Upland City Council
July 28, 2025

Upland Executive Management Compensation and Benefit Plan ARTICLE 13—VEHICLE ALLOWANCE
The Police Chief shall receive a City vehicle to take home. All other executivemanagement employees receive the following:

Executive Management Directors five hundred dollars ($500)per month.

Deputy Directors three hundred dollars ($300) per month.

ARTICLE 14—CELL PHONE ALLOWANCE
Employees shall be entitled to a cell phone allowance in the amount of one hundred dollars ($100)per month or the use of a City-issued cell phone. If the employee chooses the cell phone allowance the amount shall be subject to applicable withholdings. Employee acknowledges that the City makes no representation with respect to the taxability or non-taxability of the benefits provided under this Section.

ARTICLE 15—HOLIDAYS
The City of Upland observes the following holidays as official fixed holidays, established by Resolution:

New Year's Day (January 1)
Martin Luther King Day (Third Monday in January)
President's Day (Third Monday in February)
Memorial Day (Last Monday in May)
Independence Day (July 4)
Labor Day (First Monday in September)
Thanksgiving Day _ (Fourth Thursday in November) Friday after Thanksgiving Day (The Day After the Fourth Thursday in November) Christmas Day (December 25)
Each official fixed holiday shall be ten(10) hours unless otherwise noted.

If the holiday falls on a Friday or Saturday, Thursday shall be designated as the holiday and if the holiday falls on Sunday, Monday shall be designated as the holiday.

To be paid for an official fixed City holiday (the days on which the public offices of the City of Upland will be closed) employees must be in a paid status both the day before and the day after the holiday. For example, if a holiday fell on a Monday,and the employee was on a 4/10 work schedule with Fridays off, the employee would be requiredto be in a paid status on the Thursday before the holiday and the Tuesday following the holiday.

City Hall and most City departments will be permanently closed from Christmas Day through New Year's Day. Christmas Day and New Year's Day holidays will be part of this closure except for the case where either holiday falls on a Sunday. In the case that either Christmas Day or New Year's Day falls on a Sunday it will be observed on the following Monday. Employees will receive compensation that will cover their absence from work from December 25th through January 1st.

The employee must be in a paid status on the above dates to receive this holiday compensation. 7

Upland Executive Management Compensation and Benefit Plan ARTICLE 16—FLOATING HOLIDAYS
Employees in the unit shall receive twenty (20) hours of Floating Holiday annually. Floating holiday hours which are not used in December will automatically be cashed out on the pay date in January that covers the final pay period in December.

ARTICLE 17—EXECUTIVE LEAVE
Executive Management Employees in the unit shall receive one hundred (100) hours of executive leave annually.

Deputy Director classifications in the unit shall receive eighty (80) hours of executive leave annually.

Executive Leave which is not used in December will automatically be cashed out on the pay date in January that covers the final pay period in December.

ARTICLE 18—SICK LEAVE
Employees in the unit earn sick leave at the rate of eight (8) hours per month, up to a maximum accrual of twelve hundred and fifty (1250) hours. Notification of need for such leave must comply with the City's Administrative Policy on Sick Leave.

ARTICLE 19—SICK LEAVE ACCRUAL PAYMENT UPON RETIREMENT
Upon service or disability retirement under the PERS retirement plan, employees mayelect one of the following options for payment of unused sick leave:
a. At the time of service or disability retirement, fifty percent (50%) of accrued sick leave may be cashed out at the current hourly rate, up to a maximum of 625 hours; or b. Retiring employees may use fifty percent (50%) of accrued sick leave as Personal Leave just prior to retirement, up to a maximum of six hundred and twenty-five (625) hours.

ARTICLE 20—VACATION
Vacation shall accrue based on the following schedule:
01 —02 Years of service i80 Hours per year
03 —05 Years of service 100 Hours per year
06— 10 Years of service 140Hours per year
11 — 16 Years of service 160 Hours per year _
17 + Years of service 180 Hours per year
All employees may accrue vacation up to a maximum of five hundred hours (500) of vacation leave. Any hours over the five hundred(500)will automatically be cashed out on the pay period that the maximum accrual is reached.
8

Upland Executive Management Compensation and Benefit Plan Police Chief:

Vacation shall accrue based on the following schedule:
01 —02 Years of service 100 Hours per year
03 —05 Years of service 140 Hours per year
06— 16 Years of service 168 Hours per year
16+ Years of service 180 Hours Per Year
All employees may accrue vacation up to a maximum of five hundred hours (500) of vacation leave. Any hours over the five hundred(500)will automatically be cashed out on the pay period that the maximum accrual is reached.

ARTICLE 21—VACATION BUYBACK
Executive management employees may convert up to eighty hours (80) of unused vacation, sick leave, and/or executive leave. Deputy Director classifications may convert up to sixty hours (60) of unused vacation, sick leave, and/or executive leave. This request must be made in writing to Human Resources and will be paid in November of each year.

Executive management employees may cash out Aan additional 80 hours of vacation can be cashed out in June of each year.

Deputy Director classifications may cash out an additional sixty hours (60) of vacation in June of each year.

Any employee who elects to convert accrued vacation leave to compensation as provided for herein, shall be in compliance with the Department of Treasury, Internal Revenue Service (IRS) Section

1.451-1(a), must comply with the following:
• Any vacation leave conversion request must be made in writing using the form provided by Human Resources and must be received by Human Resources no later than December Pt of the calendar year prior to the end of the calendar year in which the employee wishes to convert such vacation leave.
o For example: Employee requests to buy back twenty (20) hours of vacation leave, the request must be in Human Resources by December 1st, to be paid on the first pay period in November.
• All vacation leave conversion requests are irrevocable and cannot be changed or amended unless rescinded and received in writing by Human Resources not later than December Pt of the calendar year prior to the conversion.
• Employees who fail to submit a request by December 1st of the calendar year prior to the conversion will not be eligible for vacation leave converted to cash for that calendar year.

ARTICLE 22—BEREAVEMENT LEAVE
Employees may take up to five (5) days per occurrence (January 1 through December 31)with pay in the event of a death of a qualified family member.A qualified family member includes a spouse, 9

Upland Executive Management Compensation and Benefit Plan child, parent, sibling, grandparent, grandchild, domestic partner, or parent-in-law. Adoptive relatives and step relatives shall count the same as relatives by birth.

An employee will be eligible for this leave after they have completed thirty (30) days of employment with the City prior to the commencement of the leave.

The five (5) days do not need to be taken consecutively; they can be used intermittently. If leave is used intermittently,it must be used within three(3)months of the family member's date of death.

The City will consider a request for bereavement leave for the death of a member's aunt or uncle on a case-by-case basis.

Executive Management may also take up to four (4) hours per year to attend funeral services for situations other than the above with City Manager approval.

ARTICLE 23- BILINGUAL PAYY
A bilingual differential of one hundred ($100)per month shall be paid to certified employees who use their fluency in writing, reading and/or translating a second language. The bilingual pay will be granted only as long as the City Manager requires the employee to utilize their bilingual proficiency for City services.

In order to receive the bilingual pay for a designated position, the employee must be certified by testing. Such testing will be arranged for by Human Resources.

Certified employees will receive the bilingual differential effective the day following notification that they have successfully been certified as bilingual.

ARTICLE 24 —TUITION REIMBURSEMENT
The City agrees to reimburse employees up to thirty-five hundred($3,500)per employee,per fiscal year, as long as funds are available, for costs for tuition and textbooks incurred for job-related education. Such expenditure must enhance the furtherance of the City's work or continuing education goals.

Eligibility for reimbursement is contingent upon an approved course or seminar, completed with, where applicable, a grade of"C" or better or "pass"when taken on a pass/fail basis. Approval for reimbursement must be submitted first to the City Manager prior to the employee enrolling in the class or purchasing textbooks and related materials. Upon successful completion of the course(s), the employee must submit a request for reimbursement to the Finance Division for processing.

ARTICLE 25—DEPUTY DIRECTOR CLASSIFICATION EDUCATION INCENTIVE The City agrees to pay five percent(5%) additional compensation over a Deputy Director classification's base salary for a job related Master's degree if not a requirement of the position.

The degree must be related to the employee's employment with the City as determined by the City Manager.
10

Upland Executive Management Compensation and Benefit Plan

APPENDIX A
Grade Classification Title
88 City Manager
79 Assistant City Manager
83 Chief of Police
71 Public Works Director
7274 Development Services Director
67 Deputy Director of Human
Resources/Risk Management
67 Deputy Director of Public Works
11

Upland Executive Management Compensation and Benefit Plan

APPENDIX B
City of upland
Exenrtive Sa lary Schedule
Effective 6/25J202:3
STEP
Joh Description Grade 1 2 3 4 5 6 ASSISTANT CITY Hourly 95.53 100.30 105.32 110.58 116.11 12132 MANAGER 79 Monthly 16,557.69 17,385.57 18,254.65 19,167.60 20,125.98 21,13227 Yearly 198,692.28 206,626.90 219,05624 230,011.15 241,511.71 253,56730 Hourly 105.44 110.71 11625 122.0E 128.17 13137 CHIEF OF POLJCE 83 Monthly 18,276.59 14,190.42 20,149.94 21,157A4 22,21531 23,326.O8 Yearly 219,319.10 23 ,285.06 241,799.31 253,888.28 266,583.74 279,912.93 Hourly 119.30 125.26 131.53 138.10 145.01 152.26 CITY MANAGER 31 Monthly 20,676.29 21,7122_0 22,797.81 23,937.70 25,134.59 26,391.32 Yearly 248,139.43 260,546.41 273,573.73 287,252.41 301,615.03 316,695.78 BEVEL0PMENT Hourly 20.36 81.38 88.60 93.03 97.68 102.56 72 Monthly 13 029.41 11,625.88 15,35717 16,125.03 16,95138 17,777-85

SERVICES DIRECTOR
Yearly 167,52.91 175,510.55 194,266.06 193,506.39 203,175.41 213,334.18 PUBLIC WORMHourly 78.40 82.32 85.44 90.76 95.30 100.06 DIRECTOR 71 Monthly 13,589.67 14,269.15 14,962.61 15,731.74 16,518.33 17,34424 Yearly 163,075.01 171,24.81 179,791.30 188,760.67 196,219.91 206,130.90 City of Upland
Executive Salary Schedule
Effective 6/2312024
STEP
Job Description Grade 1 2 3 4 5 6 ASSISTANT CITY Hourly 99.35 104.31 109.53 115.01 120.76 126.79 79 Monthly 17,220.03 16,061.06 18,965.05 19,934.30 20,931.01 21,977.57

MANAGER
Yearly 206,639.97 216,971.97 227,620.57 239,211.60 251,172.16 263,730.79 Hourly 109.66 115.14 120.90 126.94 133.29 134.9E CHIEF CIF POLICE 83 Monthly 19,037.66 19,956.04 20,955.94 22,033.74 23,103.92 24,259.12 Yearly 228,091.67 239,496.46 251,47126 264,044.65 277,247.09 291,109.44 Hourly 124.07 130.27 136.79 143.63 150.81 15635 CITY MANAGER 88 Monthly 21,505.42 22,580.69 23,764.72 24,895.21 26,139.97 27,44637 Yearly 258,065.01 270,968.2.E 284,516.67 298,742.51 313,679.63 329,363.62 DEVELOPMENT Hourly 83.58 87.76 92.14 96.75 10159 106.67 SERVICES DIR ECTOR 72 Monthly 14,466.59 15,210.91 15,971.46 16,770.03 17,068.54 18,468.96 Yearly 173,839.03 162,530.98 191,657.53 201,240.40 211,302.42 221,867.54 PUBLIC WORKS Hourly 81.54 85.61 8930 94.39 99.11 104.07 71 Morrthly 14,133.25 14,839.92 15,56191 16,361.01 17,179.06 18,036.01

DIRECTOR
Yearly 169,599.05 176,079.06 186,96295 196,332.10 206,148.70 216,456.14 12

Upland Executive Management Compensation and Benefit Plan City of upland
Executive Sa Ian(Shed ule
Effective 6/22/2025
STEP
Job Description Grade 1 2 3 4 5 6 ASSISTANT CITY Hourly 102.33 107.44 112.81 118.46 124.38 130.60 MVAGER 79 Monthly 17,735.60 16,623.43 19,554.60 20,532.33 21,558.95 22,636,89 Yearly 212,839.17 223,481.13 234,655.19 245,387.95 256,707.34 271,642.71 Hourly 112.95 116.60 124.53 134.75 137.29 144.16 CHIEF OF POLICE 83 Monthly 19,577.89 20,556.78 21,584.62 22,663.85 23,797.04 24,986.89 Yeany 4s4,9*4.4i1 4913,4761.15 ti rU15Af 1/1,9 .l`! 465,54.4.]U Z99',144f./1 Ho leiy 127.79 134.18 141169 147.93 155.33 163.10 CITY MANAGER 88 Monthly 22,150.58 23,256.11 2442101 25,642.07 26,924.17 26,270.38 Yearly 265,806.96 279,097.31 293,052.17 307,704.78 323,099.02 339,244.52 DEVELOPMENT Hourly 85.08 90.39 94.91 99.65 104.64 109.87 72 hhorithh,t 14,921.18 15,657.24 16,450.60 17,273.13 16,136.79 19,043.6.3

SERVICES DIR ECTOR
Yearly 179,054.20 188,006.91 197,407.25 207,277.61 217,641.49 228,523-57 PUB LIC WORKS Hourly 83.98 86.18 92.59 97.22 102.08 107.19 DIRECTOR 71 Monthly 14,557.25 15,2.85.11 16,049.37 16,851.64 17,694.43 16,579.15 Yearly 174687.42 183,421.37 192,592.44 202,222.06 212,333.17 222,949,82 13

Upland Executive Management Compensation and Benefit Plan City of Upland
Executive Salary Schedule
Effective 6f22f2025
STEP
Job Desuiption Grace 1 2 3 4 5 6 Hourly 102.33 107.44 112.81 118.46 124.38 130_60 ASSISTANT CITY MANAGER 79 Monthly 17,736.60 18,623.43 19,554.60 20,532.33 21,553.95 22,636.89 Yearly 212,839.17 223,481.13 234,655.19 246r387.95 258,707.34 271,642.71 Hourly 112.95 118.60 124.53 130.75 137.29 144.16 CHEF OF POLICE 83 Monthly 19,577.89 20,556.78 21,584.62 22,563.85 23,757_04 24,986.89 Yearly 234,934.62 246,681.35 259,015.42 271,966.19 2E5,564.50 299,842.73 Hourly 127.79 134.18 140.89 147.93 155.33 163.10 CITY MANAGER 88 Monthly 22,150.58 23,258.11 24,421.01 25,642.07 26,924.17 28,270.36 Yearly 265,806.96 279,097.31 293,052.17 307,704.7a 323,090.02 339,244.52 Hourly 86.08 90.39 94.91 99.65 104.64 109.87 DEVELOPMENT SERVICES 72 Monthly 14,921.18 15,667.24 16,450.60 17,273.13 18,136.79 19,043.63

DIRECTOR
Yearly 179,054.20 189,006.91 197,407.25 207,277.61 217,54149 228,523.57 Hourly 83.98 88.18 92.59 97.22 10/08 107.19
PUBUC WORKS DIRECTOR 71 Monthly 14,557.25 15,285.11 16,049.37 16,851.84 17,694.43 18,579.15 Yearly 174,687.02 183,421.37 192,592.44 202,222.06 212,333.17 222,49.82 City of Upland
Executive Salary Schedule
Effective 7/28 f 2025
STEP
Job Description Grade 1 2 3 4 5 6 Hourly 102.33 107.44 112.81 118.46 124.38 130.60 ASSISTANT CITY MANAGER 79 Monthly 17,736.60 18,623.43 19,554.60 20,532.33 21,558.95 22,536.89 Yearly 212,839.17 223,48.1.13 234,655.19 246,387.95 258,707.34 271,642.71 Hourly 112.95 118.60 124.53 130.75 137.29 144.16 CHIEF OF POLICE 83 Monthly 19,577.89 20,556.78 21 584.62 22,663.85 23,797.04 24,986.89 Yearly 234,934.62 246,681.35 259,015.42 271,966.19 285,564.50 299,842.73 Hourly 127.79 134.18 140.89 147.93 155.33 163.10 CITY MANAGER 88 Monthly 22,150.58 23,25811 24,421.01 25,642.07 26,924.17 28,270.38 Yearly 265,806.96 279,097.31 293,052.17 307,704.72 323,090.02 339,244.52 DEVELOPMENT SERVICES Hourly 90.44 94.96 99.71 104.70 109.93 115.43 DIRECTOR 74 Monthly 15,676.57 16,460.40 17,283.42 18,147.59 19,054.97 20,007.72 Yearly 188,118.82 197,524.76 207,400.99 217,771.04 228,659.60 240,092.59 Hourly 83.98 88.18 92.59 97.22 102.08 107.19 PUBLIC WORKS DIRECTOR 71 Monthly 14,557.25 15,285.11 16,049.37 16,851.84 17,694.43 18,579.15 Yearly 174,687.02 183,421.37 192,592.44 202,222.06 212,333.17 222,949.82 DEPUTY DI RECTOR OFHUMAN Hourly 75.38 79.14 83.10 87.26 91.62 96.20 RESOURCES/RISK 67 Monthly 13,065.13 13,71139 14,404.31 15,124.53 15,880.75 16,674.79 la1.ANAGEMENT Yearly 156,78.1.61 164,620.69 172,851.73 181,494.31 190,569.03 200,097.48 DEPUTY DIRECTOR OF PUBLIC Hourly 75.38 79.14 83.10 87.26 91.62 96.20 WORKS67 Monthly 13,065.13 13,71139 14,404.31 15,124.53 15,880.75 16,674.79 Yearly 156,781.61 164,620.69 172,851.73 181,494.31 190,569.03 2130,097.48 14

Upland Executive Management Compensation and Benefit Plan :v• 'Upland
Executive Salary Schedule
Effective 121712025
[Deputy Directors only}
STEP
Job Description 2.3ce 1 2 3 4 5 6 Hourly 102.33 107.44 112.82 118.46 12438 130.60 ASSISTANT CITY MANAGER 79 Monthly 17,736.60 18,623.43 19,555.43 20,532.33 21,558.95 22,636.89 Yearly 212,839.17 223,481.13 234,665.19 246,3387.95 258,707_34 271,642.71 Hourly 112.95 118.60 124.53 130.75 137.29 144.16 CHIEF OFPOUCE 83 Monthly 19,577.69 20.556.78 21,584.62 22,663.85 23,797.04 24,986.89 Yearly 234,934.62 246,681.35 259,015.42 271,966.19 285,564.50 2990842.73 Hourly 127.79 134.18 140.89 147.93 155.33 163.10 CITY MANAGER 88 Monthly 22,150.56 23,258.11 24,421.01 25,642.07 26,924.17 28,270.38 Yearly 265,806.96 279,097.31 293,052.17 307,704.76 323,090.02 339,244.52 DEVELOPMENT SERVICES Hourly 90.44 94.96 99.71 104.70 109.93 115.43 74 Monthly 15,676.57 16,460.40 17,283.42 18,147.59 19,054.97 20,007.72 DIRECTOR yearly 189,118.62 197.524.76 207,400.99 217,771.04 228,559.60 240,1092.59 Hourly 83.98 88.18 92.59 9722 10208 107.19 PUBLIC V WORKS DIRECTOR 71 Monthly 14,557.25 15,285.11 16,049.37 160851.84 17,694.43 18,579.15 Yearly 174,687.02 183,421.37 192,592.44 202,222.06 212,333.17 222,949.62 DEPUTY DIRECTOR OF Hourly 76.88 80.73 84.76 89.00 93.45 98.12 HUMAN RESOURCES/RISK 67 Monthly 13,3325.44 13,992.76 14,692.40 15,427.02 16,198.37 17,008.29 MANAGEMENT Yearly 159,917.24 167,913.10 176,308.76 185,124.20 194,380.41 204,099.43 Hourly 76.88 80.73 84.76 89.00 93.45 98.12 DEPUTY DIRECTOR OF PUBLIC 67 Monthly 13,326.44 13,92.76 14,692.40 15,427.02 16,198.37 17,008.29 WORKS
Yearly 159 917.24 167,13.10 176,308.76 185,124.20 194,380.41 204,099.43 15

���4°F °p`qt CI TFUPLAND
.�, 1` "The City of Gracious Living"
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DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

CECILIA TODD,DEPUTY DIRECTOR OF HUMAN RESOURCES/RISK MANAGEMENT

ROCIO PRECIADO,MANAGEMENT ANALYST II
SUBJECT: CONSIDER ADOPTING SIDE LETTER BETWEEN CITY AND UPLAND MID-

MANAGEMENT EMPLOYEE ASSOCIATION FOR REVISIONS TO

OVERTIME/COMPENSATORY TIME
RECOMMENDED ACTION:

It is recommended that the City Council approve and adopt the Side Letter between the City and the Upland Mid- Management Employee Association(UMMEA)to revise the Overtime/Compensatory Time article of the 2023-2027 Memorandum of Understanding(MOU).

GOAL STATEMENT
The proposed action supports the City's goal of maintaining fair, equitable labor practices and fostering employee retention by ensuring compensation aligns with actual duties and operational needs.

BACKGROUND
The Police Dispatch Supervisor position is currently classified as exempt from overtime under the Fair Labor Standards Act (FLSA) and City policy. However, operational demands in the Police Department Communications Division,often require supervisory coverage beyond regular work hours to ensure adequate staffing and continuity of public safety services.

ISSUES AND ANALYSIS
Given the increasing complexity of dispatch operations, emergency response coordination, and the need for supervisory presence during peak periods or unforeseen events, it has become necessary to consider modifying the position's compensation to allow for overtime eligibility at time and one half.

This change would align the Police Dispatch Supervisor's compensation structure with the actual demands of the role and support retention and operational efficiency. Staff is therefore recommending that the City Council approve the necessary revisions to authorize overtime compensation at time and one half for the Police Dispatch Supervisor position.

Allowing overtime eligibility at time and one half for this role would:
• Recognize the evolving demands of the position;
• Support compensation strategies that correspond with division needs; • Support the retention of qualified personnel in a high-stress,critical public safety role; and • Improve overall operational efficiency in the Communications Division.

These revisions have been reviewed and mutually agreed upon by the City and the UMMEA through the proposed Side Letter.

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 of this change will depend on the number of overtime hours worked by the Police Dispatch Supervisor.Based on recent staffing patterns and anticipated operational needs, staff estimates an annual increase in personnel costs of approximately$15,287.20, which can be absorbed within the existing Police Department budget for the current fiscal year. Any significant deviations from projected overtime use will be monitored and reported during the Mid-Year Budget review.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Docusign Envelope ID:9AA539B4-2BAF-44D3-BD7D-842D8B86CC5B

SIDE LETTER AGREEMENT

TO THE MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF UPLAND AND THE UPLAND MID-MANAGEMENT EMPLOYEE ASSOCIATION FOR THE PERIOD OF 7/1/2023 TO 6/30/2027 WHEREAS the City of Upland ("City") and the Upland Mid-Management Association ("Association") entered into a Memorandum of Understanding (MOU) covering the period of July 1, 2023, through June 30, 2027.

WHEREAS the MOU provides that there shall be no changes in wages, hours and working conditions during its term without the mutual consent of the parties.

WHEREAS the Parties have informally met, discussed, and agreed to revise Article 21- Overtime/Compensatory Time to allow the Police Dispatch Supervisor position to be paid at one and one half (1.5) times the employee's regular hourly rate for overtime worked.

NOW, THEREFORE, THE PARTIES do hereby agree as follows:

1. This side letter shall amend the wages, hours and other terms and conditions of employment set forth in the current MOU between the parties only to the extent specifically set forth herein. All other wages, hours and other terms and conditions of employment shall remain in full force and effect, and unaffected by this Agreement, unless specifically modified in a subsequent written Agreement by the parties.

2. Article 21- Overtime/Compensatory Time shall be amended to specify that the Police Dispatch Supervisor position shall be paid at one and one half (1.5) times the employee's regular hourly rate for overtime worked.

3. Article 21 shall be amended in its entirety to read as follows:

G. Overtime Compensation — Overtime for management employees is defined as straight time compensation at the employee's regular hourly rate with the exception of the Police Dispatch Supervisor position, which shall be paid at one and one half (1.5) times compensation at the employee's regular hourly rate.

4. Except as expressly modified by this side letter, all other provisions of the MOU shall remain unchanged.

SIGNATURES ON FOLLOWING PAGE

Docusign Envelope ID:9AA539B4-2BAF-44D3-BD7D-842D8B86CC5B CITY OF UPLAND UPLAND MID-MANAGEMENT

ASSOCIATION
Dated: 7/23/2025 I3:11 PM PDT Dated: 7/23/2025 110:44 AM PDT rDocuSigned by: Signed by:
titidkad 661 F61(t_ SWAAAJALr
CDPCC0DCC31-1'0A... 1-7304425DC04472...

By: Michael Blay By:

City Manager President, UMMEA
Dated: 7/23/2025 110:51 AM PDT
r Signed by: *
AIC
COCI-DB03/031-1CC
By: Cecilia Todd
Deputy Director of Human
Resources/Risk Management

,.., Up`q� CITYUPLAND
. ` "The City of Gracious Living"
ltiriiVO
DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:STEPHEN PARKER,CPA,ASSISTANT CITY MANAGER

CECILIA TODD,DEPUTY DIRECTOR OF HUMAN RESOURCES/RISK MANAGEMENT SUBJECT: CONSIDER ADOPTING A SIDE LETTER TO CORRECT THE UPLAND POLICE MANAGEMENT ASSOCIATION 2022-2023 MOU LANGUAGE PER CALPERS REVIEW

FINDINGS
RECOMMENDED ACTION:

It is recommended that the City Council approve and adopt the side letter to correct language in the 2022-2023 Upland Police Management Association(UPMA)Memorandum of Understanding(MOU)and authorize the City Manager to execute the side letter.

GOAL STATEMENT
The proposed action supports the City's goal of responsible leadership by ensuring compliance and upholding fiduciary duties,reflecting commitment to accountability,transparency,and long-term financial stability.

BACKGROUND
The California Public Employees Retirement System (CalPERS) Office of Audit Services (OFAS) conducted an Employer Compliance Review(ECR)of the City of Upland on May 9,2024.The ECR found discrepancies in the way that Education Incentive Pay was being reported and required the City to correct reporting errors from July 1,2021, to current.

ISSUES AND ANALYSIS
The ECR was conducted for the period of July 1,2021,through June 30,2023.The ECR identified several reporting and policy inconsistencies that are not in compliance with Government Code §20636 and California Code of Regulations§571.Key observations included:
• Provisions for Educational Incentive Pay were not consistently available to all employees within a group or class,breaching uniform eligibility requirements.
• Payments related to POST certificates were incorrectly reported as Educational Incentive Pay;in other cases,lump-sum or misclassified payments were reported inaccurately. • The Upland Police Management Association(UPMA)Memorandum of Understanding(MOU)did not address Educational Incentive Pay eligibility for employees hired or promoted before July 1,2022.

The City is required to correct these issues by updating applicable labor policies, coordinating with CalPERS to identify affected employees,and ensuring all future reporting complies with applicable statutes and regulations.These corrective actions will enhance compliance, protect the City from future liabilities, and uphold the integrity of employee retirement benefits.

One element of addressing the ECR observations requires the City of Upland to approve a Side Letter modifying the July 1,2022 UPMA MOU to provide clarification as to the employees eligible for Educational Incentive Pay. The attached Side Letter provides that clarification to this closed plan. There is no financial element at play with the approval of this Side Letter,as both UPMA and City management already understood the intent of the MOU language.

This Side Letter will satisfy Ca1PERS's OFAS that the language of the MOU matches the benefits provided. With approval of this Side Letter,all OFAS observations will be satisfied.

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
There is no fiscal impact associated with this item.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Docusign Envelope ID: D4BD3F7A-200C-49E2-89D6-06CD6E95FEAF

SIDE LETTER AGREEMENT

TO THE MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF UPLAND AND THE UPLAND POLICE MANAGEMENT ASSOCIATION FOR THE PERIOD OF 7/1/2022 TO 6/30/2023
WHEREAS the City of Upland ("City") and the Upland Police Management Association ("Association") entered into a Memorandum of Understanding (MOU) covering the period of July 1 , 2022, through June 30, 2023.

WHEREAS the MOU provides that there shall be no changes in wages, hours and working conditions during its term without the mutual consent of the parties.

WHEREAS the Parties have informally met, discussed, and agreed to revise Article 17- Education Incentive and POST Certificate Pay to comply with the requirement of a CaIPERS audit for the period of 7/1/2021 to 6/30/2022.

NOW, THEREFORE, THE PARTIES do hereby agree as follows:

1. This side letter shall amend the wages, hours and other terms and conditions of employment set forth in the current MOU between the parties only to the extent specifically set forth herein. All other wages, hours and other terms and conditions of employment shall remain in full force and effect, and unaffected by this Agreement, unless specifically modified in a subsequent written Agreement by the parties.

2. Article 17- Education Incentive and POST Certificate Pay shall be amended to remove the requirement that the Education Incentive and POST Certificate Pay take effect when employees in the unit reach Step D in the salary schedule. All employees in the unit are eligible to receive the indicated pay regardless of what Step employee is receiving.

3. Article 17 shall be amended to in its entirety read as follows:

Article 17 - Education Incentive and POST Certificate Pay A. Police Sergeants, Lieutenants, and Captains
Employees receiving Education Incentive Pay based on Equivalent college units for an Associate's Degree or Bachelor's Degree prior to July 1, 2022, will remain eligible to receive this benefit.

The applicable percentages are:
• Two and one-half percent (2.5%) of base salary for an Associate's Degree (or equivalent college units)
• Five percent (5%) of base salary for a Bachelor's Degree (or equivalent college units)

Docusign Envelope ID: D4BD3F7A-200C-49E2-89D6-06CD6E95FEAF Any unit members hired or promoted after July 1 , 2022, will receive Education Incentive Pay as outlined below.
1) Education Incentive Pay in the following amounts, effective July 1, 2022:

Two and one half percent (2.5%) of base salary for an Associate's Degree
OR
Five percent (5%) of base salary for a Bachelor's Degree OR
Seven and one half percent (7.5%) of base salary for a Graduate Degree (including Master's, Juris Doctorate, Doctorate)
2) POST Certificate Pay in the following amounts, effective July 1, 2022:

Two and one half percent(2.5%)of base salary for an Intermediate POST Certificate
OR
Five percent (5%) of base salary for an Advanced POST Certificate.

Eligible employees may only receive one payment amount within each category of Incentive Pay, to a maximum allowable of twelve and one half percent (12.5%) of base salary.

Docusign Envelope ID: D4BD3F7A-200C-49E2-89D6-06CD6E95FEAF

UPLAND POLICE MANAGEMENT
CITY OF UPLAND ASSOCIATION
Dated: 7/23/2025 110:47 AM PDT Dated: 7/23/2025 110:30 AM PDT �DocuSignetl bf�/�I,QA�I (—Signed by�
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By: Mi
26F3FF68A..Michael Blay By: Anthony Kabayan City Manager President, UPMA
Signed by:
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By: Cecilia Todd
Deputy Director of Human
Resources/Risk Management

,s��°F °p`qt C oFUPLAND
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�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

RICHARD SMIDERLE,OPERATIONS MANAGER

BRETT LANCE,OPERATIONS SUPERVISOR
SUBJECT: CONSIDER APPROVAL OF A PURCHASE ORDER WITH LOWE'S HOME IMPROVEMENT FOR FISCAL YEAR 2025-26
RECOMMENDED ACTION:

It is recommended that the City Council approve a blanket purchase order for Lowe's Home Improvement in the amount of$88,500 for Fiscal Year 2025-26.

GOAL STATEMENT
The proposed action supports the City's goal of providing excellent customer service to the community and continuing to maintain and improve the city's public infrastructure.

BACKGROUND
The Public Works Department maintains a wide range of city infrastructure, including but not limited to, asset protection and management of streets, sidewalks, parks, park playground structures, park asset protection, and management of streets, sidewalks, parks, park playground structures, park lighting, park restroom facilities, streetlights, citywide signage, trees and building facilities. In order to properly maintain this infrastructure, Public Works staff regularly purchase general hardware, materials, and equipment. Staff utilizes several vendors for these purchases throughout the year, resulting in multiple purchases in small dollar amounts. However, the cumulative amount of these purchases may exceed the City Manager's annual purchasing authority for each vendor of$50,000.

This issue can be resolved through the use of City Council approved annual Blanket Purchase Orders ("BPOs").

Section 9.2 of the City's Purchasing Policy allows the City to contract with a vendor to provide equipment or supplies on an as needed and often over-the-counter basis. BPOs provide a mechanism whereby items which are uneconomical to stock may be purchased in a manner that allows field operations timely access to necessary materials.

ISSUES AND ANALYSIS
It remains imperative that the Public Works Department have the ability to effectively purchase hardware supplies and/or tools,etc. from local vendors on a regular basis.A BPO provides efficient control of the purchases of supplies and facilitates the acquisition of small dollar items ($10,000 or less per item) needed for daily operations that are otherwise uneconomical to store or to procure through formal bidding processes. The current fiscal year's estimated expenses at Lowe's Home Improvement("Lowe's")are expected to exceed the$50,000 signing authority of the City Manager as prescribed in the City's Purchasing Policy and Procedure Manual. Therefore, staff are requesting that the City Council approve a BPO for Lowe's in the anticipated amount of$88,500.

ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environment 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 City's adopted Fiscal Year 2025-26 budget consists of 11 separate accounts totaling$88,500 which will be used in conjunction with the Lowe's Purchase Order request.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

���°F °p`q� � oFUPLAND
"The City of Gracious Living"
.�,
c�lrFOR�i� � 'C ! o - -
DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

NORBERTO FERREIRA,ACTING UTILITIES MANAGER
SUBJECT: CONSIDER APPROVAL OF AN AGREEMENT WITH CLS LANDSCAPE MANAGEMENT

FOR LANDSCAPE MAINTENANCE SERVICES FOR WATER UTILITY FACILITIES RECOMMENDED ACTION:

It is recommended that the City Council approve a Maintenance Services Agreement with CLS Landscape Management for landscaping maintenance of City of Upland water utility facilities; and authorize the City Manager to execute the agreement.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining and enhancing the landscape around our water facilities, ensuring a safe,clean,and aesthetically pleasing environment that meets both regulatory requirements and community expectations.

BACKGROUND
The landscape maintenance of water facilities plays a crucial role in the overall operation and appearance of the facilities.Regular maintenance is necessary to prevent overgrowth,ensure accessibility,and comply with local and state environmental regulations. Such as:

Regulatory Compliance:
• Landscaping maintenance around water facilities is governed by several local and state regulations that require regular upkeep to prevent contamination and ensure environmental protection. • Failure to maintain these areas adequately could result in penalties and increased scrutiny from regulatory bodies.

Operational Efficiency:
• Overgrown vegetation can interfere with facility operations, including obstructing access to critical infrastructure and reducing the efficiency of routine inspections and repairs. • A well-maintained landscape enhances safety by reducing the risk of fire hazards and providing clear visibility for security personnel.

Aesthetic and Community Impact:
• Water facilities are often located near residential areas, and their appearance can impact community perceptions.A well-maintained landscape contributes to the overall attractiveness of the facility and promotes a positive image of the organization.
• Community engagement is often linked to how the facilities are perceived, making it essential to keep the surrounding areas well maintained and aesthetically pleasing.

ISSUES AND ANALYSIS
In April 2025,the Utilities Division issued a request for quotes for monthly landscape maintenance services for the City's 21 water utility facilities.The request was sent to four(4)vendors,and the following responses were received:

Company Term Quote Anticipated Additional Total Amount(per Yearly Cost ROW* Yearly
Month) Cost
CLS Landscape 7/1/2025— $5,590.00 $67,080 $7,860 $74,940 Management 6/30/2026

Mariposa Landscape Inc. 7/1/2025— $5,638.00 $67,656 - $67,656 6/30/2026
BrightView 7/1/2025— $7,190.00 $86,280 - $86,280 6/30/2026
Landscape West 7/1/2025— $10,260.00 $123,120 - $123,120 Management Services 6/30/2026
After reviewing all proposals received, the Utilities Division recommends awarding the Maintenance Service Agreement to CLS Landscape Maintenance based on their lowest monthly cost, and positive references for landscaping services.
*In addition, City staff has determined that including select public right-of-way locations in the scope of work will support broader goals for citywide landscaping oversight and operational efficiency. By consolidating maintenance responsibilities for utility assets under a single contractor, the City aims to improve consistency in service levels, streamline coordination,and reduce administrative burden across departments.

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

FISCAL IMPACTS
The total cost for these services is an annual $74,940. There are available funds in the Water Production/Storage Other Services Account No.6406205-5258($64,812)and the WECWC Management Control Other Services Account No. 6406207-5258($10,128).

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

CITY OF UPLAND

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 28th day of July, 2025 by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City") and CLS Landscape Management Inc., a California corporation with its principal place of business at 4711 Schaefer Ave, Chino, CA 91710 ("Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing weed abatement services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City.

Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for the weed abatement services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional weed abatement maintenance services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2025 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three (3) additional one-year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. - 1 -

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance

3.2.1.1 PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor 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, Contractor 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.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City's Representative. The City hereby designates the Utilities Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. - 2 -

3.2.5 Contractor's Representative. Contractor hereby designates Pat Strohman, Vice President, or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" or "B" attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of two-hundred and fifty Dollars ($250) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City's decision, Contractor shall have such remedies as may be provided by law.
- 3 -

3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor 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. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections.

3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Emplo rjment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to -4 -

immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 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.

3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements' application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and - 5-

subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor 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 general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/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; and (3) Workers'Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of one million dollars ($1,000,000) per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company - 6-

or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor's and its subcontractors' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended)to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers' Compensation and Employer's Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, - 7 -

officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A)coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B)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 directors, officials, officers, employees, agents, and volunteers.

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 officials, officers, employees, agents and volunteers, or any other additional insureds.

3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors' policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. - 8 -

3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Reserved.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.2.15 Work Site.

3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances—time or money—will be allowed as to such matters after commencement of the Services.

3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.

3.2.17 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been - 9 -

removed and any non-conforming materials incorporated into the work)to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C"attached hereto and incorporated herein by reference. The total compensation shall not exceed seventy-four thousand, nine hundred forty Dollars ($74,940.00) without written approval of City's City Manager. Extra Work may be authorized, as described below.

3.3.1.1 Reserved.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is - 10 -

entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. The City Manager may approve Extra Work up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). Any Extra Work in excess of this amount shall be approved by the City Council. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.

3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor 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 Contractor and all subcontractors 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.

3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable "public works" or"maintenance" project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements.

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. Any stop orders issued by the Department of Industrial Relations against Contractor or - 11 -

any subcontractor that affect Contractor's performance of Services, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor 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 Contractor or any subcontractor.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

CLS Landscape Management, Inc.,
Pat Strohman, Vice President
4329 State Street
Montclair, CA 91763
City:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Manager's Office
With Copy To:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
- 12 -

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the the sole or active negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City.

3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this indemnification section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. - 13 -

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

3.5.5 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

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

3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this - 14 -

Agreement without liability. For the term of this Agreement, no member, 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.

3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

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

3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.18 Fleet Compliance.

3.5.18.1 To the extent applicable, Contractor, shall comply, and shall ensure all subcontractors comply, with all requirements of the most current version of the California Air Resources Board ("CARB") including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments ("Regulation"). A Fleet Compliance Certification Form is attached hereto as Exhibit "D" and incorporated herein by this reference.

3.5.18.2 Throughout Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor's and subcontractors' fleet including, without limitation, the CRCs, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days' notice from the City.

3.5.18.3 Contractor shall be solely liable for any and all costs associated with complying with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation. [SIGNATURES ON FOLLOWING PAGE]
- 15-

SIGNATURE PAGE FOR

MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF UPLAND
AND CLS LANDSCAPE MANAGEMENT, INC.

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

CITY OF UPLAND CLS LANDSCAPE MANAGEMENT, INC.

APPROVED BY:

By:

MICHEAL BLAY,
CITY MANAGER Its:

Printed Name:

ATTESTED BY:

KERI JOHNNSON, By:

City Clerk
Its:

APPROVED AS TO FORM: Printed Name:

Best Best & Krieger LLP
City Attorney
Contractor's License Number
DIR Registration Number
- 16 -

EXHIBIT A

SCOPE OF SERVICES

EXHIBIT A

of ups City of Upland
4 �- - vg
'�. Public Works Department
Utilities Division
t�p;e =s,' r ; 1370 N. Benson Avenue
I - `:�`.:I Upland, CA 91786
t',p .s4 Telephone (909) 291-2930

REQUEST FOR QUOTATION
(THIS IS NOT AN ORDER )
REQUEST NO. PROJECT DATE ISSUED
1 Upland Basin — Weed Abatement _ 4/23/2025 1 •

FOR INFORMATION CALL
NAME TELEPHONE NUMBER _
Jose Aguilar AREA CODE NUMBER
Assistant Engineer (909) 291-2979
TO:

NAME COMPANY
Pat Strohman,Senior Vice President CLS Landscape Management,Inc.

STREET ADDRESS
4329 State St
CITY STATE ZIP CODE
Montclair Ca 91763
TELEPHONE NUMBER STATE CONTRACTORS LICENSE No.AND CLASSIFICATION 909-628-3005 650883
EMAIL
[email protected]
PLEASE FURNISH QUOTATIONS TO IMPORTANT: This is a request for information, and quotations furnished are not THE CITY ON OR BEFORE THE offers. If you are unable to quote, please so indicate on this form and return it to the FOLLOWING DATE: City. This request does not commit the City to pay any costs incurred in the 10:00 AM, 05/05/2025 preparation of the submission of this quotation, or to contract for supplies or service.

Supplies and/or materials are of domestic origin unless otherwise indicated by quoter. —

SCHEDULE
ITEM SUPPLIES/ SERVICES QUANTITY UNIT UNIT AMOUNT NO. PRICE
1 Plant 1 - 2545 Mountain Lane 1 Monthly 433.00 2 Plant 2- 1285 W. 24" Street 1 Monthly 253.00 3 Plant 3 - 1090 W. 22nd Street 1 Monthly 293.00 4 Plant 4-401 E. 19"Street 1 Monthly 253.00 5 Plant 5 - 1505 E. 16th Street 1 Monthly 748.00 6 Plant 6 - 580 E. 15" Street 1 Monthly , 253.00 7 Plant 7 - 1655 W. 17"Street 1 Monthly 343.00 8 Plant 9 - 1355 N. Benson Avenue 1 Monthly 253.00 9 Plant 10 - 250 N. Benson Avenue 1 Monthly 253.00 10 Plant 11 - 149 N. Benson Avenue 1 _Monthly 208.00 11 Plant 12- 1258 W. 9" Street 1 Monthly 208.00 12 Plant 13 - 159 N. 6"Avenue 1 Monthly 208.00 13 Plant 14-455 S. Campus Avenue 1 Monthly 208.00 14 _Reclamation Plant- Campus Ave&17" Street 1 Monthly 2U8.UU 15 Upland Foothill Well 3 - 1332 Charmaine Drive 1 Monthly 175.20 16 West End Well 3 - 1850 W. 16" Street 1 Monthly 253.00 17 West End Well 4 - 1850 W. 16th Street 1 Monthly 208.00 18 City Well 15 - 2006 N. Campus Avenue 1 Monthly 253.00 19 City Well 17 - 1638 N. Benson Avenue 1 Monthly 208.00 20 _Hydro Generator- 2351 Paloma Curve 1 Monthly 163.00 21 Lemon Heights 4 - 1552 W. 16"SUeel 1 Monthly 21_1t3•Uti TOTAL: 5,590.00

The City of Upland (City) has 21 sites throughout the City that need to be kept clean, safe and visually appealing. The City is solicitating quotes for the work to be performed described in this scope of work.

Scope of Work:

The purpose of this Request for Quote (RFQ) is to obtain the services of a qualified and experienced firm to provide landscaping and grounds maintenance services. The City is seeking a quote for monthly landscaping services at twenty-one (21) water facility sites.

Vendors are requested to submit a quote valid for one (1) year, with an option to extend the contract for up to three (3) additional one-year terms, subject to satisfactory performance and mutual agreement.

General Reuuiremenis:
• All services shall be performed in accordance with applicable federal, state, and local regulations. • Work must be completed in a professional and timely manner to ensure the safety, functionality, and appearance of each site.
• The contractor is responsible for providing all labor, materials, equipment, and supervision necessary to perform the required services.
• All personnel working on-site must be properly trained and comply with the City's safety standards.

Services to Be Performed:
• Litter and Trash Removal: Remove all visible litter and trash on-site before beginning any landscaping or weed abatement activities.
• Weed Abatement: Cut down and remove all existing weeds across the site to as close to ground level as possible, ensuring a clean appearance and minimizing fire hazards. • Clearance Around Infrastructure: Remove all weed and plant growth within a minimum radius of ten (10) feet around control gates, control structures, and other critical infrastructure. • Herbicide Application: After weed removal, apply appropriate herbicides to dirt areas to prevent regrowth. All herbicides used must be pre-approved by the City and applied according to manufacturer guidelines and environmental safety standards. • Hedge Trimming: Trim all hedges and shrubs to ensure they do not obstruct walkways, roadways, fence lines, or other access areas. Overgrown vegetation should be cut back to maintain a neat and functional appearance.
• Tree Maintenance:
o Remove fallen or dangling tree limbs that can be reached safely without special equipment.
o Trim tree canopies to maintain a minimum clearance of six (6) feet from the ground to ensure visibility and ease of movement beneath trees.
• Green Waste Disposal: Properly collect and dispose of all plant waste, trimmings, and debris off- site in accordance with local disposal regulations.

Additional Notes:
• A pre-site inspection with City staff may be required before initial service begins. • Contractor must notify the City upon completion of services each month and provide a service report including dates of service, observations, and any issues noted. • The City reserves the right to add or remove locations or adjust the frequency of services based on operational needs.

The successful Contractor, if a Contractor is to be selected at the City's sole discretion, shall be required to submit a Certificate of Insurance naming the City of Upland as additional insured and shall enter into an Agreement in conformance with the form as attached to this RFQ. In addition, the following shall apply:
• Working hours shall be 7:00 a.m. to 3:30 p.m., Monday through Thursday. No work shall take place on Friday, Saturday, Sunday, and recognized City holidays without prior notification to the City.
• Payment shall be made based on the progress completed.

COMPANY NAME OF QUOTER: SI NA U E ON AUTHORIZED TO SIGN DATE OF QUOTATION:

OT oN
CLS Landscape Management,Inc.

STREET ADDRESS: SIGNER:

NAME(Print): TELEPHONE:
4329 State St
Pat Strohman 909-628-3005
CITY: STATE: ZIP CODE: TITLE(Print):

Montclair Ca 91763 Senior Vice President
Enclosures:
• Sample Maintenance Agreement
• Upland 21 Facilities Location Exhibit

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Plant 14
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Reclamation Plant
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West End 3
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EXHIBIT B

SCHEDULE OF SERVICES
Maintenance will be performed monthly at each site listed in Exhibit A.

EXHIBIT B

EXHIBIT C

COMPENSATION

EXHIBIT C

of ups City of Upland
4 �- - vg
'�. Public Works Department
Utilities Division
tip. =s�' r ; 1370 N. Benson Avenue
I - `:�`.:I Upland, CA 91786
0 .s4 Telephone (909) 291-2930

REQUEST FOR QUOTATION
(THIS IS NOT AN ORDER )
REQUEST NO. PROJECT DATE ISSUED
1 Upland Basin — Weed Abatement _ 4/23/2025 1 •

FOR INFORMATION CALL
NAME TELEPHONE NUMBER _
Jose Aguilar AREA CODE NUMBER
Assistant Engineer (909) 291-2979
TO:

NAME COMPANY
Pat Strohman,Senior Vice President CLS Landscape Management,Inc.

STREET ADDRESS
4329 State St
CITY STATE ZIP CODE
Montclair Ca 91763
TELEPHONE NUMBER STATE CONTRACTORS LICENSE No.AND CLASSIFICATION 909-628-3005 650883
EMAIL
[email protected]
PLEASE FURNISH QUOTATIONS TO IMPORTANT: This is a request for information, and quotations furnished are not THE CITY ON OR BEFORE THE offers. If you are unable to quote, please so indicate on this form and return it to the FOLLOWING DATE: City. This request does not commit the City to pay any costs incurred in the 10:00 AM, 05/05/2025 preparation of the submission of this quotation, or to contract for supplies or service.

Supplies and/or materials are of domestic origin unless otherwise indicated by quoter. —

SCHEDULE
ITEM SUPPLIES/ SERVICES QUANTITY UNIT UNIT AMOUNT NO. PRICE
1 Plant 1 - 2545 Mountain Lane 1 Monthly 433.00 2 Plant 2- 1285 W. 24" Street 1 Monthly 253.00 3 Plant 3 - 1090 W. 22nd Street 1 Monthly 293.00 4 Plant 4-401 E. 19"Street 1 Monthly 253.00 5 Plant 5 - 1505 E. 16th Street 1 Monthly 748.00 6 Plant 6 - 580 E. 15" Street 1 Monthly , 253.00 7 Plant 7 - 1655 W. 17"Street 1 Monthly 343.00 8 Plant 9 - 1355 N. Benson Avenue 1 Monthly 253.00 9 Plant 10 - 250 N. Benson Avenue 1 Monthly 253.00 10 Plant 11 - 149 N. Benson Avenue 1 _Monthly 208.00 11 Plant 12- 1258 W. 9" Street 1 Monthly 208.00 12 Plant 13 - 159 N. 6"Avenue 1 Monthly 208.00 13 Plant 14-455 S. Campus Avenue 1 Monthly 208.00 14 _Reclamation Plant- Campus Ave&17" Street 1 Monthly 2U8.UU 15 Upland Foothill Well 3 - 1332 Charmaine Drive 1 Monthly 175.20 16 West End Well 3 - 1850 W. 16" Street 1 Monthly 253.00 17 West End Well 4 - 1850 W. 16th Street 1 Monthly 208.00 18 City Well 15 - 2006 N. Campus Avenue 1 Monthly 253.00 19 City Well 17 - 1638 N. Benson Avenue 1 Monthly 208.00 20 _Hydro Generator- 2351 Paloma Curve 1 Monthly 163.00 21 Lemon Heights 4 - 1552 W. 16"SUeel 1 Monthly 21_1t3•Uti TOTAL: 5,590.00

The City of Upland (City) has 21 sites throughout the City that need to be kept clean, safe and visually appealing. The City is solicitating quotes for the work to be performed described in this scope of work.

Scope of Work:

The purpose of this Request for Quote (RFQ) is to obtain the services of a qualified and experienced firm to provide landscaping and grounds maintenance services. The City is seeking a quote for monthly landscaping services at twenty-one (21) water facility sites.

Vendors are requested to submit a quote valid for one (1) year, with an option to extend the contract for up to three (3) additional one-year terms, subject to satisfactory performance and mutual agreement.

General Reuuiremenis:
• All services shall be performed in accordance with applicable federal, state, and local regulations. • Work must be completed in a professional and timely manner to ensure the safety, functionality, and appearance of each site.
• The contractor is responsible for providing all labor, materials, equipment, and supervision necessary to perform the required services.
• All personnel working on-site must be properly trained and comply with the City's safety standards.

Services to Be Performed:
• Litter and Trash Removal: Remove all visible litter and trash on-site before beginning any landscaping or weed abatement activities.
• Weed Abatement: Cut down and remove all existing weeds across the site to as close to ground level as possible, ensuring a clean appearance and minimizing fire hazards. • Clearance Around Infrastructure: Remove all weed and plant growth within a minimum radius of ten (10) feet around control gates, control structures, and other critical infrastructure. • Herbicide Application: After weed removal, apply appropriate herbicides to dirt areas to prevent regrowth. All herbicides used must be pre-approved by the City and applied according to manufacturer guidelines and environmental safety standards. • Hedge Trimming: Trim all hedges and shrubs to ensure they do not obstruct walkways, roadways, fence lines, or other access areas. Overgrown vegetation should be cut back to maintain a neat and functional appearance.
• Tree Maintenance:
o Remove fallen or dangling tree limbs that can be reached safely without special equipment.
o Trim tree canopies to maintain a minimum clearance of six (6) feet from the ground to ensure visibility and ease of movement beneath trees.
• Green Waste Disposal: Properly collect and dispose of all plant waste, trimmings, and debris off- site in accordance with local disposal regulations.

Additional Notes:
• A pre-site inspection with City staff may be required before initial service begins. • Contractor must notify the City upon completion of services each month and provide a service report including dates of service, observations, and any issues noted. • The City reserves the right to add or remove locations or adjust the frequency of services based on operational needs.

The successful Contractor, if a Contractor is to be selected at the City's sole discretion, shall be required to submit a Certificate of Insurance naming the City of Upland as additional insured and shall enter into an Agreement in conformance with the form as attached to this RFQ. In addition, the following shall apply:
• Working hours shall be 7:00 a.m. to 3:30 p.m., Monday through Thursday. No work shall take place on Friday, Saturday, Sunday, and recognized City holidays without prior notification to the City.
• Payment shall be made based on the progress completed.

COMPANY NAME OF QUOTER: SI NA U E ON AUTHORIZED TO SIGN DATE OF QUOTATION:

OT oN
CLS Landscape Management,Inc.

STREET ADDRESS: SIGNER:

NAME(Print): TELEPHONE:
4329 State St
Pat Strohman 909-628-3005
CITY: STATE: ZIP CODE: TITLE(Print):

Montclair Ca 91763 Senior Vice President
Enclosures:
• Sample Maintenance Agreement
• Upland 21 Facilities Location Exhibit

City of Upland
#2
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1 . , ,_. - ..4. ,,---.: ',.,jogr4 Wit , ii-_____ ,, Photo #1: 1655 W. 17th St- $225.00 Photo #2: 1638 N . Benson Ave - $40.00 Photo #3: 1355 N. Benson- $40.00 Photo #4: 580 E. 15th St - $200.00

#5
•
•
Photo #5: 580 E. 15th St- $150.00

EXHIBIT D

FLEET COMPLIANCE CERTIFICATION
Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct:
❑ The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto.

The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. ❑ Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids).
❑ The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4).

The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto.

Name of Bidder:

Signature:

Name:

Title:

Date:

EXHIBIT D

O F tlpz
ti - •
�a° CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
it
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:
httos:// www.uolandca.gov/citv-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.

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

NO

2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
}4' NO
I(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. kti(-LC f)114-4619L
Date Signature of authorized individual
C� L sc .!'e,Ae ►tA, %c.

Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or, if the FPPC Req 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.

4c,°v °p`qt CITFUP LAND
o "The City of Gracious Living"
- -
DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

NORBERTO FERREIRA,ACTING UTILITIES MANAGER
SUBJECT: CONSIDER APPROVAL OF A FIRST AMENDMENT TO THE AGREEMENT FOR IN-

SEWER-MANHOLE ROACH EXTERMINATION SERVICES WITH GOLDEN BELL PRODUCTS,INC.

RECOMMENDED ACTION:

It is recommended that the City Council approve the First Amendment to the Maintenance Services Agreement with Golden Bell Products,Inc. and authorize the City Manager to execute the Amendment.

GOAL STATEMENT
The proposed action supports the city's goal to provide safe and reliable sewer disposal services to residents, while keeping the sewer infrastructure effectively renewed,replaced and maintained.

BACKGROUND
As part of the sewer collection system's routine preventative maintenance measures,City sewer maintenance staff are tasked with cleaning activities which include high-pressure sewer line flushing of approximately 5,000 feet of sewer mains daily. To complete this task, sewer mains are accessed via manholes by staff. During these activities, maintenance staff have observed roach infestations in the sewer manholes. In addition to staff observations, Public Works had also received an increase in citizen complaints reporting roach activity around certain residences and on city streets.

On March 28, 2022,the City Council approved a Maintenance Services Agreement with Golden Bell Products,Inc. to provide In-Sewer-Manhole Roach Extermination Services for a three-year term, with two additional one-year mutual extensions, ensuring continued and uninterrupted pest control within the City's sewer infrastructure. The contract has played a vital role in maintaining the safety, cleanliness, and reliability of the City's sewage disposal service for residents.

ISSUES AND ANALYSIS
Golden Bell Products, Inc. has consistently delivered high-quality service, meeting the city's requirements for maintaining a safe, clean, and reliable sewage disposal system. To prevent any service interruptions and ensure the continued timely treatment of approximately 4,500 sewer manholes, staff recommends extending the contract with Golden Bell Products,Inc.by exercising the option for the first of two additional one-year terms.

ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA).According to Section 15378 of the CEQA Guidelines,the proposed action does not meet the definition of a"project"under CEQA and is therefore exempt.

FISCAL IMPACTS
The total cost per the First Amendment is $115,500 which reflects an increase in price due to the revised scope of work. There are available funds in the Sewer Maintenance Other Services Account No. 6456402-5258.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

FIRST AMENDMENT TO

MAINTENANCE AGREEMENT FOR

SEWER ROACH CONTROL PESTICIDE SERVICES WITH
GOLDEN BELL PRODUCTS, INC.

THIS FIRST AMENDMENT ("First Amendment") TO THAT CERTAIN MAINTENANCE AGREEMENT entered into by the Parties on March 28, 2022 ("Agreement"), is made and entered into as of June 23, 2025, by and between the City of Upland, a municipal corporation ("City"), and Golden Bell Products, Inc., a California corporation ("Contractor"). City and Contractor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS
A. WHEREAS, City and Contractor entered into the Agreement for the provision of sewer roach control pesticide services by Contractor to City; and B. WHEREAS, the Parties now desire to amend the Agreement to extend the term, amend the scope of work, and adjust compensation for continued services.

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties hereinafter set forth, the Parties to this First Amendment mutually agree as follows:

AMENDMENT

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

2. Amendment to Section 5 - Payment. Section 5- Payment of the Agreement shall be amended by adding the following.

Separate and apart from any other periods within the Term of this Agreement, the compensation due Contractor shall not exceed One Hundred Fifteen Thousand Five Hundred Dollars ($115,500.00) for the period March 28, 2025 through March 27, 2026, unless additional payment is approved as provided in this Agreement. For the Extended Term (as hereinafter defined), the Scope of Work and Pricing shall be as set forth in attached Exhibit A-1 — REVISED SCOPE OF WORK AND PRICING, attached to this First Amendment and incorporated herein by reference.
a.

3. Term Extension. The Agreement is hereby extended for an additional one- year term commencing on March 28, 2025, through March 27, 2026 ("Extended Term"), under the same terms and conditions, except as modified or amended by this First Amendment.

4. Full Force. Except as amended by this First Amendment, all provisions of the Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this First Amendment.

5. Electronic Transmission. A manually signed copy of this First Amendment which is transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Second Amendment for all purposes.

6. Counterparts. This First Amendment may be signed in counterparts, each of which shall constitute an original.

Attachments: Exhibit A-1: REVISED SCOPE OF WORK AND PRICING [SIGNATURES ON FOLLOWING PAGE]

SIGNATURE PAGE FOR

FIRST AMENDMENT TO MAINTENANCE SERVICES AGREEMENT FOR SEWER ROACH CONTROL PESTICIDE SERVICES WITH GOLDEN BELL PRODUCTS, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the Effective Date first herein above written.

CITY OF UPLAND CONTRACTOR
a California municipal corporation Golden Bell Products, Inc. 952 N. Batavia Street
Orange, CA 92867
By:

Michael Blay, City Manager
Name:

Title:

Attest:

By:

Keri Johnson, City Clerk Name:

Title:

Approved As to Legal Form:

Stephen Deitsch, City Attorney

EXHIBIT A-1 - REVISED SCOPE OF WORK AND PRICING
gikh
GOLDEN
PRODUCTS,INC.

T
952 N Batavia Street, Orange, CA 92867- PHONE (714) 363-3985 / FAX (714) 997-4807 www.goldenbellproducts.com
Monday, July 14, 2025
City of Upland
Attn: Jason Lara
1370 N Benson Ave
Upland, Ca 91786
Dear Jason:

Golden Bell Products to provide all personnel, material and supplies required to coat sanitary sewer manholes with INSECTA, insecticidal latex coating for sewer roach control pesticide service.

SCOPE OF WORK
Golden Bell Products to perform the following items:
• Apply INSECTA, an approved product for sewer roach control application in sanitary manholes. • Treat to depth of seven feet or less, with an approximate area of 100 square feet per manhole. • Will prepare and treat according to manufacturer's specifications for preparation instructions. • Apply coating based on the manufacturers recommended label rates, five (5) manholes per gallon, not to exceed three (3) pints per manhole.
• Remove existing sewer manhole covers, scrape clean the inside of the cover area, spray Insecta, reseat the cover and mark the reinstalled cover with a painted white mark extending from the manhole cover to the adjoining pavement, indicating that the cover has been reseated properly and firmly. Liability for damage caused by covers that have been reinstalled and marked is limited to 24 hours. Covers that are damaged or will not reseat properly will be immediately reported to the customer. Customer assumes all liability for damages caused by covers that fail to properly reseat.
• Mark each manhole cover with an identifying white mark after being treated. • Provide proper supervision at the job site during all phases of work. • Be responsible for coordinating the work to be done. Work will take place in accessible alleys, parking lots, and streets.
• Guarantee the application for eighteen months from the date of treatment. If more than 50 living roaches are found in a manhole during the warranty period, the manhole must then be retreated by Golden Bell Products at no additional charge or obligation to Customer. Golden Bell Products will retreat any manhole which inspections with photographs report live roaches within sixty (60) calendar days after notification; providing more than 50 live roaches are found inside the manhole during two inspections occurring two days apart. * • Will report number of manholes treated when submitting billing invoices. Golden Bell Products will indicate in writing on each paper quarter section map, the number of manholes treated, applicators name initials with the date of completion. This will serve as the record of application for the necessary Agencies and warranty information.
• Customer will supply paper quarter section maps indicating exact locations of manholes to be treated, street names and smart cover locations. Golden Bell Products will not be responsible for any damage to unidentified smart covers.

EXHIBIT A-1 - REVISED SCOPE OF WORK AND PRICING
• Customer will make accessible all designated manholes to be coated prior to crew's arrival. If not drive up accessible by service truck Golden Bell Products will notify Customer manhole cannot be treated. Any bolted manholes must be unbolted and accessible.
• Customer will provide inspection and assistance where necessary. • No more than 90 calendar days will elapse between date of notice to proceed and completion of the application.

A reasonable time for potentially unfavorable weather will be mutually agreed upon by Customer and Golden Bell Products
• Requirements may be added or deleted from the above Scope of Work; however, these must be agreed upon by both parties prior to the commencement of work.
• The cost of additional permits and/or licenses, other than those already required by the state, required within city limits to perform work within that city will be assumed by the Customer.

Golden Bell Products will supply all appropriate insurance coverage required by the state licensing agencies to apply roach control product to sewer manholes; if any additional insurance is required and available at additional costs those costs will be assumed by the Customer.

Special Note: Some assistance with traffic control in heavily traveled areas may be required. *NOTE: The Insecticidal-latex coating is not a repellent and therefore, will not repel roaches. They must rest on it to eliminate them!Insecta is not a spot treatment product:for warranty to be in effect and for the best results all manholes must be treated in the same area of the sewer system! Pricing per Manhole Application costs:

Pricing for first 1-year additional term:

FY 25/26-Pricing for 4,200 Manholes @$27.50 per manhole is$115,500.00. (NO Sales tax as it is a service)
* There is a 150-manhole minimum for all jobs.

This pest control service proposal is good through June 30, 2026. Thank you for this opportunity. If you have any questions, please contact Michelle Webster at 714/363-3985.

Sincerely,
Michelle Webster
Vice President

EXHIBIT A-1 - REVISED SCOPE OF WORK AND PRICING
GOLDENBELL PRODUCTS,INC.

T
952 N Batavia Street, Orange, CA 92867- PHONE (714) 363-3985 / FAX (714) 997-4807 www.goldenbellproducts.com
Tuesday, July 15, 2025
City of Upland
Attn: Jason Lara
1370 N Benson Ave
Upland, Ca 91786
Dear Jason:

Golden Bell Products to provide all personnel, material and supplies required to coat sanitary sewer manholes with INSECTA, insecticidal latex coating for sewer roach control pesticide service.

SCOPE OF WORK
Golden Bell Products to perform the following items:
• Apply INSECTA, an approved product for sewer roach control application in sanitary manholes. • Treat to depth of seven feet or less, with an approximate area of 100 square feet per manhole. • Will prepare and treat according to manufacturer's specifications for preparation instructions. • Apply coating based on the manufacturers recommended label rates, five (5) manholes per gallon, not to exceed three (3) pints per manhole.
• Remove existing sewer manhole covers, scrape clean the inside of the cover area, spray Insecta, reseat the cover and mark the reinstalled cover with a painted white mark extending from the manhole cover to the adjoining pavement, indicating that the cover has been reseated properly and firmly. Liability for damage caused by covers that have been reinstalled and marked is limited to 24 hours. Covers that are damaged or will not reseat properly will be immediately reported to the customer. Customer assumes all liability for damages caused by covers that fail to properly reseat.
• Mark each manhole cover with an identifying white mark after being treated. • Provide proper supervision at the job site during all phases of work. • Be responsible for coordinating the work to be done. Work will take place in accessible alleys, parking lots, and streets.
• Guarantee the application for eighteen months from the date of treatment. If more than 50 living roaches are found in a manhole during the warranty period, the manhole must then be retreated by Golden Bell Products at no additional charge or obligation to Customer. Golden Bell Products will retreat any manhole which inspections with photographs report live roaches within sixty (60) calendar days after notification; providing more than 50 live roaches are found inside the manhole during two inspections occurring two days apart. * • Will report number of manholes treated when submitting billing invoices. Golden Bell Products will indicate in writing on each paper quarter section map, the number of manholes treated, applicators name initials with the date of completion. This will serve as the record of application for the necessary Agencies and warranty information.
• Customer will supply paper quarter section maps indicating exact locations of manholes to be treated, street names and smart cover locations. Golden Bell Products will not be responsible for any damage to unidentified smart covers.

EXHIBIT A-1 - REVISED SCOPE OF WORK AND PRICING
• Customer will make accessible all designated manholes to be coated prior to crew's arrival. If not drive up accessible by service truck Golden Bell Products will notify Customer manhole cannot be treated. Any bolted manholes must be unbolted and accessible.
• Customer will provide inspection and assistance where necessary. • No more than 90 calendar days will elapse between date of notice to proceed and completion of the application.

A reasonable time for potentially unfavorable weather will be mutually agreed upon by Customer and Golden Bell Products
• Requirements may be added or deleted from the above Scope of Work; however, these must be agreed upon by both parties prior to the commencement of work.
• The cost of additional permits and/or licenses, other than those already required by the state, required within city limits to perform work within that city will be assumed by the Customer.

Golden Bell Products will supply all appropriate insurance coverage required by the state licensing agencies to apply roach control product to sewer manholes; if any additional insurance is required and available at additional costs those costs will be assumed by the Customer.

Special Note: Some assistance with traffic control in heavily traveled areas may be required. *NOTE: The Insecticidal-latex coating is not a repellent and therefore, will not repel roaches. They must rest on it to eliminate them!Insecta is not a spot treatment product:for warranty to be in effect and for the best results all manholes must be treated in the same area of the sewer system! Pricing per Manhole Application costs:

Pricing for first 1-year additional term:

FY 25/26-Pricing for 4,200 Manholes @$27.50 per manhole is$115,500.00. (NO Sales tax as it is a service)
* There is a 150-manhole minimum for all jobs.

This pest control service proposal is good through June 30, 2026. Thank you for this opportunity. If you have any questions, please contact Michelle Webster at 714/363-3985.

Sincerely,
ebi/e/d- ____
Michelle Webster
Vice President

CITY OF UPLAND

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 28th day of March, 2022 by and between the City of Upland, a general law city and municipal corporation organized under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City") and Golden Bell Products, Inc., a California Corporation with its principal place of business at 952 N Batavia St, Orange, CA 92867 ("Contractor"). City and Contractor are sometimes individually referred to as"Party" and collectively as "Parties" in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing sanitary sewer manhole roach control services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for sanitary sewer manhole roach control project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional sanitary sewer manhole roach control maintenance services necessary for the Project("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from March 28, 2022, to March 28, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional one-year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, - 1 -

by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates' Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance

3.2.1.1 PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor 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, Contractor 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.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.

Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City's Representative. The City hereby designates Braden Yu, Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on -2-

behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee.

3.2.5 Contractor's Representative. Contractor hereby designates Michelle Webster, Vice President, or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement.

The Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" or"B" attached hereto, or which may be provided separately in writing to the Contractor.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City's decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Reg ulationsi.Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and -3-

regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State.

It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility: Contractor. By executing this Agreement, Contractor 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. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.

3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility: Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub- subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
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3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 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.

3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements' application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to -5-

them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for(1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 MINIMUM; and $2,000,0000 aggregate. per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 MINIMUM; per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 MINIMUM; per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices- Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another -6-

insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement.
(D) Additional Insured. The City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor's and its subcontractors' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Upland, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its -7-

directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) 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 directors, officials, officers, employees, agents, and volunteers. 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 officials, officers, employees, agents and volunteers, or any other additional insureds.

3.2.11.4 Separation of Insureds; No Special Limitations: Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors' policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coveraae. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City -8-

reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Bonds.

3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten-(10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause. -9-

3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best's rating no less than A:Vlll and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.2.15 Work Site.

3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances—time or money—will be allowed as to such matters after commencement of the Services.

3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.

3.2.17 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year(or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense.

Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the - 10-

course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit"C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $105,750.00 for Fiscal Year 2021-2022, $110,250.00 for Fiscal Year 2022- 2023, and $114,750.00 for Fiscal Year 2023-2024 without approval of the City Council or if costs increases are the result of a request Extra Work. Extra Work may be authorized, as described below.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work", means any work - 11 -

which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

The City Manager may approve Extra Work up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (basic compensation amount and Extra Work) exceed fifty thousand dollars ($50,000.00). Any Extra Work in excess of this amount shall be approved by the City Council.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.

3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor 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 Contractor and all subcontractors 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.

3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable "public works" or "maintenance" project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 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. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor 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 Contractor or any subcontractor. - 12-

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

Golden Bell Products
952 N Batavia Street
Orange, CA 92867
Attn: Michelle Webster, Vice President
City?
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: Braden Yu, Public Works Director
With Copy To:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. - 13-

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the the sole or active negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City.

3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this indemnification section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees.

Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.5.3 Governing Law: Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

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

3.5.5 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.
- 14-

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

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

3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. 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 member, 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. - 15-

3.5.14 Cooperation. Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

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

3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
[SIGNATURES ON FOLLOWING PAGE]
- 16-

SIGNATURE PAGE FOR

MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF UPLAND

AND GOLDEN BELL PRODUCTS
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CITY OF UPLAND GOLDEN BELL PRODUCTS
APPRO D BYgal D'igibt-Le46-YriA4-
Mic r :I-
City Ma :•: r Its: PYesir1evl-E pYlelj
Printed Name: ���rrt �\ G P'c i nS
ATTEST D BY:

By: Marc "1-4a4j,49-Ck
Its: V W.f., PeSid sn
Keri Johnson, M Printed Name: Il LCInc1 l . w2-los 1- c k, City Clerk
N/A
APPROVED AS TO FORM: Contractor's License Number -.. t i , Va. I=Xtt N //a-
Best Best& Krieger LLP DIR Registration Number
City Attorney
TEsT CON Tv OL- aus •Uc,-44 3,q310
- 17-

EXHIBIT A

SCOPE OF SERVICES
Golden Bell Products to perform the following items:
• Apply INSECTA, an approved product for sewer roach control application in sanitary manholes.
♦ Treat to depth of seven feet or less, with an approximate area of 100 square feet per manhole.
♦ Will prepare and treat according to manufacturer's specifications for preparation instructions. ♦ Apply coating based on the manufacturers recommended label rates, five (5) manholes per gallon, not to exceed three (3) pints per manhole.
• Remove existing sewer manhole covers, scrape clean the inside of the cover area, spray Insecta, reseat the cover and mark the reinstalled cover with a painted white line extending from the manhole cover to the adjoining pavement, indicating that the cover has been reseated properly and firmly. Liability for damage caused by covers that have been reinstalled and marked is limited to 24 hours. Covers that are damaged or will not reseat properly will be immediately reported to the customer. Customer assumes all liability for damages caused by covers that fail to properly reseat.
• Mark each manhole cover with an identifying white dot after being treated. • Provide proper supervision at the job site during all phases of work. • Be responsible for coordinating the work to be done. Work will take place in accessible alleys, parking lots, and streets.
• Guarantee the application for eighteen months from the date of treatment. If more than 50 living roaches are found in a manhole during the warranty period, the manhole must then be retreated by Golden Bell Products at no additional charge or obligation to Customer.

Golden Bell Products will retreat any manhole which inspections with photographs report live roaches within sixty (60) calendar days after notification; providing more than 50 live roaches are found inside the manhole during two inspections occurring two days apart. * • Will report number of manholes treated when submitting billing invoices. Golden Bell Products will indicate in writing on each paper quarter section map, the number of manholes treated, applicators name initials with the date of completion. This will serve as the record of application for the necessary Agencies and warranty information. • Customer will supply paper quarter section maps indicating exact locations of manholes to be treated, street names and smart cover locations. Golden Bell Products will not be responsible for any damage to unidentified smart covers. • Customer will make accessible all designated manholes to be coated. If not accessible by service truck Golden Bell Products will notify Customer. ♦ Customer will provide inspection and assistance where necessary. • No more than 90 calendar days will elapse between date of notice to proceed and completion of the application. A reasonable time for potentially unfavorable weather will be mutually agreed upon by Customer and Golden Bell Products • Requirements may be added or deleted from the above Scope of Work; however, these must be agreed upon by both parties prior to the commencement of work. • The cost of additional permits and/or licenses, other than those already required by the state, required within city limits to perform work within that city will be assumed by the Customer.

EXHIBIT A

EXHIBIT B

SCHEDULE OF SERVICES
Fiscal Year 2021/2022-4500 Manholes.

Fiscal Year 2022/2023-4500 Manholes.

Fiscal Year 2023/2024-4500 Manholes.

EXHIBIT B

EXHIBIT C

COMPENSATION
Year 1 Pricing: Fiscal Year 2021/2022
Pricing for 4500 Manholes @ $23.50 per manhole is $105,750.00.

Year 2 Pricing: Fiscal Year 2022/2023
Pricing for 4500 Manholes @ $24.50 per manhole is $110,250.00.

Year 3 Pricing: Fiscal Year 2023/2024
Pricing for 4500 Manholes @ $25.50 per manhole is $114,750.00.

EXHIBIT C

4© A'i'L
Pt4CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
txoa
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license,permit,or contract")if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending,and for twelve (12) months following the date of a final decision in a proceeding.

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

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

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

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

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

NO
Answeringyes to either of the twoquestions above does notpreclude the Upland CityCouncil from p
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.

Date Signature of uthorized ind vidual
60/44 &/l_froa!ids J
Company/Applicant Name
(Levine Act definitions on reverse side)

����°� °p`-, CITYUPLAND
�r. .__. ..` "The City of Gracious Living" ''' 5 oid.

DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

BOB CRITCHFIELD,ENGINEERING MANAGER

KIRK SWANNER,ASSOCIATE ENGINEER
SUBJECT: CONSIDER APPROVING THE NOTICE OF COMPLETION FOR THE LEXINGTON, 1ST AVENUE,AND 2ND AVENUE PAVEMENT REHABILITATION PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council approve the work, authorize the City Manager or designee to record the Notice of Completion;and reduce the Faithful Performance Bond to 10%for the Lexington Street, Pt Avenue and 2nd Avenue,Pavement Rehabilitation Project.

GOAL STATEMENT
The proposed action supports the City's goal to maintain and improve the City's public roadway facilities.

BACKGROUND
On December 9, 2024, the City Council awarded the Lexington Street, Pt Avenue and 2' Avenue, Pavement Rehabilitation Project to All American Asphalt and authorized$995,527,including contingencies, for the work. The project consisted of installation of new water service laterals; replacement of water hydrant laterals; removal and replacement of displaced sidewalk, curb and gutter, and drive approaches; upgrading existing curb ramps to ADA standards;and removal of existing asphalt pavement and installation of new rubberized asphalt pavement.

ISSUES AND ANALYSIS
The contractor has since satisfactorily completed the required improvements.The City can now approve the work,file the Notice of Completion,and reduce the Faithful Performance Bond to 10%. The City will retain the Labor materials Bond for six (6) months and release it thereafter, provided no liens or stop notice are filed against the project. The final construction cost was$876,962.49.

ENVIRONMENTAL DETERMINATION
The project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act ("CEQA"), and the State CEQA Guidelines, and determined to be categorically exempt from further environmental review pursuant to Section 15301(c)(Existing Facilities),of the CEQA guidelines.The project involves repair and maintenance of existing public facilities and does not involve any expansion of use beyond that which is existing.The City filed the Notice of Exemption with the County of San Bernardino on October 16,2024.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Categorically exempt from further environmental review pursuant to Section 15301(c)(Existing Facilities), of the CEQA guidelines. The City filed the Notice of Exemption with the County of San Bernardino on October 16, 2024.

Recording requested by
and when recorded mail to:

City of Upland, City Clerk's Office
460 N. Euclid Avenue
Upland, CA 91786
(Space above this line for Recorder's use)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383
Notice of Completion
Pursuant to Civil Code Section 3093, NOTICE is hereby given that:

The undersigned is the owner of the interest or estate stated below in the property hereinafter described. The full name and address of owner is City of Upland, 460 North Euclid Avenue, Upland, California 91786.

Assessors Parcel Numbers N/A, in and to the hereinafter described property.

The work was completed on that certain work known as Lexington Street, 1st Avenue, & 2nd Avenue Pavement Rehabilitation & Utility Improvements for the undersigned City of Upland, a Municipal Corporation, on the 6th day of May, 2025.

The City accepted the job on the 28th day of July, 2025.

The Contractor on said job was All American Asphalt. of Corona, California.

The improvement(s) consisted of installation of new service laterals; replacement of water hydrant laterals; removal and replacement of displaced sidewalk, curb & gutter, and drive approaches; upgrading existing ramps to ADA standards; removal and replacement of existing of asphalt roadway; and the location of the improvements occurred on Lexington Street; 1st Ave and 2nd Ave from 21 st Street to Lexington Street; in Upland, California.

The surety was Fidelity and Deposit Company of Maryland.

All communications relating to the contract should bear the number above mentioned.

I hereby certify under penalty of perjury that the foregoing is true and correct.

Executed this 28th day of July, 2025 at Upland, California.

City of Upland, a Municipal Corporation
Michael Blay, City Manager

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

DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

HECTOR GONZALEZ, SENIOR ENGINEER
SUBJECT: CONSIDER APPROVING THE NOTICE OF COMPLETION FOR THE DOWNTOWN PUBLIC PARKING IMPROVEMENTS PROJECT, SOUTH SIDE OF 'A' STREET,450'EAST OF THIRD AVENUE,PROJECT NO. 16127
RECOMMENDED ACTION:

It is recommended that the City Council approve the work,authorize the City Manager or designee to record the notice of completion; and reduce the faithful performance bond to 10% for Project No. 16127, Downtown Public Parking Improvements, South Side of'A' Street,450'East of Third Avenue.

GOAL STATEMENT
The proposed action supports the city's goal of removing and disposing of old abandoned electrical facilities and improving the city's public parking facilities.

BACKGROUND
On December 9, 2024, the City Council awarded the Downtown Public Parking Improvements Project to HL Hitchcock,Inc.and authorized$288,135,including contingencies,for the work.The project consisted of removal and disposal of an abandoned electrical underground vault including piping and vents;removal and disposal of chain link fence and footings; trash enclosure improvements; construction of concrete improvements; grading, subgrade preparation, and compaction; asphalt paving construction; installation of new concrete wheel stops; parking lot striping;and irrigation/landscaping improvements.

ISSUES AND ANALYSIS
The contractor has since satisfactorily completed the required improvements.The City can now approve the work,file the notice of completion, and reduce the faithful performance bond to 10%. The City will retain the labor materials bond for six (6)months and release it thereafter,provided no liens or stop notices are filed against the project. The final construction cost was$258,926.

ENVIRONMENTAL DETERMINATION
The project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act ("CEQA"), and the State CEQA Guidelines, and determined to be categorically exempt from further environmental review pursuant to Section 15301(c) (Existing Facilities), of the CEQA guidelines. The project involved removal of existing fencing and concrete vault infrastructure and backfill with crushed aggregate base, placement of Portland Cement Concrete (PCC) and asphalt concrete, and does not involve any expansion of site footprint beyond that which is existing.The City filed the Notice of Exemption with the County of San Bernardino on October 30,2024.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Categorically exempt from further environmental review pursuant to Section 15301(c) (Existing Facilities), of the CEQA guidelines. The City filed the Notice of Exemption with the County of San Bernardino on October 30, 2024.

Recording requested by
and when recorded mail to:

City of Upland, City Clerk's Office
460 N. Euclid Avenue
Upland, CA 91786
(Space above this line for Recorder's use)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383
Notice of Completion
Pursuant to Civil Code Section 3093, NOTICE is hereby given that:

The undersigned is the owner of the interest or estate stated below in the property hereinafter described. The full name and address of owner is City of Upland, 460 North Euclid Avenue, Upland, California 91786.

Assessors Parcel Numbers N/A, in and to the hereinafter described property.

The work was completed on that certain work known as Project No. 16127, Downtown Public Parkinciimprovements, South Side of 'A' Street, 450' East of Third Avenue for the undersigned City of Upland, a Municipal Corporation, on the 19th day of May, 2025.

The City accepted the job on the 28th day of July, 2025.

The Contractor on said job was HL Hitchcock of Rancho Cucamonga, California.

The improvement(s) consisted of removal and disposal of abandoned electrical underground vault including pipe vents and other abandoned vault components; removal and disposal of chain link fence and footings, existing concrete improvements, trees, shrubs and irrigation system; clearing, grubbing and grading; subgrade preparation and compaction; backfilling with crushed aggregate base (CAB); construction of Portland Cement Concrete (PCC) improvements; cold milling; construction of 4"- thick CAB base, 2.5"- thick Asphalt Concrete base course, and 1.5"- thick AC overlay; installing new and existing wheel stops; parking lot striping and pavement markings; and traffic control and the location of the improvements occurred on the south side of`A' Street, 450' east of Third Avenue, in Upland, California.

The surety was The Ohio Casualty Insurance Company.

All communications relating to the contract should bear the number above mentioned.

I hereby certify under penalty of perjury that the foregoing is true and correct.

Executed this 28th day of July, 2025 at Upland, California.

City of Upland, a Municipal Corporation
Michael Blay, City Manager

U~�4OF U_4
4 CITYUPLAND
.�, �` "The City of Gracious Living"
oid OF
DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

BOB CRITCHFIELD,ENGINEERING MANAGER

KIRK SWANNER,ASSOCIATE ENGINEER
SUBJECT: CONSIDER APPROVING THE NOTICE OF COMPLETION FOR THE ARPA ALLEY

REHABILITATION PHASE II PROJECT
RECOMMENDED ACTION:

It is recommended that the City Council approve the work, authorize the City Manager or designee to record the Notice of Completion;and reduce the Faithful Performance Bond to 10%for the ARPA Alley Rehabilitation Phase II Project.

GOAL STATEMENT
The proposed action supports the City's goal to maintain and improve the City's public alley facilities.

BACKGROUND
On October 14, 2024, the City Council awarded the ARPA Alley Rehabilitation Phase II Project to Onyx Paving Company and authorized$1,076,000,including contingencies, for the work. The project consisted of replacement of old brick sewer manholes with new concrete manholes; installation of new concrete alley gutters; minor concrete sidewalk slab and transition improvements;and reconstruction of asphalt concrete pavement.

ISSUES AND ANALYSIS
The contractor has since satisfactorily completed the required improvements.The City can now approve the work,file the Notice of Completion,and reduce the Faithful Performance Bond to 10%. The City will retain the Labor materials Bond for six (6) months and release it thereafter,provided no liens or stop notice are filed against the project. The final construction cost was$904,309.78.

ENVIRONMENTAL DETERMINATION
The project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act ("CEQA"), and the State CEQA Guidelines, and determined to be categorically exempt from further environmental review pursuant to Section 15301(c)(Existing Facilities),of the CEQA guidelines.The project involves repair and maintenance of existing public facilities and does not involve any expansion of use beyond that which is existing.The City filed the Notice of Exemption with the County of San Bernardino on October 16,2024.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA: Categorically exempt from further environmental review pursuant to Section 15301(c)(Existing Facilities), of the CEQA guidelines. The City filed the Notice of Exemption with the County of San Bernardino on October 16, 2024.

Recording requested by
and when recorded mail to:

City of Upland, City Clerk's Office
460 N. Euclid Avenue
Upland, CA 91786
(Space above this line for Recorder's use)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383
Notice of Completion
Pursuant to Civil Code Section 3093, NOTICE is hereby given that:

The undersigned is the owner of the interest or estate stated below in the property hereinafter described. The full name and address of owner is City of Upland, 460 North Euclid Avenue, Upland, California 91786.

Assessors Parcel Numbers N/A, in and to the hereinafter described property.

The work was completed on that certain work known as ARPA Alley Phase II Project No. 16160 for the undersigned City of Upland, a Municipal Corporation, on the 25th day of June, 2025.

The City accepted the job on the 28th day of July, 2025.

The Contractor on said job was Onyx Paving Company, Inc. of Anaheim, California.

The improvement(s) consisted of replacement of old brick sewer manholes with new concrete manholes; installation of new concrete alley gutters; minor concrete sidewalk slab and transition improvements; and reconstruction of asphalt concrete pavement; and the location of the improvements occurred on various alleys located throughout the City of Upland, in Upland, California.

The surety was Swiss Re Corporate Solutions America Insurance Corporation & Sirius Point America Insurance Company.

All communications relating to the contract should bear the number above mentioned.

I hereby certify under penalty of perjury that the foregoing is true and correct.

Executed this 28th day of July, 2025 at Upland, California.

City of Upland, a Municipal Corporation
Michael Blay, City Manager

4c, °v °p`q� CITFUP LAND
�" - -
.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER/PUBLIC WORKS DIRECTOR

NORBERTO FERREIRA,INTERIM UTILITIES MANAGER

MARC WARNER,UTILITIES SUPERVISOR

LIZ RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF PURCHASE FOR A HYDRAULIC SKID AND VALVE TRUCK

SKID EQUIPMENT
RECOMMENDED ACTION:

That the City Council authorize the purchase of a skid from Wachs Utility Products in the amount of$98,348.71 and a custom service body from Specialty Equipment Company in the amount of$34,200 for the completion of the Water Distribution Division's valve truck.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining a safe and reliable water distribution system through improved infrastructure maintenance and emergency response readiness.

BACKGROUND
The Water Distribution Division of the Public Works Department is responsible for the operation and maintenance of approximately 11,000 water valves throughout the City. These valves must be exercised regularly and accurately catalogued with precise turn counts to ensure operational integrity. Proper valve maintenance is essential for minimizing water loss,maintaining hydrant performance,and responding to emergencies in a timely manner.

To complete the construction of a dedicated valve truck,the division requires the purchase of two critical components:

1. A hydraulic skid from Wachs Utility Products, designed to automate the valve exercising process while capturing torque and turn data.

2. A custom service body from Specialty Equipment Company,designed to securely house and support the skid and associated equipment.

The truck was approved for purchase at the March 10,2025,City Council meeting and has already been ordered.The skid and service body are the final components required for full assembly. Specialty Equipment Company will complete the truck assembly at no additional cost.

ISSUES AND ANALYSIS
The valve maintenance equipment is manufactured exclusively by Wachs, the only company that produces the specialized skid-mounted system used for automated valve turning.With the City's current valve truck out of service, staff are pursuing the shortest possible route to restore this critical function. To expedite delivery, the new build is being modeled after a recently completed configuration used by another agency. Replicating their setup allows the City to bypass the lengthy lead time typically associated with sourcing and assembling all components.

To support the urgent timeline associated with the Foothill Boulevard Rehabilitation Project,staff are recommending a sole source purchase under Section 11.3 of the City's Purchasing Policy.Wachs is the sole manufacturer of the skid- mounted valve turning system,and while they are also capable of fabricating the custom service body required for the truck, their lead time is approximately 50 weeks. To accelerate delivery, staff have selected Specialty Equipment Company to manufacture the custom service body. Specialty Equipment Company is the only known vendor able to produce a service body that meets the specifications required for the Wachs skid system and can do so within a 6-8- week timeframe. Given the proprietary nature of the skid system and the unique fabrication constraints of the compatible service body,staff believe this procurement qualifies as a sole source purchase under section 11.3,which allows purchases without formal competitive bidding when a product or service is only available from a single source.

This accelerated approach is crucial to align with the Foothill Boulevard Rehabilitation CIP Project,which includes water main infrastructure upgrades.During this project,new and existing mains must be connected,and precise valve operation is essential to safeguard system integrity. The Wachs skid ensures accuracy by automating each turn with optimal torque, counting rotations, and preventing both over- and under-turning. Its force and precision outperform manual operation,making it an essential tool during high-risk,high-volume tie-in operations.

Additionally, these components support compliance with Title 22 of the California Code of Regulations, which outlines requirements for water system operations and hydrant testing.Regular valve maintenance ensures valves are operational when needed and reduces the risk of failures during hydrant use or main breaks.

ENVIRONMENTAL DETERMINATION
This action is not a project subject to CEQA and is exempt under Section 15378(b)(5)of the CEQA Guidelines as an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACTS
The total cost of the Valve Truck Skid Equipment is $132,548.71 —Skid(Wachs Utility Products) in the amount of $98,348.71 and Custom Service Body(Specialty Equipment Company)in the amount of$34,200. There are available funds in Water Utility Transmission and Distribution Vehicles Account No. 6406206-5531.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

Nis Utility Products 600 Knightsbridge Parkway,Lincolnshire,Illinois 60069 (847)537-8800 I Fax(847)520-1147 Quotation
-- TheValve Maintenance Experts'" turnvalves.com

TO: Marc Warner Date: 4/23/2025
Utility Supervisor Quotation Number: KK234538 City of Upland Payment Terms: Net 30 1370 N.Benson Ave.

Upland,CA 91786 Shipping Terms: FCA Origin Valid Through: 6/22/2025
Estimated Ship Date: 8 Weeks ARO
Reference: KK228314
E.H.Wachs is pleased to offer the following quotation.

Unit Price Line Total
Item Number Description Qty U/M (USD) Disc% (USD) 1 77-000-55 Standard LX(Gas)—VMS(RH):Single turner valve maintenance skid; 1 EA 84,600.00 84,600.00 includes Wachs 750 ft-lb(1020 Nm)Extended Reach Valve operator for those preventive maintenance activities,telescoping valve key and Wachs ruggedized TC-100 with GPS controller/datalogger. A 27 HP(20 kW) gasoline powered Kohler overhead cam air cooled engine provides ample power for all contained functions,including an auxiliary HTMA Class II circuit; 10 gallon(38 L)reservoir,fan cooled heat exchanger,continuous duty rated for 8 GPM(30.3 LPM)@ 2,000 PSI (140 bar).A positive displacement blower provides 500 CFM(14.2 cmm)-11"(280mm)Hg vacuum,with spoils containment provided by a 250(950 L)gallon tank with power hydraulic dump (rear discharge)and latching rear door.Also driven from the common power train is a 2.5 gpm(9.5 LPM)@ 3000 PSI (210 bar)pressure washer system with 3 gallon(11.4 L)anti-freeze tank and 95 gallon(360 L)water tank.

Includes 2-1/2"(63.5mm), 1-1/4"(31.75mm)&7/8"(22mm)suction wands and one each short and long wash-down guns.The LX package bundles the service light bar with arrow board,45'(14 M)auxiliary hydraulic hose reel for operation of hydraulic power tools&Bluetooth tethering module(installed in ERV-750)for wireless communication between the exerciser and Controller/Data Logger.
2 79-430-20 Field training-1 day program.Training topics range from field operation of 1 EA 2,495.00 100.0% 0.00 the mechanical systems like hydro-excavation and Valve operator;to training of computerized controllers and preventive maintenance software like VITALS. Field crews and participants will be shown,in detail,standard procedures for safe and efficient operation and use of valve maintenance tools.
3 DELIVERY Pool Delivery Rate(Per Mile)with a minimum of 300 miles. Rate calculated is 2025.0C MILE 3.30 6,682.50 from Licolnshire, II.to Upland,Ca.
1993 miles per Google Maps
4 SALES TAX Sales Tax per www.cdtfa.ca.gov @ 7.75% 1 EA 7,066.21 7,066.21 Total(USD) $98,348.71
Thank you for the opportunity to quote your application needs. If you have any questions or if I may be of any further assistance to you please do not hesitate to notify me. I'm here to help!

SHIPPING IS ESTIMATED
(SALES TAX!!!!)We collect sales tax in all but the following states:AK, DE, MT,OR and NH. If you are tax exempt please supply your identification number and certificate with your order. If your exempt number is not on file,tax will be added to your order. We will prepay and add shipping charges to your order,or we can ship collect via your choice of carrier service.

Please reference this quote number when placing your order.

Thank You and best regards,
Kenny Koch
Southwest Regional Account Manager
909-380-4816
[email protected]

�u UtilityProducts 600 Knightsbridge Parkway,Lincolnshire,Illinois 60069 jp (847)537-8800 I Fax(847)520-1147, Quotation The Valve Maintenance Experts'" turnvalves.com

TO: Marc Warner Date: 4/23/2025
Quotation Number: KK234538
Sales of E.H.Wachs products and services are expressly limited to and made conditional on acceptance of its current Terms and Conditions of Sale,found at ehwachs.com("Terms").Any additional or different terms are hereby rejected.Commencement of work by E.H.Wachs or acceptance of delivery of products by you constitutes your acceptance of the Terms.

See additional tariff related Terms and Conditions at ehwachs.com.

Akqk ESTI MATE
$FICIALTY

EQUIPMBR COMPANY
Specialty Equipment Co ESTIMATE Number: E240730582 1921 E. Pomona St. ESTIMATE Date: 01/13/2025
Santa Ana,CA 92705 Payment Terms: Payment 30 days Office Phone: 7142581622 after invoice date
ESTIMATE Amount: 34,200.00
Bill To Ship To
CITY OF UPLAND CITY OF UPLAND
Office Phone: 909 912 4416 Office Phone: 909 912 4416 [email protected] [email protected]
Item# Item Name Quantity Unit Price Taxable Total 11 foot custom flat bed
11-Foot Custom Flatbed Ford 550 Gas Super Duty
This vehicle features an 11-foot bed reinforced to handle the valve turning unit with a heavy-duty aluminum door.On both the driver's side and passenger's side,there are 60 x 24-inch toolboxes mounted underneath the bed.Additionally,there are 24 x 24-inch toolboxes for storage.

A manual retractable step ladder is included on both sides.The headboard is equipped with a traffic advisory light and strobes.At the front top of the bed,there is a 30 x 24-inch removable gate.A water casket and jug are mounted on the headboard,and strobe lights are installed on a pole attached to the headboard. 4139 1.00 34,200.00 34,200.00
The vehicle also includes an expanded metal storage box, measuring 102 inches long, 14 inches high,and 15.5 inches wide, with a split lid.This box is mounted on the driver's side bed, extending to the edge of the bedrail.Additionally,there is a tunnel box mounted underneath the bed.

The vehicle will be equipped with a Wachs skid-mount vacuum unit attached to the bed/CUSTOMER SUPPLIED FOR THIS
QUOTE.The entire vehicle will be painted/powdered coated white,except for the grab rails,which will be painted red as needed.Two cone holders(each holding three cones)are mounted at the front of the truck,along with a dock bumper and hitch. toolboxes and tunnel box size can be changed at no additional cost.

Subtotal: $34,200.00
ESTIMATE Amount $34,200.00

, °v °p`q� cITFUP LAND
.�, �• o "The City of Gracious Living" - -
DATE: July 28,2025
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

LIZ RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVING AN AMENDMENT AND CONSOLIDATION OF SHINE ILLUMINATION CONTRACTS(2023 AND 2024)
RECOMMENDED ACTION:

It is recommended that the City Council approve the First Amendment to the 2024 Professional Services Agreement with Shine Illumination consolidating the 2023 contract,and authorize the City Manager to execute the Amendment.

GOAL STATEMENT
The proposed action supports the City's goal of improving operational efficiency and ensuring consistency in contract administration.

BACKGROUND
On June 12,2023,the Development Services Department entered into a four-year Agreement with Shine Illumination for the installation of garlands and holiday decor in the downtown area.In 2024,the Public Works Depai tinent entered into a separate agreement with the same vendor for expanded holiday lighting and permanent decorative installations.

These contracts, although related in scope and vendor, were issued independently by the separate departments. As both contracts cover overlapping geographical areas and service timelines, staff have identified the opportunity to merge them into a single amended agreement to support administrative efficiency and purchasing conformity.

ISSUES AND ANALYSIS
The proposed amendment to the 2024 Public Works agreement will incorporate the 2023 Development Services contract into a single Agreement with Shine Illumination. This amended agreement will be administered by Public Works staff. Key benefits of this consolidation include:
• Conformity with Purchasing Policy: Merging the contracts under one department ensures consistency with Upland's Purchasing Policy and simplifies procurement oversight. • Eliminates Redundancy: A unified scope of work avoids duplicative contracting,budget administration, and approval processes.
• Improved Vendor Management: One point of contact for contract management will streamline communication,invoicing,and quality control.
• Clearer Scope and Deliverables: A single updated Exhibit B (Charges) and Exhibit C (Schedule) will encompass all deliverables including permanent lighting and seasonal installations. • Cost Transparency:The consolidated contract amount and amendment structure increase transparency of total obligations.As amended,the contract totals$102,327.80. • Operational Efficiency:Shared responsibilities between Development Services and Public Works are now clearly coordinated under one executing department.

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

FISCAL IMPACTS
The total contract for Fiscal Year 2025-26 is$102,327.80. There are available funds in Parkway Maintenance Other Services Account No. 1015410-5258.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

FIRST AMENDMENT TO PROFESSIONAL

SERVICES AGREEMENT

BETWEEN THE CITY OF UPLAND AND

BAPPTRE DBA SHINE ILLUMINATION
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT ("First Amendment") is made and entered into as of July 28, 2025 by and between the City of Upland, a municipal corporation organized and operating under the laws of the State of California ("City"), and Bapptre Landscaping, Inc., d/b/a Shine Illumination, a California corporation ("Consultant").

City and Consultant are hereafter individually referred to as "Party" and collectively as the "Parties."

RECITALS
WHEREAS, City and Consultant previously entered into a Professional Services Agreement dated October 24, 2023, for the provision of holiday lighting and decorations ("2023 Agreement"); and
WHEREAS, Consultant also provided services under a separate Professional Services Agreement dated December 12, 2024, for similar seasonal lighting services ("2024 Agreement"); and
WHEREAS, City desires to amend the 2024 Agreement to consolidate the scopes and administrative oversight of the 2023 Agreement and 2024 Agreement into the 2024 Agreement, as amended, in order to allow all services and remaining payments for Fiscal Year 2024-25 to be processed under the terms of the 2024 Agreement, as amended herein; and
WHEREAS, City further desires to consolidate and update Exhibit B (Schedule of Charges) and Exhibit C (Activity Schedule) of the 2023 Agreement and 2024 Agreement to reflect the inclusion of additional services and increased compensation in the amount of $80,327.80; and
WHEREAS, City designates the Public Works Department as the managing department for all current and future services under the consolidated 2023 Agreement and 2024 Agreement, as amended.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows:

1. The 2023 Agreement and the 2024 Agreement shall be deemed to be consolidated in all respects, provided that in the event of any inconsistency between the terms and provisions of each, the terms and provisions of the 2024 Agreement shall govern. As consolidated, the 2023 Agreement and the 2024 Agreement are hereafter referred to as "the Agreement."

2. Amendment to Exhibit B - Schedule of Charges
Exhibit B of the Agreement is hereby replaced in its entirety with the updated Exhibit B attached hereto and incorporated herein by reference, which reflects the additional amenities and corresponding costs. The revised Exhibit B shall now govern the services and payment terms under this Agreement.

3. Amendment to Exhibit C - Activity Schedule
Exhibit C of the Agreement is hereby replaced in its entirety with the updated Exhibit C attached hereto and incorporated herein by reference, which reflects the revised schedule of services, including installation, maintenance, and removal of additional amenities.

4. Contract Amount Increase
The total compensation under the Agreement shall be increased by $80,327.80, resulting in a new total contract amount of $102,327.80.

5. Consolidation of Services for Administrative Purposes The Parties acknowledge that Consultant provided services under a separate Professional Services Agreement dated October 24, 2023, for holiday lighting and related amenities. To streamline contract administration and ensure all remaining payments for FY 2024-25 may be processed under a single agreement, the scope and terms of the 2023 Agreement shall be consolidated with the December 12, 2024, Agreement as amended herein. This consolidation is for administrative and financial continuity only and does not terminate or nullify the 2023 Agreement.

6. Managing Department
All services rendered under this Agreement, including those originally set forth in the 2023 Agreement, shall now be coordinated and managed by the Public Works Department. Consultant shall direct all scheduling, coordination, and invoicing through Public Works unless otherwise instructed by City.

7. Remaining Provisions
Except as expressly modified by this First Amendment, all terms and conditions of the 2023 Agreement and the 2024 Agreement, as consolidated, shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, City and Consultant have approved and executed this First

Amendment as of and effective the day and year first above written.

CITY: CONSULTANT:

City of Upland Bapptre dba Shine Illumination
By: By:

Michael Blay,
City Manager
Its:

Printed Name:

ATTEST:

By: By:

Keri Johnson,
City Clerk
Its:

Printed Name:

APPROVED AS TO FORM:

By:

Stephen Deitsch,
City Attorney

EXHIBIT B

. silne Estimate
*EST-002190
Shine I}lurninaticin-SHILL
32773 Cade Perlerro
San Juan Capistrano
921575
U SA
Bill To
City of Upland
Estimate Date: 02 Dec 2024
Properly Address Pro ect�vame: 2024 of Upland Lamp Past Garland
g Irr— 4 l;,rr--c ❑rinn i'l,, R.±.18.
(AMP POST GARLAND
1 NM, LEASE-.Garland Pre-1Yt WO Commercial 80 225.40 18,000.00 Grade LED Minl-lights,Decorated with
PrenYLun Decay Package
-IWA F}1ecrs of preen.decor arcd garland
vtirspprd arohlnn
hstddatYorl ibrallt
-PremiumGarlaral wKhWarm 41dhira LED Lights
NI (arms.knhP Clms+C Aec1?SM
2 Outdura BOWS 80 ;ir fi,1 d.600.0Q
126101teura Etna%
l 1PrtY-dr*'pPr.t
Sub T.-,r,I 2.2.000.00
Total 622,0013.60

EXHIBIT B
(CONTINUED)

shne Estimate
t EST 16*59
Shins 111urninatfian-SHILL
27T3 Cale Perfecto
SanJuan Cara no
92675
USA
Est'make Date: 20 Apr 10
Elf I f ri 2029 H411AAy LW-ding
City of Upland PrIDOCt Marne; Program(LIG1H1- • PURCHASE)
..
11■11..144411 1141111101411l b*Mf Nlyd1t1'i&fir,eett1 IYr i up b r S...plr` t JMMigIF 1114ta> l�MOP pi.r ts•next k r_,:x '9f11L44.1l Li46i1Ml* 1 COMMERCIAL GRA:KIM LIGHTS 100 20.96 28.296.00 4-ova Ventage
-Warm Winne
-Grey Mira
-CoxIA Canneilitrn
'S'spedng ban the Y of the tree[dpprax 6 up-to stay away from pkdegrftns}t0.iflmla Wei In the tr+4py
-14pprox6daddlticrialforrepairs(S%.)
2 FAANSFORMFRS- 100 95,96 9,11%.0f]
1 LrUW Transfarrnar fee law woMap Uglits
-3 Per Trig
Ihduckm 14]additional for iepaws
NOTE ThrsewiH be able to he reused for year 2.
3 SPIJT1EA5 FOR TOP OF PALM; 140 12 1,710.34 {4)Par Trio-CouplIngSeries
Ine14145 li$i ditip r l fn r.r ep i rs
NOTE,Thawwld be abr to be reused fur year .
4 LABOR 1 19.200.00 1%200.09
lnstallertlun pf 119l]stands of QM.on 32 trees along Ydth all the Ira r fvrn*ra end•rxtr11511:1na, I*xfudGs 11-rr use Iticten5 forcr't Inllatian
i>'MIT=SUSPENDED II/1 (i.EAM*lflatalffd for h&i&al sewn 060 5 PURCHASE:a4'5prlriers-kite Whitt 224 $.O 191140,1 3 -171 24'P or Juan„WhI qSP11174V9CHZBIT B
Wised
f`w1Season (CONTINUED)

Exhibit C
Activity Schedule

1. Permanent Lighting Installations
• (#EST-001659) Tree Lighting on Second Avenue and 9th Street (Permanent Lights)
o Items 1 through 4 of Exhibit B
o Initial installation: July 2023
o Replacement: July 2025 or July 2026 (depending on when permanent lights need to be replaced)

2. Seasonal Holiday Lighting & Decorations (Leased)
• (#EST-002190) Garlands and Bows along 2nd Ave, 9th Street, and A Street o Items 1 through 2 of Exhibit B
o Installation: By November 15th each year
o Removal: By January 10th each year
• (#EST-001659) Spritzers suspended in trees, Gazebo, and 9th Street Entrance Gateway
o Items 5 through 13 of Exhibit B
o Installation: By November 15th each year
o Removal: By January 10th each year

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of December 12, 2024 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Bapptre Landscaping, Inc., a California Corporation d/b/a Shine Illumination, with its principal place of business at 32773 Calle Perfecto, San Juan Capistrano, CA 92675 (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:

For the purchase and installation of garlands and bows in Historic Downtown Upland along A Street, 9th Street, and 2nd Avenue for the Tree Lighting Ceremony and Hometown Holiday Parade and Faire (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $4,000.00 for each installation of the PURCHASED DECORATIONS and $18,000.00 each year for the LEASED GARLANDS. The City will pay to Shine Illumination for the LEASED GARLANDS fifty percent (50%) of the Fees for each holiday season: (a) for the initial holiday season, upon execution of this Agreement; and (b) for each holiday season after the initial holiday season, on or before September 1st of each holiday year.

The remaining balance of fees will be paid to Shine Illumination for each holiday season within fifteen (15) business days od the date of completion of Installation, unless otherwise agreed to in writing by the Parties hereto. Regarding the PURCHASED DECORATIONS, the City will pay 100% of the Fee upon completion of installation.
1

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement (original compensation amount and Additional Work) exceed fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.

3. Additional Work.

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

4. Maintenance of Records.

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

5. Term.

The term of this Agreement shall be from December 12, 2024 to January 15, 2027, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Specific timelines for performance are provided in the "Activity Schedule" attached as Exhibit C.

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

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

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

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

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

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In 3

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
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