Agenda packet — Upland City Council, June 9, 2025 (part 1 of 25)

4c4 a v� �� CITOAF upLAND
"The City of Gracious Living"
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" MEETING OF THE CITY COUNCIL
,71(1./e14/61Pa/
Bill Velto,Mayor
Rudy Zuniga, Mayor Pro Tern-District 4 Michael Blay,City Manager James Breitling,Councilmember-District 2 Stephen P. Deitsch, City Attorney Carlos A. Garcia,Councilmember -District 3 Keri Johnson, City Clerk Shannan Maust, Councilmember-District 1
Monday, June 9, 2025
Open session begins at 6:00 p.m.

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

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

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

Pages

1. CALL TO ORDER AND ROLL CALL

2. ADDITIONS-DELETIONS TO AGENDA

3. ORAL COMMUNICATIONS
This is a time for any citizen to comment on item listed on the closed session agenda only. Anyone wishing to address the legislative body is requested to submit a speaker card to the City Clerk at or prior to speaking. The speakers are requested to keep their comments to no more than three (3) minutes. The use of visual aids will be included in the time limit.

CLOSED SESSION BEGINS AT 5:00 p.m.

4. CLOSED SESSION
a. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL - EXISTING

LITIGATION
(Paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Case Name: Melissa Alvarado v. City of Upland
San Bernardino County Superior Court of California Case No. CIVSB2309447 b. CLOSED SESSION CONFERENCE WITH REAL PROPERTY NEGOTIATORS

California Government Code Section 54956.8
Property: Vacant land located on the north side of Arrow Route, approximately 645 feet west of Benson Avenue in the City of Upland (Assessor Parcel Numbers:
1007-271-45 & 1007-271-47)
City Negotiators: City Manager Michael Blay, Development Services Director Robert Dalquest, and Economic Development Coordinator Melecio Picazo Negotiating Party: James Dolback, Azure Seafood
Under Negotiation: Price and terms of payment

5. INVOCATION
Deacon Richard Simpson, St. Anthony's Catholic Church

6. PLEDGE OF ALLEGIANCE

7. PRESENTATIONS
Proclamation Recognizing Rosemarie "Rose" Martinez upon her Retirement with 30 years of Service to the City
Local Fire Hazard Severity Zone Maps Presentation by San Bernardino County Fire Assistant Chief Birchfield
Certificate of Recognition to Joshua Day for his Community Clean Up Efforts

8. CITY ATTORNEY

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

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

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

CAMPAIGN CONTRIBUTION DISCLOSURE: Pursuant Gov. Code § 84308, any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $500 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made.

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

Recommended Action:

Approve the Consent Calendar
a. APPROVAL OF MINUTES 9
Recommended Action:

Approve the Regular Meeting Minutes of May 27, 2025 and the Special Workshop Minutes of June 2, 2025. (Staff Person: Keri Johnson)
b. 2ND READING AND ADOPTION OF ORDINANCE NO. 1997 AMENDING 14

VARIOUS SECTIONS OF THE UPLAND MUNICIPAL CODE
CEQA: Not a project.

Recommended Action:

Hold 2nd reading by title only, waive further reading, and adopt Ordinance No. 1997 amending various sections of the Upland Municipal Code as specified. (Staff Person: Keri Johnson)
c. CONSIDER RATIFYING AN APPOINTMENT TO THE BUILDING APPEALS 24 BOARD
CEQA: Not a Project.

Recommended Action:

Ratify the appointment of Ronald Chan to the Building Appeals Board, term to expire in December 2028. (Staff Person: Keri Johnson)
d. CONSIDER RATIFICATION OF REAPPOINTMENTS TO LIBRARY BOARD OF 27

TRUSTEES
CEQA: Not a Project.

Recommended Action:

Ratify, by 4/5 vote of the Council, the Mayor's reappointment of Ralph Cavallo and Lynn Olson to the Library Board of Trustees, terms expire June 30, 2028. (Staff Person: Keri Johnson)
e. CONSIDER RATIFICATION OF A REAPPOINTMENT TO THE PLANNING 34

COMMISSION
CEQA: Not a Project.

Recommended Action:

Ratify the Mayor's reappointment of Jeffrey Johnson to the Planning Commission, term ending June 30, 2029. (Staff Person: Keri Johnson) f. CONSIDER ADOPTING A RESOLUTION APPROVING AND ADOPTING THE 38

ANNUAL INVESTMENT POLICY

CEQA: Not a Project
Recommended Action:

Adopt a Resolution approving and adopting the Annual Statement of Investment Policy for Fiscal Year 2025-2026. (Staff Person: Stephen Parker) g. CONSIDER ADOPTING A RESOLUTION APPROVING THE GENERAL FUND 59 RESERVE POLICY ALLOCATIONS FOR FISCAL YEAR 2025-26
CEQA: Not a Project.

Recommended Action:

Adopt a Resolution approving the General Fund Reserve Policy for Fiscal Year 2025-26. (Staff Person: Stephen Parker)
h. RATIFY THE AUDIT AGREEMENT WITH SPYGLASS GROUP, LLC FOR 68

TELECOMMUNICATIONS SERVICE ACCOUNTS
CEQA: Not a Project.

Recommended Action:

Ratify the Audit Agreement with Spyglass Group, LLC for telecommunications service accounts in an amount not-to-exceed $125,000. (Staff Person: Stephen Parker)
i. CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT 73 WITH ROBERT HALF, INC.

CEQA: Not a Project
Recommended Action:

Approve a Professional Services Agreement with Robert Half, Inc. for staff augmentation services and authorize the City Manager to execute the agreement. (Staff Person: Stephen Parker)
j. CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT 87 WITH MV CHENG & ASSOCIATES, INC.

CEQA: Not a Project.

Recommended Action:

Approve a Professional Services Agreement with MV Cheng & Associates, Inc. for staff augmentation services and authorize the City Manager to execute the agreement. (Staff Person: Stephen Parker)
k. CONSIDER APPROVAL OF THE FIRST AMENDMENT TO THE AGREEMENT 100

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

Recommended Action:

Approve the First Amendment to the Agreement with HdL Companies for contract business license services for one additional year through June 30, 2026 in an amount not-to-exceed $150,000 for the extension period; and authorize the City Manager to execute the First Amendment. (Staff Person: Stephen Parker) I. CONSIDER APPROVAL OF A THIRD AMENDMENT TO A PROFESSIONAL 149

SERVICES AGREEMENT FOR METROLINK SECURITY SERVICES
CEQA: Not a Project.

Recommended Action:

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. (Staff Person: Marcelo Blanco)
m. CONSIDER APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH 185

INLAND VALLEY RECOVERY SERVICES
CEQA: Not a Project.

Recommended Action:

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. (Staff Person: Marcelo Blanco)
n. CONSIDER ACCEPTANCE OF FUND ALLOCATIONS FROM SUPERVISORS 200

ARMENDAREZ AND HAGMAN FOR THE PURCHASE OF HANDHELD POLICE RADIOS
CEQA: Not a Project.

Recommended Action:

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. (Staff Person: Marcelo Blanco) o. REJECT ALL BIDS FOR PROJECT 82338, TOM THOMAS MAGNOLIA PLAZA, 265

AND RE-ADVERTISE THE PROJECT
CEQA: Not a Project.

Recommended Action:

Reject all bids for Project 82338, Tom Thomas Magnolia Plaza, and authorize staff to re-advertise the project. (Staff Person: Robert Dalquest) p. CONSIDER APPROVAL OF A SECOND AMENDMENT TO THE 267 PROFESSIONAL SERVICES AGREEMENT WITH HR GREEN PACIFIC, INC.

CEQA: Not a Project.

Recommended Action:

Approve the Second Amendment to the Professional Services Agreement with HR Green Pacific, Inc. to increase the contract amount by $38,000 for a total contract amount of $98,000 for Fiscal Year 2024-25. (Staff Person: Robert

Dalquest)
q. CONSIDER APPROVAL OF A FISCAL YEAR 2025 EUROFINS PURCHASE 292

ORDER INCREASE
CEQA: Not a Project.

Recommended Action:

Approve a $59,000 increase to Purchase Order No. 20250101, for a total purchase order amount of $234,000, to pay for additional water sampling for the remainder of the Fiscal Year. (Staff Person: Damien Arrula)

11. PUBLIC HEARINGS
a. VILLA SERENA SPECIFIC PLAN & ENTITLEMENTS FOR THE DEVELOPMENT 293 OF RESIDENTIAL UNITS AND SITE IMPROVEMENTS APN: 1045-121-04, 1045-151-35 AND 0207-483-46
CEQA: Certify Environmental Impact Report and Mitigation Monitoring Program.

Recommended Action:

The City Council will conduct a public hearing to consider the Villa Serena Specific Plan and related entitlements for the development of 65 single-family detached residential units and related site improvements. (Staff Person: Robert Dalquest)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Adopt a Resolution certifying the Final Environmental Impact Report (FEIR) and Mitigation Monitoring and Reporting Program for the project

5. Adopt a Resolution adopting General Plan Amendment No. 23-0002

6. Hold first reading by title only, waive further reading, and introduce an Ordinance adopting Zone Change No. 23-0002

7. Adopt a Resolution adopting the Villa Serena Specific Plan

8. Adopt a Resolution approving Tentative Tract Map No. 23-0001 (TT- 20245) and Development Plan Review No. 23-0002
b. CONSIDERATION OF A RESOLUTION APPROVING THE VACATION OF A 3657 PORTION OF PUBLIC WATER LINE EASEMENT AT 1010 E. 20TH STREET CEQA: Determined to be Exempt pursuant to Section 15061(b)(3) of the CEQA Guidelines.

Recommended Action:

The City Council will conduct a public hearing to consider vacating a portion of public water line easement at 1010 E. 20th Street. (Staff Person: Robert Dalquest)

1. Staff Presentation

2. Hold Public Hearing

3. Close Public Hearing

4. Adopt a Resolution approving the vacation of a 33-foot-wide portion of a water line easement over property located at 1010 E. 20th Street, further described as Assessor's Parcel Number 1044-102-08) and the underlying fee owner being Upland Storage Owner LLC.
c. PUBLIC HEARING ON CITY VACANCIES AND RECRUITMENT AND 3679 RETENTION EFFORTS IN COMPLIANCE WITH ASSEMBLY BILL 2561 CEQA: Not a Project.

Recommended Action:

The City Council will conduct a public hearing to review City vacancies, and recruitment and retention efforts in compliance with Assembly Bill 2561. (Staff Person: Stephen Parker)

1. Staff Presentation

2. Labor Group Presentation

3. Hold Public Hearing

4. Close Public Hearing

5. Receive and file this report on City vacancies, and recruitment and retention efforts

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

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

13. BUSINESS ITEMS
a. CONSIDER APPROVAL OF FISCAL YEAR 2025-26 MID-CYCLE BUDGET 3682 CEQA: Not a Project.

Recommended Action:

Approve the Fiscal Year 2025-26 Mid-Cycle budget summaries; approve the Capital Improvement Program budget; approve the updated Schedule of Positions; approve the job descriptions for the Deputy Public Works Director and Policy and Legislative Affairs Manager; and adopt a Resolution approving the appropriations limit for Fiscal Year 2025-26.
b. CONSIDER AWARD OF SOLE SOURCE CONTRACT FOR PROJECT NO. 3730 92131 SAN ANTONIO CANYON WATER TREATMENT PLANT

REHABILITATION AND UPGRADES
CEQA: Categorically Exempt from further environmental review pursuant to Section 15301 (c). The City filed the Notice of Exemption with the County of San Bernardino on May 1, 2025.

Recommended Action:

Award a construction contract to MISCO Water in the amount of $2,660,535.12 (Base Amount plus Additional Items) and approve a construction contingency of $404,464.88 for the total amount of$3,065,000.00. (Staff Person: Damien Arrula)

14. COUNCIL COMMUNICATIONS

15. CITY MANAGER

16. ADJOURNMENT
The next regularly scheduled City Council meeting is Monday, June 23, 2025.

NOTE: If you challenge the public hearing(s) or the related environmental determinations in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City of Upland, at, or prior to, the public hearing.

All Agenda items and back-up materials are available for public review at the Upland Public Library, at 450 North Euclid Avenue, the City Clerk's Office at 460 North Euclid Avenue and the City website at www.uplandca.gov .

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office, 909-931-4120.

Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR 35.102-35.104 ADA Title II].

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

On June 4, 2025 a true and correct copy of this agenda was posted on the bulletin boards at 450 N. Euclid Avenue (Upland Public Library) and 460 N. Euclid Avenue (Upland City Hall), and the City website at www.uplandca.gov

MINUTES OF THE REGULAR MEETING OF THE UPLAND CITY COUNCIL May 27, 2025
6:00 p.m.

City Council Chamber
City Hall, 460 N. Euclid Avenue
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga
Staff Present: Assistant City Manager Stephen Parker, City Attorney Stephen P.

Deitsch, City Clerk Keri Johnson

1. CALL TO ORDER AND ROLL CALL
The regular meeting of the Upland City Council was called to order by Mayor Bill Velto at 6:02 p.m. in the Council Chamber of the Upland City Hall.

2. ADDITIONS-DELETIONS TO AGENDA
City Clerk Johnson stated that item 10e was removed from the agenda.

3. ORAL COMMUNICATIONS
None.

4. CLOSED SESSION

5. INVOCATION
Ayesha Khan, Middle Ground Muslim Center

6. PLEDGE OF ALLEGIANCE
Led by Library Director Adam Tuckerman

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

8. CITY ATTORNEY
City Attorney Deitsch stated he had no report.

9. ORAL COMMUNICATIONS
Carlos Flores, Upland, thanked Councilmember Maust for bringing forward a way to assist veteran business owners.
1

Page 9 of 3744 ends

Sophia Cohen, Field Representative for Assemblymember Michelle Rodriguez, announced an upcoming event in the City.

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

Moved by: Councilmember Zuniga
Seconded by: Councilmember Garcia
Approve the Consent Calendar
Motion: Carried Unanimously
a. APPROVAL OF MINUTES
Approve the Regular Meeting Minutes of May 12, 2025 and the Special Meeting Minutes of May 19, 2025.
b. 2ND READING AND ADOPTION OF ORDINANCE NO. 1996 ESTABLISHING

AN ENTERTAINMENT ZONE IN DOWNTOWN UPLAND
Hold 2nd reading by title only, waive further reading and adopt Ordinance No. 1996 adding Chapter 9.18 to the Upland Municipal Code relating to the establishment of an Entertainment Zone in Downtown Upland pursuant to Senate Bill 969, and determine the Ordinance is Categorically Exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 of the CEQA Guidelines.
c. CONSIDER APPROVAL OF APRIL WARRANT AND PAYROLL REGISTERS Approve the April warrant registers totaling $12,254,232.75 (check numbers 52428 - 52851 and direct disbursements) and payroll registers totaling $1,919,203.53 (check numbers 164169 — 164178 and electronic fund transfers 54255 - 54822).
d. CONSIDER AUTHORIZING THE TRANSFER OF UNCLAIMED FUNDS TO THE

GENERAL FUND
Authorize the transfer of$13,287.98 in unclaimed funds to the General Fund. f. CONSIDER APPROVAL OF TWO PROFESSIONAL SERVICES AGREEMENTS

WITH WILLDAN FINANCIAL SERVICES
Approve the Professional Services Agreements with Willdan Financial Services for financial services related to debt issuances in an amount not-to-exceed $50,000 and annual Community Facilities District administration in an amount not-to-exceed $85,000; and authorize the City Manager to execute the three-year term Agreements.
g. TREASURER'S REPORT APRIL 2025
Receive and file the April 2025 Treasurer's Report.
h. CONSIDER APPROVAL OF GARAGE AUTOBODY PURCHASE ORDER IN THE AMOUNT OF $70,000
2

Page 10 of 3744 ends

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

CONSIDER ACCEPTING THE NOTICE OF COMPLETION FOR RESERVOIR 7, 12, AND 13 OVERFLOW AIR GAP INSTALLATION
Approve the work for Project No. 92102, 92106, and 92107; authorize the City Manager or designee to record the Notice of Completion; and reduce the Faithful Performance Bond to 10% for the Reservoir 7, 12, and 13 Overflow Air Gap Installation Project.
k. CONSIDER APPROVAL OF THE ANNUAL MILITARY EQUIPMENT REPORT Review Ordinance No. 1960 and approve the 2025 Annual Military equipment report regarding the Police Department's possession of military equipment per Assembly Bill 481.

CONSIDER RATIFYING THE PROCUREMENT OF AXON FLEET 3

DASHBOARD CAMERA SYSTEMS AND APPROVE THE MASTER SERVICES

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

REPORT WRITING SYSTEM AND APPROVING THE MASTER SERVICES AND

PURCHASING AGREEMENT
Ratify the procurement of the Axon Draft One Al Report Writing System and approve the Axon Master Services and Purchasing Agreement in the total amount of$283,583.70 for a 39-month contract.
e. CONSIDER APPROVAL OF THE FIRST AMENDMENT TO THE AGREEMENT

WITH HDL COMPANIES FOR CONTRACT BUSINESS LICENSE SERVICES This item was removed from the agenda.
j. CONSIDER APPROVING A FUNDING AGREEMENT WITH SBCTA FOR THE

PREPARATION OF CONSTRUCTION PLANS FOR THE DOWNTOWN

UPLAND PARKING STRUCTURE
Councilmember Zuniga stated that he had a conflict of interest on item 10j and would be abstaining from voting on that item. Councilmember Zuniga left the Council Chamber at 6:34 p.m.

Development Services Director Dalquest answered questions from the Council regarding the funding for the project.

Moved by: Councilmember Garcia
Seconded by: Councilmember Breitling
Approve the Funding Agreement with the San Bernardino County Transportation Authority to assist in funding the preparation of construction plans for the Downtown Upland parking structure for a not-to-exceed amount of$500,000. 3

Page 11 of 3744 ends

Motion: Carried Unanimously with Councilmember Zuniga abstaining Councilmember Zuniga returned to the Council Chamber at 6:36 p.m. and took his seat at the dais.

11. PUBLIC HEARINGS

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

CONFERENCE ATTENDANCE
Councilmember Breitling provided an update on the Upland Library events and statistics.

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

SECTIONS OF THE UPLAND MUNICIPAL CODE
City Clerk Johnson presented the staff report along with a PowerPoint presentation.

Moved by: Councilmember Breitling
Seconded by: Councilmember Zuniga
Hold first reading by title only, waive further reading, and introduce Ordinance No. 1997 amending various sections of the Upland Municipal Code as specified.

Motion: Carried Unanimously

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

15. CITY MANAGER
Assistant City Manager Parker announced an upcoming City Council workshop.

16. ADJOURNMENT
Mayor Velto adjourned the meeting at 6:47 p.m. The next regularly scheduled City Council meeting is Monday, June 9, 2025.

Keri Johnson, City Clerk
4

Page 12 of 3744 ends

MINUTES OF THE SPECIAL WORKSHOP OF THE UPLAND CITY COUNCIL June 2, 2025
5:00 p.m.

SPECIAL WORKSHOP
Council Chamber and remote location
City Hall, 460 N. Euclid Avenue and Kaiser Permanente Regional Laboratory, Room 2201, 13000 Peyton Drive, Chino Hills CA
Members Present: Mayor Bill Velto, Councilmember James Breitling, Councilmember Carlos A. Garcia, Councilmember Shannan Maust, Councilmember Rudy Zuniga (via remote location)
Staff Present: City Manager Michael Blay, City Clerk Keri Johnson

1. CALL TO ORDER AND ROLL CALL
The special meeting of the Upland City Council was called to order by Mayor Bill Velto at 5:00 p.m. in the Council Chamber of the Upland City Hall.

2. ORAL COMMUNICATIONS
None

3. AGENDA ITEMS
a. MID-YEAR CAPITAL IMPROVEMENT PROGRAM (CIP) UPDATE AND

PROPOSED PUBLIC WORKS REORGANIZATIONAL STAFFING PLAN
At 5:44 p.m. Mayor Velto called a recess. The Council reconvened in open session at 5:46 p.m.

Assistant City Manager Arrula presented the staff report along with a PowerPoint presentation. Assistant City Manager Arrula and Public Works staff answered questions from the Council throughout the presentation, including questions regarding funding sources, the Pavement Condition Index Report, proposed pickleball/tennis courts in Memorial Park, the conditions of park parking lots, SCADA system modernization, the five year Capital Improvement Project plan, and the proposed Public Works reorganization.

4. ADJOURNMENT
Mayor Velto adjourned the workshop at 6:45 p.m. The next regularly scheduled City Council meeting is Monday, June 9, 2025.

Keri Johnson, City Clerk
1

Page 13 of 3744 ends

toF °py�� CITOFUPLAND
A .,` "The City of Gracious Living" QQtFOR�lP / / �Lh�C.L VV
DATE: May 27,2025 Ord READING AND ADOPTION NC TO: MAYOR AND CITY COUNCIL •--�— Date III Z,s Item No.P1b FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:KERI JOHNSON,CITY CLERK
SUBJECT: CONSIDERATION OF AN OMNIBUS ORDINANCE AMENDING VARIOUS SECTIONS OF

THE UPLAND MUNICIPAL CODE
RECOMMENDED ACTION:

It is recommended that the City Council hold first reading by title only, waive further reading, and introduce an Ordinance amending various sections of the Upland Municipal Code as specified.

GOAL STATEMENT
The proposed action supports the City's goal of ensuring that the Upland Municipal Code is consistent with State Law and complements current City practices,regulations,and policies.

BACKGROUND
The Upland Municipal Code requires periodic updates to ensure consistency with City policies and State Law, to improve clarity,and to better serve the public. An omnibus ordinance is the packaging of a collection of amendments relatively small in scale and having a limited scope of impact,into one"omnibus"ordinance. The City Clerk's office coordinates this process for all departments annually.

ISSUES AND ANALYSIS
Staff has identified several provisions in the Upland Municipal Code(UMC)requiring review and revision. As part of this review process, the City Clerk worked with other departments and the City Attorney to review and consider the proposed changes. The following provides the Council an overview of the proposed changes:
• Amending Section 2.12.010 to remove the section regarding Council approval of the director of fmance as that position is appointed by the City Manager.
• Amending Chapter 2.14.020 to add the option for a designee to provide confirmation, notifying filers that their statement was received.
• Amending Chapter 2.48.090 to be consistent with the City's formal bid process. • Amending Section 2.56.060 to update the current gift limit established by the Fair Political Practices Commission.
• Amending Sections 3.32.020,3.32.030,and 3.32.040 changing"director of fmance"to"Treasurer." • Amending Section 3.32.050 updating the process for check signatures. • Deletion of Chapter 5.68 Mobilehome Rent Review.
• Amending Section 13.12.050(G)(2)the discount of an individual's water utility bill is a gift of public funds and thereby prohibited.

All proposed revisions are included in a redline attachment for ease of reference.

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 fiscal impact is limited to the publication of the Ordinance summaries and codification of the Ordinance into the Upland Municipal Code.These nominal costs have been included in the existing City Clerk's operating budget.

Page 14 of 3744 ends

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 15 of 3744 ends

ORDINANCE NO. 1997

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA AMENDING VARIOUS SECTIONS OF

THE UPLAND MUNICIPAL CODE AS SPECIFIED
WHEREAS, pursuant to Article XI, Section 5 of the California Constitution and Government Code section 37100, the legislative body of a city may pass ordinances not in conflict with the Constitution and the laws of the State or the United States; and
WHEREAS, every year, City Staff conducts an annual review of the Upland Municipal Code in order to ensure that the Upland Municipal Code remains consistent with current law, City policies, and practices; and
WHEREAS, City staff and the City Attorney have reviewed the Upland Municipal Code and have determined that certain updates to the Upland Municipal Code should be implemented; and
WHEREAS, the proposed revisions are detailed in the Staff Report and indicated in the redline document provided to the City Council.

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

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

Section 2. Amendment of Section 2.12.010. Section 2.12.010 of Chapter

2.12 of Title 2 of the Upland Municipal Code is hereby amended to read in its entirety as follows:
"2.12.010 Finance director—Creating, duties.

The office of director of finance of this city is established. The director of finance shall be appointed by the city manager and shall execute and deposit with the city of Upland a fidelity bond in the penal sum of $25,000.00, and shall exercise all of the powers and be subject to all the duties granted to and imposed upon the city clerk by the provisions of Article 1, Chapter 4, Part 2, Division 3 of Title IV of the Government Code, and Sections 40802, 40803, 40804 and 40805 of said Government code.
(Prior code § 2340.1)"
Section 3. Amendment of Section 2.14.020. Section 2.14.020 of Chapter

2.14 of Title 2 of the Upland Municipal Code is hereby amended to read in its entirety as follows:
"2.14.020 Procedures for utilizing online filing.

A. Electronic filing is mandatory unless the officer, candidate, or committee is exempt as described in Section 2.14.010(A) or California Government Code

Page 16 of 3744 ends

Ordinance No. 1997

Page 2 ends

Section 84615(a).

B. Any elected officer, candidate, or committee who has electronically filed a statement using the city clerk's online system is not required to file a copy of that document in paper format with the city clerk.

C. The city clerk or designee shall issue an electronic confirmation that notifies the filer that the statement was received, the notification shall include the date and the time that the statement was received and the method by which the filer may view and print the data received by the city clerk. The date of filing for a statement filed online shall be the day that it is received by the city clerk.

D. If the city clerk's system is not capable of accepting a statement due to technical difficulties, an elected officer, candidate, or committee shall file that statement in paper format with the city clerk.

E. The online filing system shall enable electronic filers to complete and submit filings free of charge.

F. The city clerk is authorized to adopt such additional administrative policies and procedures as deemed necessary to implement, and not otherwise in conflict with, this chapter.
(Ord. 1950 § 3, 2021)"
Section 4. Amendment of Section 2.48.090. Section 2.48.090 of Chapter

2.48 of Title 2 of the Upland Municipal Code is hereby amended to read in its entirety as follows:
"2.48.090. Formal bid procedure.

Except as otherwise provided in this chapter, purchases of supplies, equipment or services of an estimated value greater than the amount established by resolution shall be by written contract with the lowest or highest, as the case may be, responsible bidder pursuant to the procedure prescribed in this section.

A. Notice Inviting Bids. Notices inviting bids shall include a general description of the article(s) to be purchased or sold, shall state where bid blanks and specifications may be secured, and the time and place for opening bids.

1. Posted notices. Notices inviting bids shall be posted at least ten days before the date of the bid opening on the city's website. Notices inviting bids, requests for proposals, or requests for qualifications for professional services may be posted, as available, during the solicitation process, if applicable.

B. Bidder's Security. When deemed necessary by the purchasing official, bidder's security may be prescribed in the public notices inviting bids. Bidders shall be entitled to return of bid security; provided, however, that a successful

Page 17 of 3744 ends

Ordinance No. 1997

Page 3 ends

bidder shall forfeit the bid security upon refusal or failure to execute the contract within 10 days after the notice of award of the contract has been mailed unless, in the latter event, the city is solely responsible for the delay in executing the contract. The city council may, on refusal or failure of the successful bidder to execute the contract, award it to the next lowest responsible bidder. If the city council awards the contract to the next lowest responsible bidder, the amount of the lowest bidder's security differential shall be applied by the city to the contract price differential between the lowest and second lowest bid, and the surplus, if any, shall be returned to the lowest bidder. If the city council rejects the remaining bids presented and re- advertises, the amount of the lowest bidder's security may be used to offset the cost of receiving new bids and the surplus, if any, shall be returned to the lowest bidder.

C. Bid Opening Procedure. Sealed bids shall be submitted to the purchasing official and shall be identified as "bid" on the envelope. Alternatively, bids and proposal submissions may be submitted electronically through the electronic bidding system that the city utilizes, unless the purchasing official determines otherwise. Bids shall be opened in public at the time and place stated in the public notice. A tabulation of all bids received shall be open for public inspection during regular business hours for a period of not less than 30 calendar days after the bid opening.

D. Rejection of Bids. In its discretion, the city council may reject any and all bids presented, re-advertise for bids or authorize the purchasing official to award a contract after negotiation for the most reasonable cost under existing conditions. The right to reject any or all bids is expressly reserved to the city.

The decision of the city council shall be final.

E. Award of Contracts. Except as otherwise stated in this section, contracts shall be awarded to the lowest responsible bidder. Contracts which involve public works exceeding the bid limits or are formally bid shall be awarded by the city council.

F. Tie Bids. If two or more bids received are for the same total or unit price, quality and service being equal, the city council may, at its discretion, accept the one it chooses or accept the lowest bid made by negotiation with the tied bidders.

G. Performance Bonds. The city council shall have authority to require a performance bond before entering into a contract in such amount as it shall find reasonably necessary to protect the best interest of the city. If the city council requires a performance bond, the form and amount of the bond shall be described in the notice inviting bids and the form of the bond shall be as determined by the city attorney.

H. Waiver of Defects. The city council shall have the right to waive any irregularities or informalities in the bidding or in the procedures as set forth in this chapter. No irregularity or informality shall void any contract.

Page 18 of 3744 ends

Ordinance No. 1997

Page 4 ends

(Prior code § 2810)"
Section 5. Amendment of Section 2.56.060. Section 2.56.060 of Chapter

2.56 of Title 2 of the Upland Municipal Code is hereby amended to read in its entirety as follows:
"2.56.060 Conflict of interest.

Pursuant to the regulations of the Fair Political Practices Commission and the California Government Code and the cases arising thereunder no party shall engage in any business or transaction or shall have a financial or other personal interest, direct or indirect, which would interfere with the proper discharge of their official duties in the public interest or would tend to impair their independence of judgment or action in the performance of official duties.

Personal, as distinguished from financial interest, includes an interest arising from blood marriage relationships or close business or political association.

Specific examples of conflicts of interest are enumerated below for the guidance of the parties:

A. Outside Employment. Subject to the city's personnel rules or adopted agreement no party shall engage in, or accept, private employment or render services for private interest when such employment or service is incompatible with the proper discharge of their official duties or would tend to impair their independence of judgment or action in the performance of their official duties.

B. Disclosure of Confidential Information. No party shall, without proper prior legal authorization, disclose confidential information concerning the property, government, or affairs of the city, including those arising from closed sessions. No party shall use confidential information to advance the financial or other private interest of themselves or third parties.

C. Gifts and Favors. Pursuant to the regulations of the Fair Political Practices Commission and the California Government Code and the cases arising thereunder no party shall accept any services or gift with a value in excess of $630.00, as adjusted by the state of California from time to time, whether in the form of service, loan, thing, or promise from any person, firm, or corporation which to their knowledge is interested directly or indirectly in any manner whatsoever in business dealings with the city; nor shall any such official or employee: (1) accept any gift or favor that will tend to influence them in the discharge of duties; or (2) grant, in the discharge of duties, any improper favor, service, or thing of value. The city may allow the use of a gift by all the employees at the work site, at the discretion of the department head.

D. Representing Private Interest Before City Agencies or Courts.

Consistent with state law and the regulations of the Fair Political Practices Commission no party shall appear on behalf of private interest before any agency of the city. No party shall represent a private interest in any action or

Page 19 of 3744 ends

Ordinance No. 1997

Page 5 ends

proceeding directly against the interest of the city in any litigation to which the city is a party except as expressly permitted by law.

E. Contracts with the City. In the event a prohibition arising under Government Code Sections 1090 through 1091.5 is not applicable any party who has a substantial or controlling financial interest in any business entity, transaction, or contract with the city, or in the sale of real estate, materials, supplies, or service to the city, shall make known to the proper authority such interest in any matter on which they may be called to act in their official capacity. They shall refrain from voting upon or otherwise participating in the transaction or the making of such contract or sale.

F. Disclosure of Interest in Legislation and Policy Discussions.

1. Consistent with state law and regulation a councilmember or mayor who has a financial or other private interest in any legislation shall disclose, on the record of this council or other appropriate author, the nature and extent of such interest and participate unless it is necessary or desirable to recuse themselves from the matter.

2. Any other party who has a financial or other private interest, and who participates in discussion with, or gives an official opinion to the council, shall disclose on the records of the council or other appropriate authority the nature and extent of such interest.

G. Statement of Economic Interest. Pursuant to law and city policy, the designated employees of the city of Upland shall:

1. File a Form 700 as required by law;

2. Other employees, designated by the city's conflict of interest code, shall file a form 700.

H. Political Campaign Contributors. Any party receiving campaign donations in an amount that exceeds the value of $1,000.00 whether by cash, loan, thing, or in-kind, from any person, firm, corporation or associated/related group with known ties to issues before a voting body of the city, shall not vote upon or otherwise participating in the discussion of said issue before the voting body for a period of one year from the date of the donation. (Ord. 1859 §1, 2011)"
Section 6. Amendment of Sections 3.32.020, 3.32.030, 3.32.040, and

3.32.050. Sections 3.32.020, 3.32.030, 3.32.040, and 3.32.050 of Chapter 3.32 of Title 3 of the Upland Municipal Code is hereby amended to read in its entirety as follows:
"3.32.020. Facsimile signatures-Warrants.

Page 20 of 3744 ends

Ordinance No. 1997

Page 6 ends

All warrants drawn upon the treasurer of the city may be signed by the facsimile signatures of the mayor and city treasurer in accordance with the laws of the state.
(Prior code § 2700.2)

3.32.030. Facsimile signatures-Payroll checks.

All payroll checks drawn upon the treasurer of the city may be signed by the facsimile signature of the city treasurer in accordance with the laws of the state.
(Prior code § 2700.3)

3.32.040. Facsimile signatures-Certifying with state.

The mayor and city treasurer of the city shall submit a certified manual signature with the Secretary of State as required by the laws of the state. (Prior code § 2700.4)

3.32.050. Operation of check signer.

The director of finance shall designate an employee to maintain possession of the signature-control key who is not authorized to print checks; and designate employees to print the checks on the check signing machine who must sign out the signature-control key.
(Prior code § 2700.5)"
Section 7. Removal of Chapter 5.68. Chapter 5.68, Mobilehome Rent Review, of Title 5 of the Upland Municipal Code is hereby deleted in its entirety.

Section 8. Amendment of Section 13.12.050. Section 13.12.050 of Chapter

13.12 of Title 13 of the Upland Municipal Code is hereby amended to read in its entirety as follows:
"13.12.050. Water rates.

A. Water for Supplying Consumers. Water shall be measured through meters installed by the water division at the expense of the consumer, and rates shall be set from time to time by resolution approved by the members of the city council.

B. Standby Service. Charges shall be set from time to time by resolution approved by the members of the city council.

C. Prorating of Charges for Water. There shall be a prorating of commodity charges for water on all opening and closing bills, and the full bimonthly standby service charge shall apply to service rendered and water supplied during any billing period or portion thereof.

Page 21 of 3744 ends

Ordinance No. 1997

Page 7 ends

D. No Rebate Until Notified. No allowance or rebate shall be made in the water rate charged against any premises so long as the water remains connected therewith, and the full rate shall be charged against any and all property or premises as herein specified until the finance division has been notified by the owner or consumer to shut off the water therefrom.

E. Vacant Dwellings. In case a premises becomes vacant, the regular minimum rates shall be charged and no refund or discount shall be made until the finance division has been notified by the owner or consumer to shut off the water.

F. Outside City Limits. For water furnished to any consumer outside the city limits rates shall be set by resolution approved by the members of the city council from time to time. The council may, however, provide by written agreement with any city, county, or other governmental agency the rate to be charged and said rates shall be as set forth in the said resolution.

Consumers outside the city limits receiving the city water are subject to all rules and regulations as set by this division to obtain water service.

G. Current Water Charges.

1. For the supplying of customers, water shall be measured through meters installed by the water division at the expense of the consumer and the rates shall be set from time to time by resolution approved by the members of the city council.

H. Units-Served Charge. For multiple services from a single meter there shall be an added monthly charge for each additional unit served over one. For purposes of administration, an added unit shall be: (1) each residential dwelling comprising duplexes, triplexes, apartment buildings and separate houses; (2) each separate occupancy comprising professional centers, commercial centers, industrial parks, or combinations thereof; (3) each unit space in a mobile home park or trailer park. The units-served charge shall be in addition to the standby service charge based on the meters size for the first unit, plus an additional charge per month for each additional unit served. The units-served charge shall be set from time to time by resolution approved by the members of the city council.

I. Temporary Water Meters. For water to be used on construction of buildings, the same rate is established as set forth in subsection G of this section, provided that an application must be made for such water to the water division which shall have installed a meter through which water must be used and measured. The installation of such a meter shall be paid for by the applicant before any water shall be turned on. The cost of the installation shall be set from time to time by resolution approved by a majority vote of the members of the city council. Temporary meters shall be installed for a period of time not to exceed 120 days. (Ord. 1983, 11/27/2023)"

Page 22 of 3744 ends

Ordinance No.

Page 8 ends

Section 9. Compliance with California Environmental Quality Act. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

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

Section 10. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

Section 11. Effective Date. This Ordinance shall become effective thirty (30) days from its adoption.

Section 12. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published in a newspaper of general circulation printed and published within the City of Upland, pursuant to all legal requirements.

PASSED, APPROVED, AND ADOPTED this 9th day of June, 2025.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, California, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Upland held on the 27th day of May, 2025, and was adopted at a regular meeting of the City Council of the City of Upland on the 9th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

Page 23 of 3744 ends

��°� °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:KERI JOHNSON,CITY CLERK
SUBJECT: CONSIDER RATIFYING AN APPOINTMENT TO THE BUILDING APPEALS BOARD RECOMMENDED ACTION:

It is recommended that the City Council ratify the appointment of Ronald Chan to the Building Appeals Board,term to expire in December 2028.

GOAL STATEMENT
The proposed action supports the City's goal to provide opportunities for the citizenry to participate in local government through service on various committees,commissions,and boards.

BACKGROUND
Every city must establish a process to hear and decide appeals of orders, decisions and determinations made by the enforcing agency relative to the application and interpretation of the California Building Code and other regulations governing construction,use,maintenance and change of occupancy.

The Building Appeals Board(Board)was established in 1977 under the authority of the Uniform Building Code. Its members must possess relevant experience to competently interpret the Uniform Codes related to Building, Mechanical,Plumbing,Housing,Dangerous Building Abatement,and the National Electrical Code.

ISSUES AND ANALYSIS
Ronald Chan has submitted an application to serve on the Building Appeals Board and possesses an engineering background,which fulfills one of the required qualifications to serve on the Board.Councilmember Maust has chosen to appoint Mr. Chan as her representative on the Board. This appointment requires the ratification of the Council.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 24 of 3744 ends

UpL�U~��of s
City of Upland
Public Service Application for Commissions,
C1 •NamR'S", Committees, or Boards
I am applying to serve on the following commission, committee, and/or board.

Building / planning / public works.

Name: Ronald Chan
Home Address: Upland CA 91784
Primary Phone: Secondary Phone:

Email Address:

Which district do you live in?
® District 1 ❑ District 3
❑ District 2 ❑ District 4
Current occupation: Engineer
Professional/educational background:

I have worked as a public servant for a local agency for the past 15 years.

Why are you interested in serving on a commission, committee, or board? I want to contribute and help our community.

Describe any other skill experience that you possess that will qualify you for the commission, committee, or board desired:

Page 25 of 3744 ends

List three (3) community references:
1 . NAME: Shannon Maust PHONE:

2. NAME: Glenylen Chan PHONE:

3. NAME: Sylvia Gonzales PHONE:

On a separate sheet please answer the following:

What do you feel are the most important issues facing the City of Upland? (300 words or less)
I declare, under penalty of disqualification and termination, that all statements in this application are true and correct to the best of my knowledge. I further declare that if I am appointed, I will serve fairly, impartially, and to the best of my ability.

I am available at the time of the regularly scheduled meetings of the commission, committee, or board to which I am applying.

I further acknowledge that information contained in this application is a public record and may be subject to public inspection pursuant to the California Records Act (CA Gov. Code § 6250 et seq.). Applications are kept on file in the City Clerk's office for a period of three years.

Signature: EM=- Date: 5/27/25
I read and understand the above statement
Please return your completed, signed application to [email protected] or submit to:

City of Upland
Office of the City Clerk
460 N Euclid Ave
Upland, CA 91786
Unsigned applications will not be accepted.

Page 26 of 3744 ends

��°� °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:KERI JOHNSON,CITY CLERK
SUBJECT: CONSIDER RATIFICATION OF REAPPOINTMENTS TO LIBRARY BOARD OF

TRUSTEES
RECOMMENDED ACTION:

It is recommended that the City Council ratify the Mayor's reappointment of Ralph Cavallo and Lynn Olson to the Library Board of Trustees,terms expire June 30,2028.

GOAL STATEMENT
The proposed action supports the City's goal to provide opportunities for the citizenry to participate in local government through service on various committees,commissions,and boards.

BACKGROUND
The Library Board of Trustees (Board) was created by ordinance in 1913 and the composition and terms of office were amended pursuant to California Library Laws in 1990. The Board is charged with providing materials and staff assistance for meeting the information and educational needs of library users.

Pursuant to Government Code Section 54972,the expiring terms of commission,committee,and board members were duly posted prior to December 31,2024. Appointments to the Board are for three year terms.

ISSUES AND ANALYSIS
Pursuant to Government Code Section 40605 and Resolution No.6818 the Mayor shall appoint the Committee,Board, and Authority members subject to the ratification by a majority of the Council.

The Mayor has chosen to reappoint Ralph Cavallo and Lynn Olson to the Board. Both have submitted applications and expressed their desire to continue to serve in this capacity. As both individuals have completed two full terms, their reappointments require a four-fifths vote of the Council for ratification.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 27 of 3744 ends

of IIpL ¢a r
64� 9 d City of Upland 4:D'
,.. Public Service Application for Commissions, --' ° .w `' sT, Committees, or Boards �w
9LIFORtu '1'1
I am applying to serve on the following commission, committee, and/or board.

Library Board
Name: Ralph A. Cavallo
Home Address
Primary Phone: Secondary Phone:

Email Address.

Which district do you live in?
❑ District 1 ❑ District 3
0 District 2 ❑ District 4
Current occupation: Retired
Professional/educational background:

Please see attached
Why are you interested in serving on a commission, committee, or board? Describe any other skill experience that you possess that will qualify you for the commission, committee, or board desired:

Please see attached

Page 28 of 3744 ends

List three (3) community references:

1. NAME: L 0 g C 5,44i Ac -2 PHONE:

2. NAME: el 1( / Lrr PHONE:

3. NAME: PHONE:

On a separate sheet please answer the following:

I am available at the time of the regularly scheduled meetings of the commission, committee, or board to which I am applying.

Signature. Date: / 2 2
I read and understand the above statement
Please return your completed, signed application to [email protected] or submit to:

City of Upland
Office of the City Clerk
460 N Euclid Ave
Upland, CA 91786
Unsigned applications will not be accepted.

Page 29 of 3744 ends

p
APPLICATION FOR MEMBER OF THE LIBRARY BOARD i
1 ( QUALIFICATIONS AND EXPERIENCE II
RALPH A. CAVALLO

UPLAND RE
--111111111111111.CA 91784 U
.,.—
PROFESSIONAL EXPERIENCE it,JJ ,
SOUTHERN CALIFORNIA EDISON ROSEMEAD. CA 1964-2000 Executive
) Responsible for 6 divisions and 186 p people directly or indirectly reporting to me. ➢ Oversaw$65 Million budget along with$1 Million settlement authority for claims against SCE. ➢ Chief negotiator in lawsuit against 19 Insurance carriers where we recovered$64.5 Million. ➢ Participated in direct negotiation with Lloyds of London consortium.

EDUCATION '
> Juris Doctor Degree -Western State University—College of Law > Bachelor of Science In Business -Western State University—College ➢ Associate of Arts Degree—Chaffey College
.,_»
l.„-
COMMUNITY VOLUNTEER `�
> 2017-Present—Upland Library Board Member
> 2015-Present --Upland Community Foundation Board Member > 2014-Present—Upland Veterans' Monument Board Chairman 35 Years Involved In land Ye h Sports
D 1979—2014 Upland National Little League baseball: Board Member(18yrs)/President(14yrs) A 1979—1985 AYSO Region 32: Coach
A 1975—1980 Upland Hillt p uppers Girls Softball:Player Agent/Board Member AWARDS & HoNORS
➢ 2019—Upland Christmas Parade"Grand Marshal"
A 2018—City of Upland"VOLUNTEER OF THE YEAR"
A 2018—Upland Chamber of Commerce"VOLUNTEER OF THE YEAR" A 2016—Rotary Club of America"HAL BALIN COMMUNITY LEADER" ➢ 2015—Upland Project Manager Veterans' Monument"CERTIFICATE OF RECOGNITION" A 2015—Upland Foothill Kiwanis Club"OUTSTANDING SENIOR CITIZEN OF THE YEAR" ➢ 2014—California State PTA"HONORARY SERVICE"
➢ 2006—Los Angeles County Fair"UPLAND COMMUNITY HERO"
ji
Ralph A.Cavallo

Page 30 of 3744 ends

GV trot.
. ; ' City of Upland
Public Service Application for Commissions,
CI CV
001. Committees, or Board at 52
s
Ct
70 I am applying to serve on the following commission, committee, and/or board.

Library Board Member
Name: Lynn Olson
Home Address: Upland 91784
Primary Phone: Secondary Phon
allillir-
Email Address:

Which district do you live in?
Q District 1 0 District 3
0 District 2 ❑ District 4
Current occupation: Retired from Citrus College
Professional/educational background:

Graduate of Upland High School
BA from UC Riverside
Employed 35 years in the Biology Department at Citrus College Why are you interested in serving on a commission, committee, or board? I would like to continue to have the opportunity to guide and support the library and to serve the community in choosing programs for children, teens and adults.

Describe any other skill experience that you possess that will qualify you for the commission, committee, or board desired:

I have been a member of the Upland Library Board of Trustees for the past 6 years. I have been a board member of the Friends of Library since 2013. I am currently membership chairman.

Page 31 of 3744 ends

List three (3) community references:

1. NAME:Brian Plummer Phd. PHONE:

2. NAME:Michele Preston PHONE:

3. NAME:Luke McClelland PHONE:

On a separate sheet please answer the following:

I am available at the time of the regularly scheduled meetings of the commission, committee, or board to which I am applying.

Signature: Date:lya4t,A /a,o?0°15
T rea and understand the above statement
Please return your completed, signed application to [email protected] or submit to:

City of Upland
Office of the City Clerk
460 N Euclid Ave
Upland, CA 91786
Unsigned applications will not be accepted.

Page 32 of 3744 ends

What do you feel are the most important issues facing the City of Upland? In 3 years the library will be celebrating its 60th anniversary in this location. The first issue that concerns me most is seeing that it stays open and that it stays fully funded. I feel the library is the heart of the community: It is the place where families can bring their children for educational and fun activities. The second important issue is the homeless. Seeing the homeless is a visitors first impression of our city. Homeless dominate our parks, library and city hall areas. We need to see that these areas remain clean and safe for all people.

V6144 /4/ c? .2 5

Page 33 of 3744 ends

4c, °v °p`q� CITFUP LAND
�" - -
.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:KERI JOHNSON,CITY CLERK
SUBJECT: CONSIDER RATIFICATION OF A REAPPOINTMENT TO THE PLANNING COMMISSION RECOMMENDED ACTION:

It is recommended that the City Council ratify the Mayor's reappointment of Jeffrey Johnson to the Planning Commission,term ending June 30,2029.

GOAL STATEMENT
The proposed action supports the City's goal to provide opportunities for the citizenry to participate in local government through service on various committees,commissions,and boards.

BACKGROUND
The Planning Commission was established in 1930 pursuant to the Planning Act of 1929. Changes to the Commission were later made in 1950 in accordance with the Conservation and Planning Act. The Planning Commission is comprised of seven members, appointed by the City Council, to review and act on matters related to planning and development. Resolution No. 6818 sets forth the process for appointment and states the Mayor shall appoint the Committee,Commission,Board,and Authority members subject to ratification by the majority of the Council.

The position to be filled on the Planning Commission is a regularly scheduled vacancy with a term that will expire on June 30,2025. Pursuant to Government Code Section 54972,the expiring terms of the Planning Commission members was duly posted prior to December 31,2024.

At the regular meeting of the City Council on April 14, 2025, the Council formed an ad hoc committee, appointing Mayor Velto and Mayor Pro Tern Zuniga to serve on the ad hoc committee and conduct Planning Commission interviews.

ISSUES AND ANALYSIS
A total of 18 applicants were contacted for interviews. Of those,six declined the opportunity,two initially scheduled interviews but later withdrew, and two did not respond. Eight applicants were ultimately scheduled for interviews; however,two did not attend,resulting in six candidates being interviewed.

Interviews were conducted by a panel consisting of Mayor Velto,Mayor Pro Tern Zuniga, and Planning Commission Chair Aspinall(advisory only).At the conclusion of the interviews,Jeffrey Johnson was ranked as the top candidate using a forced choice ranking system. Based on the interview rankings, the Mayor has chosen to reappoint Jeffrey Johnson to the Planning Commission.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Page 34 of 3744 ends

xi
n
710
rri
of opt
.r"-
�t. . City of Upland
Public Service Application for Commissions, I„
°4� � Committees, or Boards r
Po
7K
I am applying to serve on the following commission, committee, and/or board.

P_A 010 t 0 c CO itlilnn 1 r

Page 35 of 3744 ends

List three (3) community references:

1. NAME: LL 1-'CO PHONE:

2. NAME: [L' '' Lil4r PHONE: _

3. NAME: �`� �" t PHONE:

On a separate sheet please answer the following:

I am available at the time of the regularly scheduled meetings of the commission, committee, or board to which I am applying.

I further acknowledge that information contained in this application is a public record and may be subject to public inspection pursuant to the California Records Act(CA Gov. Code § 6250 et seq.). Applications are ke t on file in the Ci Clerk's office for a period of three years. (re
Signature: Date:

I read and un erstand the above statement
Please return your completed, signed application to [email protected] or submit to:

City of Upland
Office of the City Clerk
460 N Euclid Ave
Upland, CA 91786
Unsigned applications will not be accepted.

Page 36 of 3744 ends

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Page 37 of 3744 ends

�4c�°v °p`q� cITFUPLAND
cr. �. c /2
"The City of Gracious Living"
�lrFOR� `/
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA ASSISTANT CITY MANAGER
SUBJECT: CONSIDER ADOPTING A RESOLUTION APPROVING AND ADOPTING THE ANNUAL

INVESTMENT POLICY
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution approving and adopting the Annual Statement of Investment Policy for Fiscal Year 2025-2026.

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

BACKGROUND
On January 1, 1996,the State of California enacted laws that outline standards for investment activities of local public agencies. Common themes in these laws focused on a sound investment policy, oversight of investment activities, safety in managing public funds, and quarterly reporting on the investment portfolio. Pursuant to California Government Code Section 53646, the City Treasurer may annually submit a Statement of Investment Policy to the City Council for the Council's consideration and adoption. Auditors and best practices recommend an annual adoption of such policy.

In summary,the Investment Policy accomplishes the following:
• Defines the City's investment objectives and guidelines,as well as their conformance with California laws; • Delineated the State of California approved investment vehicles that are recommended as suitable to the City of Upland;
• Outlines investment-reporting requirements;and
• Names the City's Investment Officers and delegates investing to those officials.

ISSUES AND ANALYSIS
The City of Upland's Statement of Investment Policy for Fiscal Year 2025-2026 (Exhibit A) has been prepared in compliance with the State of California Government Code Sections that govern investments. Detailed descriptions of the various recommended allowable investment instruments are included in the policy.

There are two recommended changes in one section of the proposed investment policy from the most recently adopted policy. The changes are in Section 10.02 Federal Agencies Securities:
• Elimination of the 30 percent limitation of the City's portfolio invested in any one issuer;and • Reduction of the percent of the portfolio that is able to be invested in callable securities from 40%to 30%.

The elimination of the 30 percent limitation in any one Federal Agency Security issuer conforms with Section 53601(b) of the California Government Code which regulates municipality's investments in U.S. Treasury Obligations. It also conforms with the sample investment policy issued by California Municipal Treasurer's Association. As all U.S.Treasury Obligations are backed by the full faith and credit of the U.S.Government,there is no need to further reduce the amount invested in any one Federal Agency issuer.

The reduction of the portion of the portfolio that is able to be invested in callable securities from 40%to 30%brings the City closer to a best-practice percentage invested in a security that in an interest rate falling environment can result in many long-term investments not reaching maturity. The City had a high percentage of investments in this category in recent years,but is intentionally drawing down the amount to strengthen the reliability of the investment portfolio.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UPLAND,

CALIFORNIA APPROVING AND ADOPTING THE ANNUAL
STATEMENT OF INVESTMENT POLICY FOR FISCAL YEAR 2025-
2026
WHEREAS, pursuant to Government Code Section 53600.6, the Legislature of the State of California has declared that the deposit and investment of public funds by local officials and local agencies is an issue of statewide concern; and WHEREAS, the City Council may invest surplus monies not required for the immediate necessities of the City in accordance with the provisions of California Government Code Sections 5920 et seq. and 53601 et seq.; and
WHEREAS, it shall be the policy of the City of Upland to invest funds in a manner which will provide the highest investment return possible consistent with maximum security while meeting daily cash flow demands and conforming to all other statutes governing the investment of City funds; and
WHEREAS, the City Treasurer of the City of Upland is authorized and shall prepare and submit an annual statement of investment policy and such policy, and any changes thereto, may be considered by the City Council at a public meeting pursuant to Government Code Section 53646 (a) (2); and
WHEREAS, the Assistant City Manager has prepared the annual Statement of Investment Policy (the "Policy"), on behalf of the City Treasurer; and WHEREAS, for the purposes of the Policy, "Investment Officers" shall be defined as the City Treasurer, City Manager, Assistant City Manager, and the Finance Manager; and WHEREAS, the Policy shall apply without exception to any and all financial assets and funds of the City of Upland.

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

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

Section 2. The City Council of the City of Upland at a duly noticed public meeting has received, reviewed, and adopts the City of Upland Revised Statement of Investment Policy for Fiscal Year 2025-2026, set forth in Exhibit "A", attached hereto and incorporated herein by this reference.

Section 3. Any and all prior resolutions adopting a Statement of Investment Policy for the City of Upland shall be hereby rescinded.

Section 4. Pursuant to California Government Code Section 53607, the City Council of the City of Upland hereby delegates the authority to reinvest funds of the City of Upland pursuant to all applicable laws, statutes, and regulations of the State of California as set forth in this Resolution.

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Resolution No.

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Section 5. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.

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

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

Section 8. Effective Date. This Resolution shall become effective July 1, 2025.

PASSED, APPROVED and ADOPTED this 9th day of June, 2025.

Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 9th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

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EXHIBIT A
Statement of Investment Policy
Fiscal Year 2025-2026
POLICY
The purpose of this document is to outline the policy on the investment of public monies.

It is the policy of the City of Upland and the Successor Agency to the Upland Redevelopment Agency (hereafter referred to collectively as the "City") to predicate their investment policies, procedures, and practices upon the limitations placed upon them by governing legislative bodies.

These policies shall have three primary goals:
• To assure compliance with federal, state,and local laws governing the investment of public monies under the control of the City Treasurer.
• To protect the principal monies entrusted to the City. • To generate the maximum amount of investment income within the parameters of prudent risk management as defined in this Statement of Investment Policy.

For the purposes of this policy, "Investment Officers" shall be defined as the City Treasurer, City Manager, Assistant City Manager, and the Finance Manager.

1.0 Scope
This Statement of Investment Policy shall apply to all funds that are under the control of the Investment Officers including, but not limited to, the general fund; special revenue funds; debt service funds; capital project funds; enterprise funds; trust and agency funds; and any other funds under the control of the Investment Officers. These funds are accounted for in the City's Annual Comprehensive Financial Report.

Investment of bond proceeds and related reserve funds shall be governed by the documents authorizing the issuance of such indebtedness. If the bond documents are silent as to the permitted investments, the bond proceeds will be invested in the securities permitted by this Statement of Investment Policy. Notwithstanding the other provisions of this Statement of Investment Policy, the percentage limitations listed elsewhere in this Statement of Investment Policy do not apply to bond proceeds.

The City's Deferred Compensation Plan ("Plan") shall be excluded from the scope of this Statement of Investment Policy if: (1) a third-party administrator manages the Plan; (2) individual plan participants have control over the selection of investments; and(3)the City has no fiduciary responsibility to act as a "trustee" for the Plan. The only exception to the foregoing shall be that if the City retains the fiduciary responsibility to act as a trustee for the Plan, then the provisions of this Statement of Investment Policy shall apply to the investment of Plan assets.Under these circumstances,the Investment Officers shall provide the Finance Committee and the City Council with a quarterly report on the investment of Plan assets.

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2.0 Standard of Care
Investment Officers, as trustees of public monies, shall adhere to the "prudent investor" standard when managing the City's investment portfolios. They shall invest "...all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence , and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the City, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the City. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law." Investment Officers who follow the provisions of this Statement of Investment Policy, and who exercise due diligence shall be relieved of personal responsibility for a security's credit risk or market price risk provided that they report substantial deviations from expectations to the City Manager and to the Finance Committee in a timely manner and that they take appropriate action to control adverse developments. "Substantial deviations" shall be defined as either a decline of 10 percent or more in the market value of a security due to issuer default or a credit risk downgrade or the premature sale of a security at 10 percent or more below its acquisition cost.

3.0 Objective
The City's investment objectives, in order of priority, shall be:

3.1 Safety. Safety of principal shall be the foremost objective. Investments shall be made with the aim of avoiding capital losses due to issuer default; broker-dealer default; or market value erosion. Principal shall be preserved by mitigating:

3.1.1 Credit Risk, the risk of loss due to the failure of the issuer of the security, shall be mitigated by investing in only high-quality securities and by diversifying investments; and

3.1.2 Market Risk, the risk of loss due to a decline in bond prices because of rising market interest rates, shall be mitigated by structuring the portfolios so that issues mature concurrently with the City's anticipated cash requirements,thereby eliminating the need to sell securities prematurely on the open market.

3.1.3 It is recognized, however, that in a diversified portfolio, occasional measured losses are inevitable and must be considered within the context of the overall investment strategy.

3.2 Liquidity. An adequate percentage of the portfolios shall be maintained in liquid, short-term securities that can be converted to cash, if necessary, to meet disbursement requirements. Since all cash requirements cannot be anticipated, the portfolios should

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consist largely of securities with active secondary markets. These securities should have a relatively low sensitivity to market risk. Maximum overall portfolio maturities are referenced in section 15.0,paragraph 2 of this Statement of Investment Policy.

3.3 Yield. Yield shall be considered only after the basic requirements of safety and liquidity have been met.

4.0 Delegation of Authority
California Government Code ("Code") Sections 53607 and 53608 authorize the legislative body of a local agency to invest, deposit, and provide for the safekeeping of the local agency' s funds or to delegate those responsibilities to the treasurer of the local agency. The delegation of investment authority by the City Council to the Investment Officers shall be for a period of one-year period,unless revoked. Subject to review,the City Council may renew the delegation of authority each year.

The Investment Officers shall have the exclusive authority to buy and sell securities on behalf of the City. They shall engage in mutual consultation and in collective decision making on economic trends, investment opportunities, and portfolio structuring.

5.0 Internal Controls
The Investment Officers shall be responsible for ensuring that all investment transactions comply with the City's Statement of Investment Policy and for establishing internal controls that are designed to prevent losses due to fraud,negligence, and third-party misrepresentation.

The Investment Officers shall establish written procedures for the operation of the City's investment program that are consistent with this Statement of Investment Policy.

Internal controls deemed most important shall include: avoidance of collusion; separation of duties and administrative controls; separating transaction authority from accounting and record keeping; custodial safekeeping; clear delegation of authority; management approval and review of investment transactions; specific limitations regarding securities losses and remedial action; written confirmation of telephone transactions; documentation of investment transactions and strategies; and monitoring of results.

6.0 Conflict of Interest
Investment Officers shall refrain from personal business activity that could conflict with the proper execution of the City's investment program or impair their ability to make impartial investment decisions. They shall disclose to the City Council any material financial interest in financial institutions that conduct business within the City's jurisdiction. They shall also disclose any personal investment positions that could be related to the performance of the City's investment portfolios. Investment Officers shall subordinate their personal investment transactions to those of the City, particularly with regard to the timing of securities purchases and sales and shall avoid transactions that might impair public confidence.

Investment Officers and their immediate relatives shall not accept or solicit any gifts,gratuities, honorariums, or favors from persons or entities who provide or who are seeking to provide financial services to the City.

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7.0 Authorized Broker-Dealers
The Investment Officers shall have the authority to select any issuer, or qualified broker- dealer(s) deemed necessary in facilitating investment transactions.

For securities not purchased directly from the issuer, the Investment Officers will maintain a list of approved financial institutions authorized to provide investment services to the City in the State of California. These may include "primary" dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (uniform net capital rule). Best practices include the following: 1) A determination that all approved broker/dealer firms, and individuals covering the City, are reputable and trustworthy; 2)the broker/dealer firms should have the ability to meet all their financial obligations in dealing with the City; 3)the firms,and individuals covering the agency, should be knowledgeable and experienced in public agency investing and the investment products involved; 4)no public deposit shall be made except in a qualified public depository as established by the established State laws; 4) all financial institutions and broker/dealers who desire to conduct investment transactions with the City may supply the Investment Officers with audited financial statements, proof of FINRA certification, trading resolution, proof of State of California registration, a completed broker/dealer questionnaire, certification of having read the City's investment policy and depository contracts.

An annual review of the financial condition and registrations of qualified broker/dealer firms may be conducted by the City and a current audited financial statement requested for each financial institution and broker/dealer in which the City invests. In addition to other requirements, the Investment Officers shall give all approved broker-dealers a copy of the City's current Statement of Investment Policy and a certification form. The completion and submission of the certification form by an approved broker-dealer shall constitute proof that it has received the City's Statement of Investment Policy, read it,and intends to comply with it. The Investment Officers shall keep current audited annual financial statements on file for each approved broker-dealer with which the City does business.

Where possible, transactions with broker/dealers shall be selected on a competitive basis and their bid or offering prices shall be recorded. If there is no other readily available competitive offering, the investment officer shall make their best efforts to document quotations for comparable or alternative securities.

8.0 Authorized Public Depositories
The Investment Officers shall maintain an Approved List of all financial institutions that the Finance Committee and the City Council have authorized as public depositories of City monies. This List shall be provided to all members of the City Council and the Finance Committee.

The City shall only deposit public monies in financial institutions that have: (1) an overall Community Reinvestment Act rating of not less than "satisfactory" of meeting the credit needs of California's communities; (2) at least $100 million in total assets; (3) a core capital-to-total assets ratio of at least five percent; (4) favorable statistical ratings from a nationally recognized rating service,as determined by the Investment Officers;(5)a federal or a state charter;and(6)a branch office within San Bernardino County and/or Los Angeles County.

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Under no circumstances shall the City's deposits in a financial institution exceed the total shareholder's equity of that institution.

Any financial institution that has City funds on deposit must comply with the requirements of Code Sections 53630 et seq., including collateralization of deposits. The Investment Officers may waive the collateralization requirements for any portion of the deposit that is covered by Federal Deposit Insurance. As provided by Code Section 53649, the City shall have a signed contract with each financial institution that has City funds on deposit.

9.0 Safekeeping and Custody
Investment Officers shall conduct all security transactions on a delivery-versus- payment ("DVP") or on a receipt-versus-payment ("RVP") basis. A third-party bank trust department ("Custodian") that acts as an agent for the City under the terms of a custody agreement executed between both parties shall hold the securities. The City's Custodian shall be represented on the Approved List.

The only exception to the foregoing shall be securities purchases made with: (1) local government investment pools; (2) money market mutual funds; and (3) Federal Reserve Banks ("Treasury Direct Program") since the purchased securities are not deliverable. No securities broker-dealer or investment advisor shall have access to City monies, accounts, or investments. Any transfer of monies to or through a securities broker-dealer must have the Investment Officers' prior written approval. If they are unavailable, then the management authorization chain-of-command specified in section 4.0, paragraph 2 of this Statement of Investment Policy shall be followed.

The City shall not purchase more than $15 million of securities from the Custodian if the Custodian will subsequently be holding those securities in custody for the City.

The City shall require Broker Trade Confirmations for all trades. Investment Officers shall review these confirmations immediately upon receipt, for conformity with the terms of the City's Trade Sheets.

10.0 Authorized Investments
The City's investments are governed by Code, Sections 53600 et seq. Within the investments permitted by the Code, the City seeks to further restrict eligible investments to the guidelines listed below. In the event a discrepancy is found between this Statement of Investment Policy and the Code, the more restrictive parameters will take precedence. Percentage holding limits listed in this section apply at the time the security is purchased.

Any investment currently held at the time this Statement of Investment Policy is adopted which does not meet the new policy guidelines can be held until maturity and shall be exempt from the current policy. At the time of the investment's maturity or liquidation, such funds shall be reinvested only as provided in the current policy.

An appropriate risk level shall be maintained by primarily purchasing securities that are of high quality, liquid, and marketable. The portfolio shall be diversified by security type and

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institution to avoid incurring unreasonable and avoidable risks regarding specific security types or individual financial institutions.

10.01 United States Instruments
United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. There is no limitation as to the percentage of City's investment portfolio that may be invested in this category.

10.02 Federal Agency Securities
Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. There is no limitation as to the percentage of City's investment portfolio that may be invested in this category. No more than 30 percent of the market value of the City's investment portfolio may be invested in callable securities.

10.03 Municipal Securities
Bonds issued by the City, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the City or by a department,board, agency, or authority of the City. Purchases of any obligation of the City of Upland by an Enterprise Fund of the City shall not require a rating from a Nationally Recognized Statistical Rating Organization(NRSRO).

Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state.

Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California.

Bonds,notes,warrants,or other evidences of indebtedness of a local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned,controlled,or operated by the local agency,or by a department,board, agency, or authority of the local agency.

Purchases are limited to securities rated in a rating category of"A" (long-term)or"A- 1" (short-term) or their equivalents or better by a NRSRO. No more than 30 percent of the market value of the City's investment portfolio shall be invested in this category.

10.04 Medium-Term Notes

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Defined as all corporate and depository institutions debt securities with a maximum remaining maturity of five years or less issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Investment shall be limited to medium-term notes("MTN")rated in a rating category of"A" or better by an NRSRO.

No more than 30 percent of the market value of the City's investment portfolio shall be invested in this category.

10.05 Bankers' Acceptances
Bankers' acceptances (BAs) otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank which have short-term debt obligations rated in the rating category of"A-1" or higher by a NRSRO. Purchases of BAs shall not exceed 180 days to maturity. No more than 40 percent of the market value of the City's investment portfolio shall be invested in this category.

10.06 Commercial Paper
Commercial paper of"prime"quality of the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper shall meet following criteria: (A)Is organized and operating in the United States as a general corporation; (B)Has total assets in excess of five hundred million dollars ($500,000,000), and(C) Has debt other than commercial paper, if any, that is rated in a rating category of"A" or its equivalent or better by an NRSRO. Purchases of CP shall not exceed 270 days to maturity. No more than 40 percent of the market value of the City's investment portfolio shall be invested in this category. If the City's investable assets fall below $100 million, no more than 25 percent of the market value of the City's investment portfolio shall be invested in this category.

10.07 Asset Backed, Mortgage-Backed, Mortgage Pass-Through securities and Collateralized Mortgage Obligations
A mortgage passthrough security, collateralized mortgage obligation, mortgage- backed or other pay-through bond, equipment lease-backed certificate, consumer receivable passthrough certificate, or consumer receivable-backed bond with a maximum remaining maturity of five years or less. Securities shall be rated in a rating category of"AA"or its equivalent or better by an NRSRO.No more than 20 percent of the market value of the City's investment portfolio shall be invested in this category.

10.08 Negotiable Certificates of Deposit
Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association, or a federal association, a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank. Purchases are limited to securities rated in a rating category of"A" (long-term) or"A-1" (short-term) or their equivalents or better by an NRSRO. The Investment Officers can exempt from these rating requirements any Negotiable CDs for which the full amount of the CD and the interest that may accrue shall at all times be covered by Federal Deposit insurance. No more than 30 percent of the market value of the City's investment

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portfolio shall be invested in this category.

10.09 Money Market Mutual Funds
Money Market Mutual Funds investments shall be permitted in shares of beneficial interest issued by diversified management companies that are government money market funds ("MMF") registered with the SEC under the Investment Company Act of 1940. Commission (e.g., sales load on purchases, reinvested dividends, redemptions, and exchanges) shall not be included in the purchase of any fund shares. A qualifying MMF must have: (1)total portfolio net assets of$500 million or more; and (2) the highest rating of the two largest nationally recognized rating services OR an investment advisor who is registered with the SEC, and who has five years or more of experience investing for MMFs of$500 million or more in total portfolio net assets. The City shall require audited annual financial statements from each MMF in which it has public monies invested. No more than 20 percent of the market value of the City's investment portfolio may be invested in this category.

10.10 Local Agency Investment Fund("LAIF")
Investment shall be permitted in this pool which is organized and managed by the State Treasurer's Office for the benefit of local agencies,pursuant to Code Section 16429.1. The City Council approved City participation in LAIF on February 22, 1977 in Resolution Number 2716. The Successor Agency to the Redevelopment Agency approved participation in LAIF on February 13, 2012 in Resolution Number 2012-4. Investment shall be limited to the maximum amount per legal entity that is permitted by the program.

10.11 Supranational Securities
United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank. The securities shall be rated in a rating category of"AA"or its equivalent or better by a NRSRO. No more than 30 percent of the market value of the City's investment portfolio may be invested in this category. No more than 10 percent of the market value of the City's investment portfolio may be invested in any single issuer, and the maximum maturity shall not exceed five years.

10.12 Local Government Investment Pools ("LGIP").

Shares of beneficial interest issued by a joint powers authority organized pursuant to Section 6509.7 that invests in the securities and obligations authorized by Code.

The City will limit investments to LGIPs that seek to maintain a stable net asset value. There is no limitation as to the percentage of City's investment portfolio that may be invested in this category.

10.13 Placement Service Deposits.

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Funds may be placed with a California financial institution that may utilize a private sector entity that assists in the placement of deposit with eligible financial institutions located in the United States in accordance with Code 53601.8. The full amount of the principal and the interest that may be accrued during the maximum term of the deposit shall always be insured by federal deposit insurance. No more than 30 percent of the market value of the City's investment portfolios may be invested in this category. The maximum investment maturity will be restricted to five years.

10.14 Bank Deposits.

FDIC insured or fully collateralized demand deposit accounts, savings accounts, market rate accounts,or time certificates of deposits in financial institutions located in California. There is no limitation as to the percentage of City's investment portfolio that may be invested in this category, however, no more than 25 percent of the market value of the portfolio may be invested in time deposits. The maximum investment maturity will be restricted to five years.

11.0 Prohibited Investments and Practices
Investment Officers shall not invest public monies in financial instruments that are not authorized under this Statement of Investment Policy.

Prohibited investments shall include,but shall not be limited to,equity securities,bond mutual funds, repurchase agreements, reverse repurchase agreements, and derivative contracts (forwards, futures, and options). The purchase of derivative securities shall be prohibited except for callable and for zero coupon Treasury ("STRIPS')securities.

Investment Officers shall not engage in securities lending, short selling, or other hedging strategies.

LAIF, LGIPs, and MMFs shall be exempt from the prohibitions on derivative contracts, derivative securities, repurchase agreements, reverse repurchase agreements, securities lending, short selling, and other hedging strategies.

12.0 Investment Pools
Investment Officers shall investigate all investment pools (LAIF, LGIPs, MMFs) prior to investing public monies and periodically thereafter while City public monies are invested in the investment pool.

13.0 Diversification
Investment Officers shall diversify the City's investment portfolio by security type and by issuer to avoid incurring unreasonable risks inherent in over-investing in specific instruments, individual financial institutions, or maturities. No more than 5 percent of the total portfolio market value may be invested in securities of any single issuer, except where the issuer is the US Government, its Agencies and GSEs, supranational securities, collateralized deposits, LAIF, money market mutual funds or local government investment pools.

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14.0 Maximum Maturity
For those investment types for which this Statement of Investment Policy does not specify a maturity limit, no individual investment shall exceed a maturity of five years from the date of purchase unless the City Council has granted express authority to make that investment either specifically or as a part of an investment program approved by the City Council no less than three months prior to the investment.

Additionally,the City may purchase a Municipal Security issued by the City from surplus moneys of any fund of the City as a part of an investment program approved by the legislative body no less than three months prior to the investment. This would include investments made to reduce the City's Unfunded Accrued Liability(UAL)with California Public Employees' Retirement System(CalPERS).

This Policy authorizes investing bond project and reserve funds beyond five years if the maturities of such investments do not exceed the expected use of the funds,the investments are deemed prudent in the opinion of the Investment Officers, and the investments are not prohibited by the applicable bond documents.

Maturities may vary from 1 day to five years at the investment officers' discretion.

Municipal Securities of the City to reduce its UAL with CalPERS may have a maturity up to and not exceeding twenty years, and which shall be approved by the City Council. The portfolio should be managed in such a manner as to meet the City's liquidity, safety, and capital preservation needs.

15.0 Portfolio Rebalancing
In the event that portfolio percentage constraints are violated due to a temporary imbalance in the portfolio, then Investment Officers may hold the affected securities to maturity in order to avoid capital losses. If no capital losses would be realized upon sale, however, then the Investment Officers shall consider rebalancing the portfolio after evaluating the expected length of time that it will be imbalanced. Portfolio percentage limits are in place in order to ensure diversification of the City investment portfolio; a small, temporary imbalance, not to exceed three months, will not significantly impair that strategy. Bond or note proceeds shall not be factored into the balance of the portfolio.

16.0 Credit Downgrading
This Statement of Investment Policy sets forth minimum credit risk criteria for each type of security. This credit risk criteria applies to the initial purchase of a security; it does not automatically force the sale of a security if its credit risk ratings fall below policy limits.

If a security is downgraded below the minimum credit risk criteria specified in this Statement of Investment Policy, then the Investment Officers shall evaluate the downgrade on a case-by- case basis in order to determine if the security should be held or sold.

The Investment Officers shall inform the Finance Committee at its next regular meeting of the credit downgrade and of the Investment Officer's decision to hold or sell the downgraded security.

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The Investment Officers shall review the credit standing of all securities in the City's investment portfolios on a semiannual basis.

17.0 Portfolio Benchmark
The City Treasurer shall monitor and evaluate the portfolio's performance relative to a market benchmark,which will be included in the Treasurer's monthly report. The City Treasurer shall select an appropriate,readily available index to use as a market benchmark.

The City's portfolios may be actively managed for purposes of improving portfolio risk structure, liquidity, or yield in response to market conditions or to meet City requirements.

18.0 Reporting
The Investment Officers shall provide a monthly report of investment transactions to the City Council and an investment report to the Finance Committee at the regularly scheduled meeting.

The investment report shall include a complete portfolio inventory with details on issue, par value, market value, coupon/rate, original settlement date of purchase, final maturity date, average weighted yield, and average days to maturity, and market value (including source of market valuation). The report will include a statement on compliance or noncompliance with the City's Statement of Investment Policy and a statement on whether there are or are not sufficient funds to meet the City's anticipated cash requirements for the next six months.

19.0 Policy Review and Adoption
The Investment Officers shall submit a Statement of Investment Policy, including any recommended changes, to the City Council and the Successor Agency Board annually for their review and adoption.

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GLOSSARY OF INVESTMENT TERMS
Agencies. Shorthand market terminology for any obligation issued by a government- sponsored entity (GSE), or a federally related institution. Most obligations of GSEs are not guaranteed by the full faith and credit of the US government. Examples are:

FFCB. The Federal Farm Credit Bank System provides credit and liquidity in the agricultural industry. FFCB issues discount notes and bonds.

FHLB.The Federal Home Loan Bank provides credit and liquidity in the housing market.

FHLB issues discount notes and bonds.

FHLMC. Like FHLB, the Federal Home Loan Mortgage Corporation provides credit and liquidity in the housing market.FHLMC,also called"Freddie Mac" issues discount notes, bonds, and mortgage pass-through securities.

FNMA. Like FHLB and Freddie Mac, the Federal National Mortgage Association was established to provide credit and liquidity in the housing market. FNMA, also known as "Fannie Mae," issues discount notes,bonds, and mortgage pass-through securities.

GNMA.The Government National Mortgage Association,known as "Ginnie Mae" issues mortgage pass-through securities, which are guaranteed by the full faith and credit of the US Government.

PEFCO.The Private Export Funding Corporation assists exporters.Obligations of PEFCO are not guaranteed by the full faith and credit of the US government.

TVA. The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio, and Mississippi River valleys. TVA currently issues discount notes and bonds.

Asked.The price at which a seller offers to sell a security.

Asset Backed Securities. Securities supported by pools of installment loans or leases or by pools of revolving lines of credit.

Average Life. In mortgage-related investments, including CMOs, the average time to expected receipt of principal payments, weighted by the amount of principal expected.

Bankers' Acceptance. A money market instrument created to facilitate international trade transactions. It is highly liquid and safe because the risk of the trade transaction is transferred to the bank which "accepts" the obligation to pay the investor.

Benchmark. A comparison security or portfolio. A performance benchmark is a partial market index, which reflects the mix of securities allowed under a specific investment policy.

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Bid. The price at which a buyer offers to buy a security.

Broker. A broker brings buyers and sellers together for a transaction for which the broker receives a commission. A broker does not sell securities from his own position.

Callable. A callable security gives the issuer the option to call it from the investor prior to its maturity. The main cause of a call is a decline in interest rates. If interest rates decline since an issuer issued a security, the issuer will likely call its current securities and reissue them at a lower rate of interest. Callable securities have reinvestment risk as the investor may receive its principal back when interest rates are lower than when the investment was initially made.

Certificate of Deposit(CD).A time deposit with a specific maturity evidenced by a certificate.

Large denomination CDs may be marketable.

Collateral. Securities or cash pledged by a borrower to secure repayment of a loan or repurchase agreement. Also, securities pledged by a financial institution to secure deposits of public monies.

Collateralized Mortgage Obligations(CMO).Classes of bonds that redistribute the cash flows of mortgage securities (and whole loans) to create securities that have different levels of prepayment risk, as compared to the underlying mortgage securities.

Commercial Paper. The short-term unsecured debt of corporations.

Cost Yield. The annual income from an investment divided by the purchase cost. Because it does not give effect to premiums and discounts which may have been included in the purchase cost, it is an incomplete measure of return.

Coupon. The annual rate of interest which is paid on a bond.

Credit Risk.The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer.

Current Yield. The annual income from an investment divided by the current market value.

Since the mathematical calculation relies on the current market value rather than the investor's cost, current yield is unrelated to the actual return the investor will earn if the security is held to maturity.

Dealer.A dealer acts as a principal in security transactions, selling securities from and buying securities for his own position.

Debenture.A bond secured only by the general credit of the issuer.

Delivery vs.Payment(DVP). A securities industry procedure whereby payment for a security must be made at the time the security is delivered to the purchaser's agent.

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Derivative. Any security that has principal and/or interest payments which are subject to uncertainty (but not for reasons of default or credit risk) as to timing and/or amount, or any security which represents a component of another security which has been separated from other components ("Stripped" coupons and principal). A derivative is also defined as a financial instrument the value of which is totally or partially derived from the value of another instrument, interest rate, or index.

Discount. The difference between the par value of a bond and the cost of the bond, when the cost is below par. Some short-term securities, such as T-bills and banker's acceptances, are known as discount securities. They sell at a discount from par and return the par value to the investor at maturity without additional interest. Other securities, which have fixed coupons, trade at a discount when the coupon rate is lower than the current market rate for securities of that maturity and/or quality.

Diversification.Dividing investment funds among a variety of investments to avoid excessive exposure to any one source of risk.

Duration. The weighted average time to maturity of a bond where the weights are the present values of the future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. (See modified duration).

Federal Deposit Insurance Corporation(FDIC).An independent US agency that insures bank deposits, including deposits in a checking account, negotiable order of withdrawal (NOW) account savings account, money market deposit account (MMDA), time deposit such as a certificate of deposit (CD), or an official item issued by a bank (such as a cashier's check or money order), currently up to $250,000 per depositor, per issued bank, for each account ownership category.

Federal Funds Rate.The rate of interest charged by banks for short-term loans to other banks.

The Federal Reserve Bank through open-market operations establishes it.

Federal Open Market Committee.A committee of the Federal Reserve Board that establishes monetary policy and executes it through temporary and permanent changes to the supply of bank reserves.

Investment Advisor.As defined by the Investment Advisors Act of 1940, any person or group that makes investment recommendations or conducts securities analysis in return for a fee, whether through direct management of client assets or via written publications. An investment advisor who has sufficient assets to be registered with the SEC is known as a Registered Investment Advisor, or RIA. Investment advisors are prohibited from disseminating advice known to be deceitful or fraudulent and from acting as a principal on their own accounts by buying and selling securities between themselves and a client without prior written consent.

Leverage. Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing.

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Liquidity: The speed and ease with which an asset can be converted to cash without a substantial loss in value
Local Agency Investment Fund(LAIF).The aggregate of all funds from political subdivisions that are placed in custody of the State Treasurer for investment and reinvestment.

Local Government Investment Pool (LGIP). A comingled investment pool comprised of funds from political subdivisions that are placed in custody of the program for investment and reinvestment.

Make Whole Call. A type of call provision on a bond that allows the issuer to pay off the remaining debt early. Unlike a call option,with a make whole call provision, the issuer makes a lump sum payment that equals the net present value (NPV) of future coupon payments that will not be paid because of the call.With this type of call, an investor is compensated,or"made whole..

Margin: The difference between the market value of a security and the loan a broker makes using that security as collateral.

Market Risk.The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates.

Market Value. The price at which a security can be traded.

Marking to Market.The process of posting current market values for securities in a portfolio.

Maturity. The final date upon which the principal of a security becomes due and payable.

Medium Term Notes. Unsecured, investment-grade senior debt securities of major corporations which are sold in relatively small amounts on either a continuous or an intermittent basis. MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences.

Modified Duration. The percent change in price for a 100 basis point change in yields.

Modified duration is the best single measure of a portfolio's or security's exposure to market risk.

Money Market. The market in which short-term debt instruments (T-bills, discount notes, commercial paper, and banker's acceptances) are issued and traded.

Mortgage Pass-Through Securities. A securitized participation in the interest and principal cash flows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security.

Municipal Securities. Securities issued by state and local agencies to finance capital and operating expenses.

Mutual Fund.An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund's prospectus. Mutual funds can be invested

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in various types of domestic and/or international stocks and bonds, and money market instruments, as set forth in the individual fund's prospectus. For most large, institutional investors, the costs associated with investing in mutual funds are higher than the investor can obtain through an individually managed portfolio.

Nationally Recognized Statistical Rating Organization (NRSRO). A credit rating agency that the Securities and Exchange Commission in the United States uses for regulatory purposes. Credit rating agencies provide assessments of an investment's risk. The issuers of investments, especially debt securities,pay credit rating agencies to provide them with ratings.

The three most prominent NRSROs are Fitch, S&P, and Moody's.

Premium. The difference between the par value of a bond and the cost of the bond, when the cost is above par.

Prepayment Speed. A measure of how quickly principal is repaid to investors in mortgage securities.

Prepayment Window. The time period over which principal repayments will be received on mortgage securities at a specified prepayment speed.

Primary Dealer. A financial institution (1) that is a trading counterparty with the Federal Reserve in its execution of market operations to carry out U.S. monetary policy, and (2) that participates for statistical reporting purposes in compiling data on activity in the U.S.

Government securities market.

Prudent Person (Prudent Investor) Rule. A standard of responsibility which applies to fiduciaries. In California, the rule is stated as "Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes." Realized Yield.The change in value of the portfolio due to interest received and interest earned and realized gains and losses. It does not give effect to changes in market value on securities, which have not been sold from the portfolio.

Regional Dealer. A financial intermediary that buys and sells securities for the benefit of its customers without maintaining substantial inventories of securities and that is not a primary dealer.

Repurchase Agreement (RP, Repo). Short-term purchases of securities with a simultaneous agreement to sell the securities back at a higher price. From the seller's point of view,the same transaction is a reverse repurchase agreement.

Safekeeping. A service to bank customers whereby securities are held by the bank in the customer's name.

Structured Note.A complex,fixed income instrument,which pays interest,based on a formula tied to other interest rates, commodities, or indices. Examples include inverse floating rate notes which have coupons that increase when other interest rates are falling, and which fall when other interest rates are rising, and "dual index floaters," which pay interest based on the

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relationship between two other interest rates - for example, the yield on the ten-year Treasury note minus the Libor rate. Issuers of such notes lock in a reduced cost of borrowing by purchasing interest rate swap agreements.

Supranational. A Supranational is a multi-national organization whereby member states transcend national boundaries or interests to share in the decision making to promote economic development in the member countries.

Time Deposit.A savings account or certificate of deposit(CD)that pays a fixed rate of interest until a given maturity date.

Total Rate of Return. A measure of a portfolio's performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains, and losses in the portfolio.

U.S. Treasury Obligations. Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk and are the benchmark for interest rates on all other securities in the US and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds.

Treasury Bills. Treasury securities issued with initial maturities of one year or less are issued as discounted instruments and are called Treasury bills. The Treasury currently issues three- and six-month T-bills at regular weekly auctions. It also issues "cash management" bills as needed to smooth out cash flows.

Treasury Notes. Treasury securities issued with initial maturities of two to ten years are called Treasury notes and pay interest semi-annually.

Treasury Bonds. Treasury securities issued with initial maturities greater than ten years are called Treasury bonds. Like Treasury notes, they pay interest semi-annually.

Volatility. The rate at which security prices change with changes in general economic conditions or the general level of interest rates.

Yield to Maturity. The annualized internal rate of return on an investment which equates the expected cash flows from the investment to its cost.

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:,' Up`q� CITYUPLAND
, �` "The City of Gracious Living"
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER ADOPTING A RESOLUTION APPROVING THE GENERAL FUND RESERVE POLICY ALLOCATIONS FOR FISCAL YEAR 2025-26
RECOMMENDED ACTION:

It is recommended that the City Council adopt a Resolution approving the General Fund Reserve Policy for Fiscal Year 2025-26.

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

BACKGROUND
On June 10, 2024, the City Council adopted Resolution No. 6781 updating the General Fund Reserve Policy in conjunction with the Fiscal Year 2024-25—2025-26 biennial budget.

On March 10,2025,the City Council adopted Resolution No. 6822 approving the transfer of fund balance to Section 115 Trusts and other City Council designated accounts in conjunction with the General Fund Reserve Policy for Fiscal Year 2024-25.

On April 30,2025,the Finance Committee met in a Special Meeting and recommended that the City Council consider 3 adjustments to the General Fund Reserve Policy.

ISSUES AND ANALYSIS
With the recent draft reports like the Pavement Management Report, Sidewalk Maintenance Report and ADA Facilities Master Plans coming to the City's attention,staff and City Council have a much better understanding of the significant deferred maintenance that has occurred in the past and how underfunded infrastructure funding currently is,staff is considering options to increase funding for infrastructure needs. To that end,modifications to the General Fund Reserve Policy, including allocations of any potential year-end operating surplus, are being recommended to increase designated funds towards the Infrastructure Improvement Reserve.

The tables below show the current reserve,policy description and current balance:

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Table 1
Reserve Title Policy Usage Current Reserve Target Description Balance Level
>5%decrease in
Economic Uncertainty 25%of GF O/M property/sales tax or $15,400,000 25%of GF expenditures State/Federal revenue Budget
reductions
Emergency Disaster $1 million Emergency event $1,000,000 $1 million maximum
General Plan Update 5%of remaining General Plan expenditures $1,030,909 $2 million balance maximum
15%of
Building Replacement/ remaining Capital project $3,183,232 N/A Maintenance balance expenditures
30%of
Infrastructure remaining Capital project $4,849,604 N/A Improvement balance expenditures
Table 2
Payment to Trust Policy Description Usage Current Balance Administrator
Pension Stabilization Section ° Pay down accrued unfunded 115 Trust 40/o of remaining balance pension liability $10,216,704 Pay down accrued unfunded
OPEB Section 115 Trust 5%of remaining balance OPEB liability $2,598,295 Recommended adjustments to the Policy are as follows:

1. Eliminate ongoing funding of the General Plan Update Reserve of 5%. The Development Services Department has the ability per the 2023 Master Fee Schedule to charge a 7% fee on all building permits.

The Department is currently working with EnerGov to implement this fee as a part of the billing system.

Based on projected revenue in the current fiscal year for building permits,the estimated annual revenue from this fee is$52,359.The General Plan is typically updated every ten(10)years and the cost is in the range of $1 million. The current reserve balance would not be modified, but going forward no year-end operating surplus would be deposited into this reserve. The 5%General Plan Update Reserve ongoing funding would be reallocated to the Infrastructure Improvement Reserve.

2. Eliminate the OPEB Pension Stabilization of 5%. These funds are set aside to assist with future payments of the City's net Other Post-Employment Benefits(OPEB)liability,which as of June 30,2024 is$8,750,676.

The City is currently paying annual pay-go OPEB amounts of approximately$600,000 which is included annual in each annual. The current reserve balance would not be modified,but going forward no excess of revenues over expenses would be deposited into this reserve. The 5% year-end operating surplus to the OPEB Trust would be reallocated to the Infrastructure Improvement Reserve.

3. Eliminate the Building Replacement and Maintenance Reserve budgeted contribution of 0.25%of operating expenditures. The ongoing impact is nominal as the City already contributes 15%of surplus funds to this Reserve. The contribution for Fiscal Year 2025-26 is $157,440 and is proposed to be eliminated as one factor in helping to balance the Mid-Cycle Budget.

4. Eliminate the Emergency Reserve of$1 million. The one staff recommendation that was not previously presented to the Finance Committee for consideration is a modification of the events or conditions prompting the use of the Economic Uncertainty Reserve to include"unforeseen circumstances"and the corresponding elimination of the Emergency Disaster Reserve. This move both allows the City flexibility of tapping into a 25% reserve in the situation of an unplanned emergency, but also allows the existing balance to be transferred to the Infrastructure Improvement Reserve.

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After making the changes described above,the tables below show the adjusted reserve,policy description and current balance:

Table 3
Policy Current Reserve Target
Reserve Title Description Usage Balance Level >5%decrease in
25%of GF O/M property/sales tax, 25%of GF
Economic Uncertainty expenditures State/Federal revenue $15,400,000 Budget reductions or unforeseen
circumstances
Building Replacement/ 15%of remaining Capital project $3,183,232 N/A Maintenance balance expenditures
Infrastructure Improvement 40%of remaining Capital project $5,849,604 N/A balance expenditures
Table 4
Payment to Trust Policy Description Usage Current Balance Administrator
Pension Stabilization Section 40%of remaining balance Pay down accrued unfunded $10,216,704 115 Trust pension liability
5% of the year-end operating surplus will be held in fund balance without reservation or allocation. The Reserve Policy designations will be reviewed by the City Council at least every two(2)years as a part of the biennial budget process.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UPLAND, CALIFORNIA APPROVING THE GENERAL FUND RESERVE POLICY FOR FISCAL YEAR 2025-2026
WHEREAS, the City Manager has caused a budget document to be prepared covering the Fiscal Year (FY) July 1, 2024 through June 30, 2025 and July 1, 2025 through June 30, 2026; and
WHEREAS, the City Council held a public budget workshop on the proposed FY 2024-2025 and FY 2025-2026 budget on May 20, 2024 and approved and adopted the FY 2024-2025 and FY 2025-2026 budget on June 10, 2024; and WHEREAS, the City Council is holding a public meeting on the Mid-Cycle Fiscal Year 2025-2026 budget on June 9, 2025; and
WHEREAS, it is essential that governments maintain adequate levels of General Fund Balance to mitigate current and future risk, to ensure stability, and in support of long-term financial planning; and
WHEREAS, the Government Finance Officers Association ("GFOA") recommends at a minimum, that general-purpose governments, regardless of size, maintain unrestricted budgetary fund balance in their general fund of no less than

16.67% (two months) of regular general fund operating revenues or regular general fund operating expenditures; and
WHEREAS, the GFOA further recommends that governments establish a formal policy on the level of Committed Fund Balance which should be maintained in the General Fund; and
WHEREAS, pursuant to Governmental Accounting Standards Board Statement No. 54, an action of the City Council is necessary to commit budget amounts in various funds for the specific purposes they intended; and WHEREAS, the City Council established a General Fund Reserve Policy ("Reserve Policy") on June 14, 2021; and
WHEREAS, the Reserve Policy has subsequently been approved annually in conjunction with the budget adoption; and
WHEREAS, the Reserve Policy calls for the appropriate level of reserves to be reviewed and approved by City Council at least every other year during the biannual budget process; and
WHEREAS, the City's Finance Committee met in a Special Meeting on April 30, 2025 to discuss the Reserve Policy, and made recommendations for revisions; and WHEREAS, City Staff and City Council have reviewed the Reserve Policy and desire to affirm the policy at this time.

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Resolution No.

Page 2 ends

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

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

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

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

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

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

Section 5. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

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

PASSED, APPROVED and ADOPTED this 9th day of June, 2025.

AYES:

NOES:

ABSENT:

ABSTAINED:

ATTEST:

Keri Johnson, City Clerk

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EXHIBIT A

CITY OF UPLAND

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

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

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

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

A. Economic Uncertainty Reserve
• Purpose: These funds are committed to mitigate annual budget revenue shortfalls as a protection from a fluctuating economy, including unforeseen circumstances, financial hardship or downturns in the economy and/or Council-approved expenditures in excess of revenues.
• Target Level: The City's target will be 25.0% (rounded to the next $100,000) of the General Fund operating expenditures, exceeding the recommendation of the Government Finance Officers Association (GFOA).
• Events or Conditions Prompting Its Use: This reserve may be utilized as needed to pay outstanding operating expenditures due to budgeted revenue shortfalls. Use shall be prompted by:
o A 5%or greater decrease in property or sales taxes
o Reductions in revenue due to actions by the state/federal government o Other unforeseen circumstances
B. Building Replacement and Maintenance Reserve
• Purpose: These funds are committed for non-routine maintenance, remodeling, or replacement of key City-owned buildings and are established to provide capital repair and replacement funding as the City's infrastructure deteriorates over its expected useful life. • Target Level: 15% of any operating year-end surplus (after Reserve A is fully funded) will be deposited in this reserve. Page 64 of 3744

EXHIBIT A

CITY OF UPLAND

GENERAL FUND RESERVE POLICY
• Events or Conditions Prompting Its Use: This reserve may be utilized for capital projects approved by the City Council.

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

D. Infrastructure Improvement Reserve
• Purpose: These funds are committed for non-routine maintenance, construction, or replacement of key City-owned infrastructure assets (e.g., streets, sidewalks, tree trimming, etc.) and are established to provide capital repair and replacement funding as the City's infrastructure deteriorates over its expected useful life. • Target Level: 40% of any year-end operating surplus (after Reserve A is fully funded) will be deposited in this reserve.
• Events or Conditions Prompting Its Use: This reserve may be utilized to fund or assist with the funding of capital projects approved by the City Council.

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

Allocation of any year-end operating surplus will be distributed throughout the four established reserves as follows:
• The Economic Uncertainty Reserve (Reserve A) has a target level and is prioritized for replenishment should the reserve be employed or if Reserve A increases as a result of growth in the City's annual operating budget. The City's goal will be to replenish this reserve, if used, within five fiscal years.
• Once Reserve A is fully funded, the remaining year-end operating surplus shall be distributed to the following reserves:
o 15%to the Building Replacement and Maintenance Reserve (Reserve B) o 40%to the Pension Stabilization Reserve(Reserve C)
o 40%to the Infrastructure Improvement Reserve(Reserve D)

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EXHIBIT A

CITY OF UPLAND

EXHIBIT A

CITY OF UPLAND

GENERAL FUND RESERVE POLICY
• Events or Conditions Prompting Its Use: This reserve may be utilized for capital projects approved by the City Council.

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

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4<�°F °p`q� CITFUP LAND
o "The City of Gracious Living"
- -
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: RATIFY THE AUDIT AGREEMENT WITH SPYGLASS GROUP,LLC FOR

TELECOMMUNICATIONS SERVICE ACCOUNTS
RECOMMENDED ACTION:

It is recommended that the City Council ratify the Audit Agreement with Spyglass Group, LLC for telecommunications service accounts in an amount not-to-exceed$125,000.

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

BACKGROUND
In December 2024,City staff met with Spyglass Group,LLC(SpyGlass)to discuss telecommunication areas for cost savings that could benefit the City. Spyglass is a vendor-neutral firm whose process is to identify areas in which the City can recover and/or reduce costs with current vendors and services. Specifically, they look for billing errors, overcharges,and inefficiencies.

Unsure of the possible savings realized from this process, and knowing that any amount paid would result in savings that exceeded the payment, the Audit Agreement was signed anticipating expenditures less than $25,000 under the Assistant City Manager's signing authority.

ISSUES AND ANALYSIS
Under the terms of the Audit Agreement with SpyGlass,applicable fees are only charged based on defined savings:
• 50% of any cost recovery— a refund, credit or compensation received by City relating to past services or charges
• 12 times any service elimination savings—any monthly cost reduction related to cancellation of any service • 12 times any cost reduction savings —any monthly cost reduced received by City related to modification, consolidation or negotiation of any service
Spyglass has completed Phase I of the telecommunications review for the City. This includes changing all Upland employees'phones,laptops and tablets rate plan with Verizon to a First Responder plan,receiving federal excise tax exemptions,and canceling service on 72 unused wireless devices, such as phones and iPads. The annual savings for Phase I are$71,029,with a total three-year savings of$212,031.

Phase II is currently underway,and we are reviewing the remaining devices to determine status.

The term of the Agreement is one(1)year and the City only pays for savings realized. If a device was canceled and then reactivated,SpyGlass would reactivate the device that is needed and refund any savings that was billed.

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.

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FISCAL IMPACTS
The total amount due to SpyGlass for Phase I is $70,764.95. The total estimated cost for Phase II is a not to exceed amount of$54,000. As the savings exceed the contract costs,budgeted funds are available in the Information Systems Utilities-Telephone Account No. 7531401-5243.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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SpyGlass Snapshot Audit Agreement
This agreement, effective as of the later of the dates of signature below("Effective Date"), is between C. eT,s; ("Company"), and The SpyGlass Group, LLC, an Ohio limited liability° ompany("Auditor").

1. Primary Audit Services. Company is engaging Auditor as an independent contractor to analyze its primary telecommunications service accounts(Voice, Data, Internet, Cloud Services, SaaS Licensing, and Mobility)to seek cost recovery,service elimination and cost reduction recommendations. Company will provide Auditor with the materials required to perform its analysis and Auditor will conduct a Kickoff meeting with Company to review the materials provided and introduce Auditor's personnel assigned to the project.

Auditor will deliver the recommendations to Company at a Summary of Findings meeting,implement recommendations that Company elects for Auditor to implement, and deliver a complete telecommunications inventory to Company. Upon completion of implementation, Auditor will conduct an Industry Benchmark Analysis ("IBA") Meeting to compare Company's spending and audit results against industry peers as well as all SpyGlass clients, officially bringing closure to the engagement.

While Auditor is performing its analysis, Company will not make changes or perform internal cost reduction analysis with respect to provider accounts which Company has included within the scope of Auditor's review.

2. Fees. Company will pay Auditor the applicable fee set forth below ONLY far Auditor recommendations implemented within twelve (12) months of Auditor delivering the recommendation to Company:
• 50% of any"Cost Recovery", as defined below
• 12 times any"Service Elimination Savings", as defined below • 12 times any"Cost Reduction Savings", as defined below "Cost Recovery" is any refund, credit or compensation received by Company relating to past services or charges. "Service Elimination Savings" is any monthly cost reduction received by Company relating to cancellation of any service, including monthly usage cost reduction(calculated as the average of the last 2 months of usage costs associated with the cancelled service). "Cost Reduction Savings"is any monthly cost reduction received by Company relating to the modification,consolidation or negotiation of any service, account or contract, including post discount usage rate improvement(calculated as the(a)decrease in post discount per unit pricing realized by Company for any service,times(b)the average of Company's last two(2)months usage levels measured in such units for the modified service).

3. Invoicing and Payment. Fees for Cost Recovery are due as a one-time payment within 30 days of verification that Company has been issued the refund, credit or compensation resulting in such fees. Fees for Service Elimination Savings and Cost Reduction Savings are due as a one-time payment within 30 days of verification that the cancellation or other activity resulting in the Service Elimination Savings or Cost Reduction Savings has been completed. Auditor may issue separate invoices as different fees are earned.

4. Miscellaneous. This agreement is governed by the laws of the State of California without regard to principles of conflicts of law, and may be executed by facsimile and simultaneously in multiple counterparts. Company agrees that Auditor does not warranty the overall performance, Company satisfaction, or data accuracy of any telecommunications related carrier, provider, software manufacturer or vendor at any time whatsoever during or after the term of this agreement. Each person signing this agreement on behalf of a party represents that he or she has been duly authorized to sign this agreement and to bind the party on whose behalf this agreement is being signed by that signatory. In the event of any litigation, proceeding or legal action arising out of or relating to this agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses incurred in connection with such dispute or legal action, in addition to any other relief granted. AUDITOR SHALL NOT BE

LIABLE TO THE COMPANY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT

LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF

CONTRACT,TORT OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. IN ADDITION, IN NO EVENT SHALL AUDITOR'S LIABILITY TO COMPANY EXCEED THE FEES ACTUALLY PAID BY COMPANY TO AUDITOR.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date.

COMPANY AUDITOR
Y
f:CC �.. ._ The SpyGlass Group, LLC
�DocuSigned by:

Signature: Signature: 'ed.warL M, VeglAa�c,(.o -°� `—07B32E2968A04E2...

Print Name: Poo k zr Print Name: Edward M. DeAngelo Date: 116 12.4-1 Date: 1/8/2025

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01 G,0.
. d CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
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.govicity-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

ALNO
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. 51Zo f•5
Date Signature of authcirt`zed in 'dual
he Se b Circzau'p LL-C
Company/Applicant Name N\esco —c\r `0j‘rt4i
(Levine Act definitions on reverse side)

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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 Req 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 Req 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 g purpose of influencing the pending proceeding. See FPPC Req 18438.3 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 Req Contract an agency employee..A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.

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��°� °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:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH ROBERT HALF,INC.

RECOMMENDED ACTION:

It is recommended that the City Council approve a Professional Services Agreement with Robert Half,Inc. for staff augmentation services and authorize the City Manager to execute the agreement.

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

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

On June 12,2023,the City Council approved a$67,000 Professional Services Agreement with Robert Half for Fiscal Year 2023-24,with a First Amendment approved on January 22,2024.

On September 23,2024,the City Council approved a Professional Services Agreement with Robert Half for$150,000 through June 30,2025.

ISSUES AND ANALYSIS
From time to time,positions may become vacant,and additional personnel services are needed to maintain the City's financial and administrative processes. Robert Half has provided temporary staffing for administrative and professional tasks in the past,and staff recommends approving a Professional Services Agreement with the firm for a three(3)year term to provide such staffing until positions can be filled with permanent staff. The Agreement is for a not-to-exceed amount of$100,000 annually.

The City's internal controls around procurement will ensure that a purchase order is not entered into in excess of budget. If personnel expenses are needed to be reclassed to contract services in order to have sufficient budget, a budget amendment will be requested of City Council.

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

FISCAL IMPACTS
The total Agreement cost is a not-to-exceed amount of$100,000 annually. There are available funds in the proposed Fiscal Year 2025-26 Finance Contract Services Account No. 1011301-5253. If additional budget is necessary, staff will return to the City Council with a budget adjustment in the future.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of July 1, 2025 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Robert Half, Inc. a Delaware Corporation with its principal place of business at 3633 Inland Empire Boulevard, Suite 525, Ontario, CA 91764 (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:

Staff augmentation 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. TERM. This Agreement shall commence on July 1, 2025,and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2028, unless sooner terminated pursuant to the provisions of this Agreement.

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

3. PERFORMANCE. Consultant shall at all time faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.

4. PAYMENT.
a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit A other than the scope of work to be performed, payment rates and schedule of payment are null and void. This amount shall not exceed $100,000 per year for the total term of the Agreement unless additional payment is approved as provided in

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this Agreement.
b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the Finance Department.

Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services.

The City Manager may approve additional work up to thirty thousand dollars ($30,000.00). In no event shall the total sum of the agreement (basic agreement amount and additional work) exceed three hundred and thirty thousand dollars($330,000.00). Any additional work in excess of this amount shall be approved by the City Council.
c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty(30)days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of invoice of any disputed fees set forth on the invoice.

5. HIRING OF CONSULTANTS ASSOCIATES/SUB CONTRACTORS The City will not pursue a direct contract or professional services agreement with the associates of the Consultant for a minimum of 1 year from the last day worked under the Consultant's contract. For a placement fee of $1,000, the City may hire one of the Consultants associates and/or subcontractors as a permanent, full time, benefited employee, only after the City has performed a recruitment and the associate has been deemed the most qualified candidate. For a fee of $500, the City may hire one of the Consultant's associates and/or subcontractors on a part-time basis only after the City has performed a recruitment and the associate has been deemed the most qualified candidate.

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

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written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default. by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement

8. OWNERSHIP OF DOCUMENTS.
a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

9. INDEMNIFICATION.
a. The Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City.
b. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

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10. INSURANCE REQUIREMENTS.

Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88.
(2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles,_ a non-owned auto endorsement to the General Liability policy described above is acceptable.
(3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees.
(4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than:
(1) General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.
(3) Worker's Compensation insurance is required only if Consultant employs any employees. Consultant warrants and represents to the City that it has no employees and that it will obtain the required Workers Compensation Insurance upon the hiring of any employees. (4) Professional Liability coverage: Two million ($2,000,000) per claim and in aggregate.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall

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procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
(1) The City, its officers, officials, employees and volunteers are to be covered as insured's as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
(2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by1 he City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it
(3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Consultant's insurance shall apply separately to each Insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City.
(6) Additional Insured -.All policies, except for Worker's Compensation and Professional. Liability policies, shall contain endorsements naming the City hereunder. The additional insured endorsements shall also be primary and non- contributory.
(7) Waiver of Subrogation Rights - CONSULTANT shall require the carriers of Commercial General Liability, Automobile Liability and Worker's Compensation to waive all rights of subrogation against the City of Upland, and in; officers, employees, agents and volunteers. Such insurance coverage provided shall not prohibit CONSULTANTS employees or agents from waiving the right of subrogation prior to a loss or claim. CONSULTANI' hereby waives all rights of subrogation against the City of Upland.
e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VIII, and admitted and licensed to do business in the State of California, unless otherwise acceptable to the City. Self insurance shall not be considered to

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comply with these insurance requirements.
f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications.

11. INDEPENDENT CONTRACTOR.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents. or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City.

Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.
b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.
c. PERS Eligibility Indemnification: In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors,as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

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

12. LEGAL RESPONSIBILITIES.

The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance

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of its service pursuant to this Agreement Consultant is responsible for compliance with the Patient Protection and Affordable care Act(2010),and City shall not be obligated to provide any health care coverage to Consultant The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and Its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

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

14. NOTICES.

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

City: Consultant:
460 North Euclid Avenue Robert Half, Inc.

Upland, California 91786 3633 Inland Empire Blvd, Suite 525 Attn: Finance Manager Ontario, CA 91764-4922
Attn: Regional Vice President
Copy to:

Client Contracts Department
3001 Bishop Drive, Suite 140
San Ramon, CA 94583

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15. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City and the Consultant.

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

17. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Upland. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

18. PROHIBITED INTEREST. No officer, or employee of the City of Upland shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant. or Consultant's sub-contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Upland has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Consultant or Consultant's sub-contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement

19. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

20. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrant and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

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

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

23. CONSTRUCTION. The parties have participated jointly in1 he negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

24. COSTS. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and In the performance of its obligations hereunder except as expressly provided herein.

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

26. ATTORNEYS' FEES. In the event that litigation Is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys'fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF UPLAND AND MV CHENG & ASSOCIATES, INC.

IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day and year first above
CITY OF UPLAND ROBERT HALF INC.

Approved By:

By: By:

Michael Blay,
City Manager Its:

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

Its:

Printed Name:

Attested by:

By:

Keri Johnson,
City Clerk
Approved as to form:

By:

Best Best & Krieger LLP
City Attorney

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

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

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

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op tr,N
6 CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
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.

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 Long Beach and is a public record. If you have any questions about this form, please contact your City representative for assistance.

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):
<4,10
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. / ems-
Date Signature of authorized individual
Company/Applicant Name
(Levine Act definitions on reverse side)

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��°� °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:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

STACI SULLIVAN,FINANCE MANAGER
SUBJECT: CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH MV CHENG&ASSOCIATES,INC.

RECOMMENDED ACTION:

It is recommended that the City Council approve a Professional Services Agreement with MV Cheng&Associates, Inc. for staff augmentation services and authorize the City Manager to execute the agreement.

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

BACKGROUND
Upland-based MV Cheng & Associates Inc. (MVC) has been providing finance staff augmentation services to the City since 2016. Temporary staffing provided by MVC has included positions such as Finance Manager, Payroll Analyst,Human Resources Analyst,and Senior Accountant.

The current Professional Services Agreement between the City and MVC expires on June 30,2025.

ISSUES AND ANALYSIS
From time to time,positions may become vacant,and additional personnel services are needed to maintain the City's financial and administrative processes. MVC has provided temporary staffing for administrative and professional tasks in the past,and staff recommends approving a Professional Services Agreement with the firm for a three(3)year term to provide such staffing until positions can be filled with permanent staff. The Agreement is for a not-to-exceed amount of$100,000 annually.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of July 1, 2025 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and MV Cheng & Associates, Inc., a California Corporation with its principal place of business at 102 W. 24th Street, Upland, CA 91784 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

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

Staff augmentation 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:

3. PERFORMANCE. Consultant shall at all time faithfully,competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement-

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b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the Finance Department.

5. HIRING OF CONSULTANT'S ASSOCIATES/SUB CONTRACTORS The City will not pursue a direct contract or professional services agreement with the associates of the Consultant for a minimum of 1 year from the last day worked under the Consultant's contract. For a placement fee of $1,000, the City may hire one of the Consultants associates and/or subcontractors as a permanent, full time, benefited employee, only after the City has performed a recruitment and the associate has been deemed the most qualified candidate. For a fee of $500, the City may hire one of the Consultant's associates and/or subcontractors on a part-time basis only after the City has performed a recruitment and the associate has been deemed the most qualified candidate.

7. DEFAULT OF CONSULTANT.
a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and

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without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default. by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement

8. OWNERSHIP OF DOCUMENTS.
a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained fora period of three(3)years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

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10. INSURANCE REQUIREMENTS.

Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88.
(2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles,_ a non-owned auto endorsement to the General Liability policy described above is acceptable.
(3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees.
(4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than:
(1) General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.
(3) Worker's Compensation insurance is required only if Consultant employs any employees. Consultant warrants and represents to the City that it has no employees and that it will obtain the required Workers Compensation Insurance upon the hiring of any employees. (4) Professional Liability coverage: Two million ($2,000,000) per claim and in aggregate.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-jnsured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

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d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
(1) The City, its officers, officials, employees and volunteers are to be covered as insured's as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
(2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by1 he City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it
(3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Consultant's insurance shall apply separately to each Insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City.
(6) Additional Insured -.All policies, except for Worker's Compensation and Professional. Liability policies, shall contain endorsements naming the City hereunder. The additional insured endorsements shall also be primary and non- contributory.
(7) Waiver of Subrogation Rights - CONSULTANT shall require the carriers of Commercial General Liability, Automobile Liability and Worker's Compensation to waive all rights of subrogation against the City of Upland, and in; officers, employees, agents and volunteers. Such insurance coverage provided shall not prohibit CONSULTANTS employees or agents from waiving the right of subrogation prior to a loss or claim. CONSULTANI' hereby waives all rights of subrogation against the City of Upland.
e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VIII, and admitted and licensed to do business in the State of California, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements.

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f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications.

11. INDEPENDENT CONTRACTOR.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents. or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement Consultant shall not at any time or in any manner represent that it or any of i1s officers, employees or agents are in any manner officers, employees or agents of the City.

12. LEGAL RESPONSIBILITIES.

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

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or in equity occasioned by failure of the Consultant to comply with this section.

14. NOTICES.

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

To City: City of Upland
Mailing Address:
460 North Euclid Avenue
Upland, California 91786
Attn: Finance Manager
To Consultant: MV Cheng & Associates Inc.
102 W 24th Street
Upland, CA 91784

15. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder,without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City and the Consultant.

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF UPLAND AND MV CHENG & ASSOCIATES, INC.

IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day and year first above
CITY OF UPLAND MV CHENG & ASSOCIATES INC.

Approved By:

By: By:

Michael Blay,
City Manager Its:

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

Its:

Printed Name:

Attested by:

By:

Keri Johnson,
City Clerk
Approved as to form:

By:

Best Best & Krieger LLP
City Attorney

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Exhibit A
MV Cheng & Associates Hourly Rates for the Position Level Consultant for City of Upland as follows:

Account Clerk or Office Clerk or UB Cashier $35-50 Human Resources Analyst $50-70
Payroll Technician $55-75
Account Technician $55-75
Buyer/Purchasing Agent $55-75
Accountant $65-75
UB Supervisor $70-85
Budget Analyst $70-85
Senior Accountant $75-90
Human Resources Manager $90-100
Budget Manager $90-100
Purchasing Manager $90-100
Accounting Manager $90-100
Human Resources Director $105-120
Finance Director $125-145
For out of area candidates (over 1 hour 15 minute drive), there is a markup of up to $5-20 per hour depending on distance.

Rates are subject to change.

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for urt

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
bit
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.

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):

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.

S=1-LS
Date Signature of au hor zed individual
fill &Heat,- . Assaut1/4-765/friplyv•ayeivo
Company/Applicant Name
(Levine Act definitions on reverse side)

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4°F p`q� CIoFUPLAND
.�, �. ' "The City of Gracious Living"
c�lrFOR�i� Z�v�/ `C`/
DATE: June 9,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

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

COMPANIES FOR CONTRACT BUSINESS LICENSE SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve the First Amendment to the Agreement with HdL Companies for contract business license services for one additional year through June 30,2026 in an amount not-to-exceed$150,000 for the extension period;and authorize the City Manager to execute the First Amendment.

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

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

ISSUES AND ANALYSIS
HdL has agreed to provide the same services as described in the Agreement for a term ending June 30,2026. Effective July 1,2025,HdL will tax$20.00 per account for each business license processed. For collections,HdL keeps 25% on past due amounts collected, plus a one-time fee of 35% for any revenues generated through discovery of new businesses and audits.

FISCAL IMPACTS
The estimated cost for contract business license services is$150,000 and is included in the approved Fiscal Year 2025- 26 operating budget.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

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FIRST AMENDMENT TO MASTER SERVICE AGREEMENT

FOR BUSINESS LICENSE AND COMPLIANCE SERVICES
This First Amendment to the Master Service Agreement for Business License Administration and Compliance Services("First Amendment")is made and entered into on the 9th of June,2025,by and between the City of Upland, a municipal corporation ("City), and Hinderliter de Llamas and Associates, a California company ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the Parties have entered into a Master Service Agreement for Business License Administration and Compliance dated September 12, 2022 ("Agreement") for the purpose of Business License Administration and Compliance Services through June 30,2025.

B. WHEREAS, the Parties now desire to amend the Agreement to extend the Term of the Agreement to June 30, 2026 continuing the Business license Administration and Compliance Services.

C. WHEREAS, the Parties now desire to amend the Agreement to increase the compensation due Consultant for the period July 1,2025 to June 30,2026 by an additional$150,000 for an aggregate amount not to exceed$495,000 for Business License Administration and Compliance Services.

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 one (1) year commencing July 1,2025 through June 30,2026 ("Extended Term")unless earlier terminated

3. Compensation.
a. The compensation for services performed pursuant to the Extended Term shall not exceed the total cost of$150,000, for an aggregate amount not to exceed $495,000 for Business License Administration and Compliance Services. b. The City Manager may approve Additional Work up to ten percent (10%) of the amount of the Agreement or$49,500. In no event shall the total sum of the Agreement exceed$544,500.

4. Fees: Fees for the Business License Administration and Compliance Services during the Extended Term shall be:
• Admin BL=$20.00 per account processed
• Collection Fees=25%
• Discovery Fees=35%
• Audit Fees=35%

5. Full Force and Effect of Agreement. Except as amended by this First Amendment, all terms and provisions of the Agreement shall remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE]

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

CITY OF UPLAND,CA HINDERLITER DE LLAMAS &
ASSOC.

By: By:

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

By:

Keri Johnson, City Clerk
Approved as to form:

By:

Best Best&Krieger LLP
City Attorney

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CITY OF UPLAND

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

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

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

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

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

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

3. Additional Work.

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

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

4. Maintenance of Records.

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

5. Term.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein,Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
c. City acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside of the State (e.g., city, municipality, county, district, public authority or other political subdivision), may procure services for fees and other terms and conditions that are substantially similar to any of the Services, Fees and other terms and conditions set forth in this Agreement, provided that such other public agency executes a separate with Consultant wherein the services rendered to such other public agency, the fees payable by such other public agency, and the other terms and conditions of such separate agreement are the responsibility of the Consultant and such other public agency and not City.

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

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

14. Verification of Employment Eligibility.

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

15. Reserved.

16. Laws and Venue.

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

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

19. Organization
9

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

20. Limitation of Agreement.

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

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

CITY: CONSULTANT:

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

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

23. Equal Opportunity Employment.

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

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

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

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

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

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

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

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
11

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND

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

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

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

By.

KERI JOH ,

CITY CLERK
12

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EXHIBIT A
Scope of Services and Schedule of Charges
13

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C ■
ty of

PROPOSAL FOR CONTRACT BUSINESS LICENSESERVICES
June 6, 2022
HdP Companies
SUBMITTED BY CONTACT
HclL Companies Robert Gray
Corporate Office: Brea. CA T: 714.C79.500n
operations Center:Fresno,rA E: reray :hdlrompaneG_ror hdlcompanies.rom

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TAF_ILF OF rONTFNTS

1. LETTER OF INTEREST 1

2. PROJECT UNDERSTANDING AND APPROACH 2
• PROPOSED METHODOLOGY

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

4. PROPOSED CHANGES TO CONTRACT TEMPLATE . 12

5. COST PROPOSAL 13

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

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

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

Our contact information is:

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

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

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

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

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0 PROJECT UNDERSTHANDING AND APPROACH
INZIKEIMMIZEI.. dmilii=11.1 .M11
HdL has a unique understanding of the challenges our hundreds of clients face.The City of Upland faces many of those same challenges: decreased revenues as a result of the global pandemic, limited staff,and increased operational costs. HdL is positioned to offer the City relief,while providing a superior level of service.

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

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

HdL is the only firm which also provides tightly integrated local tax services as needed. including modernizing your municipal code and tax structure, discovery and audit services, and consulting services which encompass any circumstance which may be encountered in the realm of local government licensing and taxes.Our compliance services integrate closely with our software,providing an electronic remittance package which eliminates data entry.

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0 PROJECT UNDERSTANDINGANDAPPROACH

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

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

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

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

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

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

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

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

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

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

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

Submission of a new application
• Renewal of existing account
• Closure request
• Pay a balance due
• Update account information
• Print Certificate
• Public record inquiries
Proposal for Contract Business License Servires
HdL© Companies City of UplandCIO

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

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

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

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

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

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

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

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Upland City CouncilJune 9, 2025

Upland City Council
June 9, 2025