allow customer trainers to modify training materials when radio or console features change. Personnel are taught how to maneuver through and tailor the EUTK screens. The tailored selections are saved to an electronic file that the Motorola Solutions training team provides to the customer.

For a more detailed view of the training Motorola Solutions provides, please see our Product and System Technical Training Course Catalog: https://learning.motorolasolutions.com/catalog/56280enus Training Q MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training

3.3 Proposed Training Overview for The Upland Police Department
In order to achieve the training goals identified by The Upland Police Department, we propose the following courses.

It is necessary that participants bring their laptop computers for all system administrator and technician classes.

Materials will be delivered electronically via USB drives.

3.3.1 Radio User Training Plan
I Course Title Target Sessions Duration Location Date Participants Audience
APX N70 Portable Radio 2 2 days Upland, CA Prior to 15 (1 Model) Users (4-hour Cutover
Utilizing the End Sessions)
User Training Kit
Instructor-led
Training Q MOTOROLA SOLUTIONS
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Motorola Solutions

Upland Police Department May 19,2025
APX Radio Refresh and Training

3.3.2 Course Descriptions for The Upland Police Department Course descriptions for The Upland Police Department are included on the following pages. 1 .1 .1 .1 APX N70 Train-the-Trainer
Course Synopsis and This course provides radio trainers with an introduction to the APX N70 radio, Objectives: its basic operation and tailored job aids available for assistance in operation.

The learning experience is a mix of facilitation and hands-on activities to help users perform common tasks associated with the APX N70 operation.

Segmentation between user groups(i.e.Police,Fire/EMS,and Public Service)is encouraged to help focus instruction on the specific operational issues of the individual user group.This course is geared for customers who have an experienced dedicated training staff in their organization. It provides the customer's identified training personnel with the knowledge and practice applying training techniques that will enable them to successfully train their students.Trainers will use audio visual(End User Toolkits—EUTK),facilitation and"hands-on"activities to facilitate learning events supported by tailored or customized training materials and job aides.They will become proficient in discussing common tasks associated with the operation of the customer's radios.

After completing the course the participant will be able to:
❑ Understand a high-level overview of the customer system configuration.
❑ Understand the general radio operation.
❑ Understand proper operating procedures for specific customer features.
❑ Perform basic operational tasks of the radio.
❑ Utilize the provided job aids to perform specific tasks associated with the radio.

Delivery Method: ILT-Instructor-led training
Duration: 8 hours
Participants: Trainers,Supervisors and Support Personnel Class Size: Up to 15
Prerequisite: Previous two-way radio and training experience Curriculum: Basics:
❑ Controls
ill ❑ Buttons
❑ Switches
❑ Setting up APX N70
❑ Mics/Speakers
❑ Indicators
Using APX N70:
❑ On/Off/Standby
❑ SmartTouch/OnScreen keyboard
❑ Widgets
Training Q MOTOROLA SOLUTIONS
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Upland Police Department May 19,2025
APX Radio Refresh and Training
❑ Adjustments
❑ Battery Management
❑ Updates
Specific Features:
❑ Changing Talkgroups/Channels
❑ Changing Zones
❑ Mute tones of keypad
❑ Talkgroup Call
❑ Private Call
❑ Accessing Private Call Feature
❑ Initiating Private Call
❑ Call List Programming
❑ Announcement/All Call(Calls involving Multiple Talkgroups) ❑ Initiating Announcement/All Call
❑ Direct/Talkaround
❑ Failsoft
❑ Radio Profiles
❑ Accessing and changing Radio Profile
❑ Secure Operations
❑ ARS
Optional Features:
❑ Scan
❑ Scan program
❑ Priority Scan
❑ Dynamic Priority
❑ Telephone Interconnect
❑ Accessing Telephone Interconnect Feature
❑ Initiating a Phone Call
❑ Phone List Programming
❑ Contacts
Services:
❑ Smart Connect
❑ ViQI Voice Control
❑ ViQi Virtual Partner
❑ SmartLocate
❑ Radio Central
❑ SmartProgramming
Connectivity
❑ LTE
❑ WiFi
❑ Bluetooth
Data Services:
❑ Text Messaging
❑ Accessing the Text Messaging Feature
Training Q MOTOROLA SOLUTIONS
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❑ Creating a Free Form Text Message
❑ Sending a"Canned"Text Message
❑ GPS
❑ OTAP User Interface
❑ Encryption
❑ Emergency
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Section 4
Service/Warranty
Motorola will be providing a standard one (1) year manufacturers warranty on the proposed equipment.

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Section 5
Equipment List
This section lists the equipment necessary for the proposed equipment and Aware licenses.

APX N70 EQUIPMENT LIST
QUANTITY NOMENCLATURE DESCRIPTION
130 H35UCT9PW8AN APX N70 7/800 MODEL 4.5 PORTABLE 130 QA09016AA ADD: LTE FOR VERIZON LTE SERVICE
130 QA08853AA ADD:CPS ENABLEMENT
130 QA09001AM ADD:WIFI CAPABILITY
130 G996AU ADD: PROGRAMMING OVER P25(OTAP) 130 Q629BD ENH:AES ENCRYPTION AND ADP
130 QA05100AA EHN:STD 1 YR WARRANTY APPLIES
130 Q498BN ENH:ASTRO 25 OTAR W/MULTIKEY
130 H38DA ADD:SMARTZONE OPERATION
130 Q173CA ADD:SMARTZONE OMNILINK
130 Q361CD ADD: P25 9600 BAUD TRUNKING
130 Q806CH ADD:ASTRO DIGITAL CAI OPERATION 130 QA09028AA ADD:VIQI VC RADIO OPERATION
1 PSVO1S03059A APX N70 PROVISIONING WITH CPS
130 SSVO1S01406A SMARTCONNECT
130 SSV01S01476A SMARTLOCATE
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130 SSV01S01907A SMARTMAPPING
130 SSV01S01906A SMARTMESSAGING
75 PMNN4816A BATT IMPRES 2 LIION IP68 3200T
1 PSV01502944A PROVISIONING SUPPORT
130 PMMN4142A XVP730 REMOTE SPEAKER MICROPHONE
130 PMPN4604A CHARGER,CHGR DESKTOP SINGLE UNIT IMPRES 2 EXT US 2 NNTN8844B CHARGER, MULTI-UNIT, IMPRES 2,6-DISP, NA/LA-PLUG,ACC USB CHGR

COMMANDCENTRAL AWARE LICENSING
QUANTITY NOMENCLATURE DESCRIPTION
1 PSVOOSO4009A CC AWARE 4 HOURS VIRTUAL TRAINING 1 SSV00S01450B LEARNER LXP SUBSCRIPTION
25 SSV00504249A AWARE VIDEODEVICES
100 SSVOOSO4248A SOFTWARE,AWARE LOCATION DEVICES 1 SSVOOSO4179A AWARE STANDARD
Equipment List Q MO OROLA SOLUTionrs
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Section 6
Pricin Summaryg
Motorola is pleased to provide the following equipment and services to Upland Police Department.

6.1 Equipment and Services
Description Price ($)
QTY 130 APX N70 Subscriber Equipment $1,342,621 On-site 2 Day Training $10,555
Subscriber Subtotal $1,353,176
LA County Discount ($360,349)
Discount for Smart Apps Bundle Qty 50 (1 Year) ($15,000) Discount CCAware Standard (1 Year) ($7,850)
Sales tax (7.75%) $74,355
Total System $1,044,332

6.2 Payment Schedule
Contract Price. The Contract Price in U.S. dollars is $ 1,044,332 Motorola Solutions will use the following major milestones of the equipment order and training services financial billing:
• 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped) • 100% of the training Contract Price due upon completion Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. Motorola will submit invoices to the Customer for services when they are performed. County will make payments to Motorola within thirty (30) days after the date of each invoice.

County will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number of Motorola, Inc is 36-1115800. For invoicing purposes only all discounts will be applied to the subscriber pricing.

Pricing Summary Q MOTOROLA SOLUTIONS
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Section 7
Contractual Documentation
Provided on the following pages.

CD MOTOROLA SOLUTIONS
Contractual Documentation
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Motorola Solutions Customer Agreement
This Motorola Solutions Customer Agreement(the"MCA")is entered into between Motorola Solutions, Inc., and affiliated companies, with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola")and the entity purchasing Products(as defined below)from Motorola("Customer"). Motorola and Customer will each be referred to herein as a "Party" and collectively as the "Parties". This Agreement(as defined below) is effective as of the earlier of(a)the first purchase of a Product from Motorola, and (b)the date of the last signature on the Agreement(the "Effective Date").

1. Agreement.

1.1. Scope; Agreement Documents. This MCA governs Customer's purchase of Products (as defined below) from Motorola. Additional terms and conditions applicable to specific Products are set forth in one or more agreed upon addenda incorporated within this MCA(each an"Addendum", and collectively the"Addenda").

This MCA, the applicable Addenda, and Proposal collectively form the Parties' "Agreement".

1.2. Order of Precedence. In interpreting this Agreement and resolving any ambiguities each Addendum will control with respect to conflicting terms in the Agreement, but only as applicable to the Products described in such Addendum. The Proposal will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described in the Proposal.

2. Definitions.
"Authorized Users" means Customer's employees and contractors engaged for the purpose of supporting or using the Products and Services on behalf of Customer, and that are not competitors of Motorola, and the entities (if any) specified in a Proposal or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. "Change Order" means a written amendment to this Agreement after the Effective Date. "Communications System" is a solution that includes at least one radio Product, whether devices, software, or infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. "Contract Price" or"Fees" means the charges applicable to the Products, excluding applicable sales or similar taxes and freight charges.
"Confidential Information" means any and all non-public information provided by one Party to the other that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable business person would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products, and Documentation, as well as any other information relating to the Products. "Customer Data" has the meaning given to it in the DPA. "Customer-Provided Equipment" means components, including equipment and software, not provided by Motorola which may be used with the Products.
"Data Processing Addendum" or "DPA" means the Motorola Data Processing Addendum applicable to processing of data, including Customer Data, as updated, supplemented, or superseded from time to time. The DPA is incorporated into and made a part of this Agreement for all purposes pertaining to the contents of the DPA. Where terms or provisions in the Agreement conflict with terms or provisions of the DPA, the terms or provisions of the DPA will control with respect to the contents of the DPA. "Documentation" means the documentation for the Products, or data, that is delivered or made available with the Products that specifies technical and performance features, capabilities, users, or operation, including MOTOROLA SOLUT10N8
Contractual Documentation
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training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information.
"Equipment" means hardware provided by Motorola.
"Equipment Lease-Purchase Agreement" means the agreement by which Customer finances all or a portion of the Contract Price.
"Feedback" means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including end users, in connection with or relating to the Products. "Integration Services" means the design, deployment, implementation, and integration Services provided by Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon by the Parties.
"Licensed Software" means software which is made available to Customer by Motorola (for example software preinstalled on Equipment, accessible via a website provided by Motorola, or software installed on or made available for Customer-Provided Equipment) and is licensed to Customer by Motorola. "Lifecycle Management Services"or"LMS" means upgrade services as set out in the applicable Proposal. "Maintenance and Support Services" means the break/fix maintenance, technical support, or other Services described in the applicable Proposal.
"Motorola Data" means data owned by Motorola and made available to Customer in connection with the Products;
"Motorola Materials" means proprietary equipment, hardware, content, software,tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party). Products, Motorola Data, Third-Party Data(as defined in the DPA), and Documentation, are considered Motorola Materials. "Non-Motorola Materials" means collectively, Customer or third-party equipment, software, services, hardware, content, and data that is not provided by Motorola. "Proposal" means solution descriptions, pricing, equipment lists, statements of work ("SOW"), schedules, technical specifications, quotes, order forms, and other documents setting forth the Products to be purchased by Customer and provided by Motorola. The Proposal may also include an Acceptance Test Plan ("ATP"); a "Payment" Form (Communications System purchase only); or a "System Acceptance Certificate" (Communications System only), depending on the Products purchased by Customer.
"Products" or "Product" is how the Equipment, Licensed Software and Services being purchased by the Customer is collectively referred to in this Agreement(collectively as "Products", or individually as a "Product").
"Professional Services" are services provided by Motorola to Customer under this Agreement, including Integration Services, the nature and scope of which are more fully described in the Proposal. "Prohibited Jurisdiction" means any jurisdiction in which the provision of such Products is prohibited under applicable laws or regulations.
"Services" means services, including access to services, as described in the Proposal, and includes Integration Services, Subscription Services, Professional Services, Maintenance & Support Services, Contractual Documentation ®MOTOROLA SOL&770N8 Use or disclosure of this proposal is subject to the restrictions on the cover page.

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and Lifecycle Management Services provided by Motorola. "Service Completion Date" means the date of Motorola's completion of the Services described in a Proposal.
"Service Use Data" has the meaning given to it in the DPA. "Site" or "Sites" means the location where the Integration Services, Lifecycle Management Services, or Maintenance and Support Services will take place.
"Software-as-a-Service" or "SaaS" means a solution that includes at least one Subscription Service and associated Licensed Software, which may include, as an example, client software or a web page. "Software System" means a solution that includes at least one Licensed Software Product and requires Integration Services to deploy such Licensed Software Product at a Customer Site or onto any Customer- Provided Equipment or Equipment provided by or made available to Customer by Motorola. "Subscription" means a recurring payment for Products, as set out in the Proposal. "Subscription Services" or"Recurring Services" means Services, including access to Services, paid for on a subscription basis. Subscription Services includes services available through SaaS Products. "Term" means the term of this MCA which will commence on the Effective Date and continue until six(6) months after the later of (a) the termination, expiration, or discontinuance of Services under the last Proposal in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein.

3. Products and Services.

3.1. Products. Motorola will sell (a) Equipment, (b) licenses to Licensed Software, and (c) Services to Customer, to the extent each is set forth in this Agreement. At any time during the Term, Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in this Agreement. All Licensed Software is provided pursuant to the terms of the Software License Agreement.

3.2. Services.

3.2.1. Motorola will provide Services, to the extent set forth in this Agreement.

3.2.2. Integration Services; Maintenance and Support Services. Motorola will provide (a) Integration Services at the applicable Sites, agreed upon by the Parties, or (b) Maintenance and Support Services or Lifecycle Management Services, each as further described in the applicable SOW.

Terms applicable to Maintenance, Support and Lifecycle Management can be found in the Maintenance, Support and Lifecvcle Management Addendum.

3.2.3. Service Proposals. The Fees for Services will be set forth in Motorola's Proposal. A Customer point of contact may be set forth in the applicable SOW for the Services.

3.2.4. Service Completion. Services described in a Proposal will be deemed complete upon the Service Completion Date, or as Services expire, or are renewed or terminated.

3.2.5. Professional Services

3.2.5.1. Additional Service Terms. If Customer is purchasing Professional Services to evaluate or assess networks, systems or operations; network security assessment or network monitoring; Contractual Documentation Q MOTOROLA SOL&770MS Use or disclosure of this proposal is subject to the restrictions on the cover page.

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software application development Services; or transport connectivity services, Additional Services Terms apply.

3.3. Additional Product Terms. If the Products include one of the following Products or Product types, additional terms apply as found in the below links:

Mobile Video Products, such as LPR cameras, bodycams, or vehicle cameras, and related software Drone related Products
Comparison Manager
Data licensed from Motorola

3.4. Non-Preclusion. If, in connection with the Products provided under this Agreement, Motorola performs assessments of its own, or related, products or makes recommendations, including a recommendation to purchase other products, nothing in this Agreement precludes such efforts nor precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.

3.5. Customer Obligations. Customer represents that information Customer provides to Motorola in connection with receipt of Products are accurate and complete in all material respects. If any assumptions in the Proposals or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola's ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.

3.6. Documentation. Products may be delivered with Documentation. Documentation is and will be owned by Motorola, unless otherwise expressly stated in a Proposal that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non- exclusive license to use the Documentation solely for its internal business purposes in connection with the Products.

3.7. Motorola Tools and Equipment. As part of delivering the Products, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on the Proposal. The tools and equipment may be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in its custody or control, and be liable for any loss or damage.Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all such tools and equipment in its possession or control.

3.8. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users.

Customer is responsible for the secure management of Authorized Users' names, passwords and login credentials for access to Products.

3.9. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products in any Prohibited Jurisdiction, and Customer will not provide access to the Products to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.

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Motorola Solutions